CLEVELAND ELECTRIC ILLUMINATING CO
8-K, 1994-09-15
ELECTRIC SERVICES
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<PAGE>   1
 As filed with the Securities and Exchange Commission on September 15, 1994.

                      SECURITIES AND EXCHANGE COMMISSION
                                      
                            WASHINGTON D.C. 20549
                                      
                                   FORM 8-K
                                      
                                CURRENT REPORT


                     Pursuant  to Section 13 or 15(d) of

                     The Securities Exchange Act of 1934
                                      
                       Date of Report: August 26, 1994
                      ---------------------------------                
                      (Date of earliest event reported)

Commission         Registrant; State of Incorporation;         I.R.S. Employer
File Number          Address; and Telephone Number            Identification No.
- -----------        ----------------------------------         -----------------

  1-9130              CENTERIOR ENERGY CORPORATION                34-1479083
                      (An Ohio Corporation)
                      6200 Oak Tree Boulevard
                      Independence, Ohio 44131
                      Telephone (216) 447-3100


  1-2323              THE CLEVELAND ELECTRIC                      34-0150020
                        ILLUMINATING COMPANY
                      (An Ohio Corporation)
                      55 Public Square
                      Cleveland, Ohio 44113
                      Telephone (216) 622-9800


  1-3583              THE TOLEDO EDISON COMPANY                   34-4375005
                      (An Ohio Corporation)
                      300 Madison Avenue
                      Toledo, Ohio 43652
                      Telephone (419) 249-5000



<PAGE>   2
This combined Form 8-K is separately filed by Centerior Energy Corporation
("Centerior Energy"), The Cleveland Electric Illuminating Company ("Cleveland
Electric") and The Toledo Edison Company ("Toledo Edison"). Centerior Energy,
Cleveland Electric and Toledo Edison are sometimes referred to collectively as
the "Companies". Cleveland Electric and Toledo Edison are sometimes referred to
collectively as the "Operating Companies". Information contained herein
relating to any individual registrant is filed by such registrant on its
behalf. No registrant makes any representation as to information relating to
any other registrant, except that information relating to either or both of the
Operating Companies is also attributed to Centerior Energy.

ITEM 5. OTHER EVENTS
- --------------------
1. RATINGS DOWNGRADE. For background and earlier developments related to this
topic, see "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Companies' Annual Reports on Form 10-K for
the year ended Decemeber 31, 1993 ("Form 10-K") and Note 7 in the Companies'
Quarterly Reports on Form 10-Q for the quarter ended June 30, 1994.

On August 26, 1994, Moody's Investors Service, Inc. ("Moody's") downgraded the
credit ratings of certain securities of the Operating Companies. The preferred
stock of both Operating Companies was downgraded from "b1" to "b2" and Toledo
Edison's  debentures were downgraded from "Ba3" to "B1". Moody's noted that the
Operating Companies recently amended bank facilities provide the participating
banks with second mortgages on the assets of the Operating Companies,
thereby creating a new level of priority above the classes of securities that
Moody's downgraded.

2. RETAIL WHEELING. For background related to this topic, see "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Form 10-K.

House Bill No. 676 was introduced in February 1994 in the Ohio General Assembly
which, if enacted, would provide for retail wheeling of electric power in Ohio
for large energy users and limited retail wheeling for certain smaller energy
users. This bill has not been referred to a standing subject committee. The
Companies cannot predict whether this bill or any similar legislation which
might be proposed in the future will be enacted.

3. GARFIELD HEIGHTS.  For background and earlier developments relating to this
topic, see "Item 1. Business-Operations-Competitive Conditions-Cleveland
Electric" in the Form 10-K.

Cleveland Electric has filed a complaint and appeal with The Public Utilities
Commission of Ohio ("PUCO") regarding a March 1994 Garfield Heights ordinance
relating to rates charged by Cleveland Electric. That ordinance mandated a 30%
across-the-board rate reduction in Cleveland Electric's current tariff rates to
all electric customers located within the City of Garfield Heights. Such rates
would not take effect until the PUCO has ruled on Cleveland Electric's
complaint and appeal. Cleveland Electric has also filed with the PUCO evidence
supporting its position that its current tariff rates are just and reasonable
and that the Garfield Heights ordinance rates are unjust and unreasonable. The
PUCO's staff has initiated an investigation into this matter. Cleveland
Electric expects the PUCO's staff to issue its Staff Report of Investigation by
the end of 1994.

                                     -1-
<PAGE>   3
Although the City Council of Garfield Heights previously approved an ordinance
to place on the November 8, 1994 ballot an issue with regard to the creation of
a department of public utilities for the City of Garfield Heights, on August
29, 1994 the City Council enacted a resolution effectively removing that issue
from the ballot.

In 1993, Cleveland Electric derived about 1% of its total revenues and
Centerior Energy derived about 0.5% of its total revenues from sales to the
13,000 customers located in Garfield Heights.


4. REPLACEMENT OF TRUSTEE FOR CLEVELAND ELECTRIC MORTGAGE.
Effective September 14, 1994, Morgan Guaranty Trust Company of New York
resigned as Trustee, Paying Agent and Transfer Agent under the Mortgage and
Deed of Trust, dated July 1, 1940, from Cleveland Electric to Guaranty Trust
Company of New York, as supplemented and amended ("Mortgage"), and The Chase
Manhattan Bank (National Association) was appointed successor Trustee, Paying
Agent and Transfer Agent. Cleveland Electric's First Mortgage Bonds are issued
under the Mortgage.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------

See Exhibit Index following.
























                                   -2-





<PAGE>   4
                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    CENTERIOR ENERGY CORPORATION
                                    ----------------------------
                                    Registrant



                                    THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
                                    -------------------------------------------
                                    Registrant


                                    THE TOLEDO EDISON COMPANY
                                    -------------------------
                                    Registrant


                               BY:  E. LYLE PEPIN
                                    -------------------------------------------
                                    E. Lyle Pepin,
                                    Secretary of each Registrant








September 14, 1994










                                    -3-



















<PAGE>   5
                             EXHIBIT INDEX
                             -------------

The following exhibits are filed herewith:



                      CLEVELAND ELECTRIC EXHIBIT
                      --------------------------


  Exhibit Number                        Description
  --------------                        -----------
      4(a)                 Open-End Subordinate Indenture of Mortgage between
                           The Cleveland Electric Illuminating Company and
                           Bank One, Columbus, N.A., as Trustee, Dated as of
                           June 1, 1994.
                           


                        TOLEDO EDISON EXHIBIT
                        ---------------------

  Exhibit Number                        Description
  --------------                        -----------
      4(b)                 Open-End Subordinate Indenture of Mortgage between
                           The Toledo Edison Company and Bank One, 
                           Columbus, N.A., as Trustee, Dated as of June 1, 1994.
                           













                                 -4-



<PAGE>   1




________________________________________________________________________________
________________________________________________________________________________


                  OPEN-END SUBORDINATE INDENTURE OF MORTGAGE
                                       
                                       
                                    between
                                       
                                       
                  THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
                                       
                                       
                                      and
                                       
                                       
                           BANK ONE, COLUMBUS, N.A.
                                                as Trustee
                                       
                                       
                                       
                                       
                                     Dated
                                       
                                     as of
                                       
                                 June 1, 1994


________________________________________________________________________________
________________________________________________________________________________

<PAGE>   2
<TABLE>
                                                         TABLE OF CONTENTS

<CAPTION>                                                                                               
                                                                                                                  Page
                                                                                                                  ----
<S>                                                               <C>                                              <C>
Parties                                                                                                             1
Recitals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 1
Granting Clauses:                                                                                       
                                                                                                        
         Grant and Conveyance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 2
         Real Estate - Particular Designations  . . . . . . . . . . . . . . . . . . . . . . . . . .                 2
         Electric Transmission Lines  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 2
         Electric Distribution Systems  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 3
         Power Houses, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 3
         Franchises, Ordinances, Easements, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . .                 4
         Property Hereafter Acquired  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 4
         Property Hereafter Subject to the Lien                                                         
           of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 4
         All Right, Title and Interest of the Company                                                   
           in the Mortgaged Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 4
                                                                                                        
Excepted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 4
Habendum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5
Subject to Certain Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 5
Grant in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 6
General Covenant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 6
                                                                                                        
                                                                 
                                                             ARTICLE I
                                                            DEFINITIONS
                                                                                                        
SECTION 1.  Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 6
SECTION 2.  Construction of References  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                16
SECTION 3.  Acts by Secured Parties, Agents, Representatives                                            
                  or Designated Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                16
SECTION 4.  Determination of Amounts of Obligations . . . . . . . . . . . . . . . . . . . . . . . .                17
SECTION 5.  Effect of Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                17
SECTION 6.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                17
                                                                                                        
                                                            ARTICLE II
                                                           SUBORDINATION
                                                                 
SECTION 1.  Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                17
SECTION 2.  Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                18
</TABLE>



                                                                - i -

<PAGE>   3
<TABLE> 
<CAPTION>                                                                                               
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                                <C>
                                                            ARTICLE III
                                      SECURING OF ADDITIONAL OBLIGATIONS UNDER THIS INDENTURE
                                                                                                        
SECTION 1.  Additional Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                19
SECTION 2.  Delivery  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                23
SECTION 3.  Limit of Outstanding Obligations; Continuing Lien . . . . . . . . . . . . . . . . . . .                23
SECTION 4.  Toledo Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                23
                                                                 
                                                            ARTICLE IV
                                                PARTICULAR COVENANTS OF THE COMPANY
                                                                 
SECTION 1.  Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                23
SECTION 2.  Payment of Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                24
SECTION 3.  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                24
SECTION 4.  Good Repair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                24
SECTION 5.  Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                24
SECTION 6.  Recordation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                24
SECTION 7.  Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                25
SECTION 8.  Subordination of Subsequent Mortgages . . . . . . . . . . . . . . . . . . . . . . . . .                25
SECTION 9.  Performance Under First Mortgage and Prior Liens  . . . . . . . . . . . . . . . . . . .                25
SECTION 10. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                26
SECTION 11. Compliance with Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                26
SECTION 12. Accountant's Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                26
SECTION 13. Veracity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                26
                                                                                                        
                                                                 
                                                             ARTICLE V
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE VI
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE VII
                                              POSSESSION, USE AND RELEASE OF PROPERTY
                                                                                                        
SECTION 1.  Possession Until Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                26
SECTION 2.  Disposition Without Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                27
SECTION 3.  Disposition upon Release under First Mortgage                                               
                  and Prior Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                28
SECTION 4.  No Duty to Investigate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                28
SECTION 5.  Obligations and Powers of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .                28
</TABLE>





                                     - ii -

<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                            <C>
                                                           ARTICLE VIII
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE IX
                                                       REMEDIES UPON DEFAULT
                                                                 
SECTION 1.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            29
SECTION 2.  Sale of Trust Estate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            30
SECTION 3.  Foreclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            30
SECTION 4.  Manner of Sale  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            30
SECTION 5.  Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            31
SECTION 6.  Appointment of Receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            32
SECTION 7.  Waiver by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            32
SECTION 8.  Direction by the Control Party  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
SECTION 9.  Restoration to Former Position  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
SECTION 10. Suits in Name of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
SECTION 11. No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
                                                                                                    
                                                                                                    
                                                             ARTICLE X
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE XI
                                             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                                                      OFFICERS AND DIRECTORS
                                                                 
SECTION 1.  Immunity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
                                                                                                    
                                                                 
                                                            ARTICLE XII
                                                  CONSOLIDATION, MERGER AND SALE
                                                                                                    
SECTION 1.  No Bar  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            34
SECTION 2.  Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            34
SECTION 3.  Lien upon Assets of Successor Corporation . . . . . . . . . . . . . . . . . . . . . . .            35
                                                                                                    
                                                                                                    
                                                           ARTICLE XIII
                                                            THE TRUSTEE
                                                                                                    
SECTION 1.  The Trustee Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            35
SECTION 2.  Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            37
</TABLE> 
         
         
         
         
         
                                    - iii -

<PAGE>   5
<TABLE> 
<CAPTION>                                                                                           
                                                                                                              Page
                                                                                                              ----
<S>        <C>                                                                                                <C>
SECTION 3.  Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            39
SECTION 4.  Cessation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            39
SECTION 5.  Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            39
SECTION 6.  Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            40
SECTION 7.  Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            40
SECTION 8.  Trustee as Secured Party  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            41
SECTION 9.  Appointment of a Co-Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            41
                                                                                                    
                                                                 
                                                            ARTICLE XIV
                                                      SUPPLEMENTAL INDENTURES
                                                                                                    
SECTION 1.  Supplemental Indentures Without Consent of                                              
                        Secured Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            42
SECTION 2.  Supplemental Indentures with Consent of Designated                                      
                   Holders and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            43
SECTION 3.  Parties to Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . .            43
                                                                                                    
                                                                 
                                                            ARTICLE XV
                                       CANCELLATION AND DISCHARGE OF LIEN OF THIS INDENTURE
                                                                                                    
SECTION 1.  Cancellation and Discharge of Lien  . . . . . . . . . . . . . . . . . . . . . . . . . .            44
                                                                 
                                                                 
                                                            ARTICLE XVI
                                                     MISCELLANEOUS PROVISIONS
                                                                                                    
SECTION 1.  No Benefit to Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            44
SECTION 2.  Invalidity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            44
SECTION 3.  Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            45
SECTION 4.  Certification; Notice; Opinion  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            45
SECTION 5.  Successors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            46
SECTION 6.  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            46
SECTION 7.  Exclusion of Certain Further Permitted Obligations                                      
                 Under Certain Circumstances  . . . . . . . . . . . . . . . . . . . . . . . . . . .            46
                                                                                                    
                                                                                                    
EXHIBIT A           PARCELS OF LAND OWNED BY THE COMPANY                                                        A
EXHIBIT B-1         CREDIT AGREEMENTS SECURED UNDER THIS INDENTURE                                            B-1
EXHIBIT B-2         FURTHER PERMITTED OBLIGATIONS AGREEMENTS INITIALLY SECURED UNDER THIS INDENTURE           B-2
EXHIBIT C           FIRST MORTGAGE INITIAL RECORDING INFORMATION                                              C-1
</TABLE>





                                     - iv -

<PAGE>   6
                  OPEN-END SUBORDINATE INDENTURE OF MORTGAGE
                  ------------------------------------------
   Maximum Principal Amount of Indebtedness Secured Hereby:  $1,500,000,000
   -------------------------------------------------------
                    This Indenture Secures Future Advances.
                    --------------------------------------

                 THIS OPEN-END SUBORDINATE INDENTURE OF MORTGAGE is dated as of
June 1, 1994, by and between THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, a
public utility and corporation organized and existing under the laws of the
State of Ohio (hereinafter called the "Company"), and BANK ONE, COLUMBUS, N.A.,
a national banking association organized and existing under the laws of the
United States (hereinafter called the "Trustee").  Capitalized terms used in
the following recitals and granting clauses are used as defined in Section 1 of
Article 1 of this Indenture.

                                   RECITALS:
                                   ---------
                 WHEREAS, the Company deems it necessary from time to time to
enter into obligations to further its corporate purposes and to secure
hereunder those obligations and the obligations of the affiliates of the
Company in furtherance of those corporate purposes; and

                 WHEREAS, the Company and the affiliates of the Company have
entered or will enter into those Obligations set forth in Exhibits B-1 and B-2
attached hereto; and

                 WHEREAS, the Company, as mortgagor, has granted a lien on and
security interest in the mortgaged property pursuant to the terms of the First
Mortgage Indenture; and

                 WHEREAS, in consideration of the execution and delivery of
certain modifications to certain of the Obligations set forth in Exhibits B-1
and B-2 attached hereto, and other good and valuable consideration, the Company
hereby intends to secure the Obligations set forth in Exhibits B-1 and B-2
attached hereto by granting to the Trustee for the benefit of the Secured
Parties a lien on and security interest in the trust estate which lien and
security interest are and shall be subordinate and junior in priority to the
First Mortgage Lien and any Prior Liens; and

                 WHEREAS, the Board of Directors of the Company, at meetings
thereof respectively duly convened and held, has duly authorized the execution
and delivery of this Indenture to secure the Obligations;

                 WHEREAS, all the requirements of law and the regulations and
articles of incorporation of the Company have been fully complied with and all
other acts and things necessary to make this Indenture a valid, binding and
legal instrument for the security of the Obligations have been done and
performed; and

<PAGE>   7
                 WHEREAS, the maximum principal amount of indebtedness that may
be secured under this Indenture is $1,500,000,000.

                 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                 That the Company, in consideration of the promises and mutual
covenants herein contained, the execution and delivery by the Secured Parties
concurrently with the execution and delivery of this Indenture of certain
modifications to certain of those Obligations, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and in order to secure the payment of the Obligations according to their tenor
and effect, and the performance and observance of all the covenants and
conditions in the Obligations and herein contained, has executed and delivered
this Indenture, and does hereby grant a lien on and security interest in and
transfer unto the Trustee, which lien and security interest are and shall be
subordinate and junior in priority to the Permitted Liens including the First
Mortgage Lien and any Prior Liens, the mortgaged property as follows:

                                     FIRST.

                 All those certain pieces or parcels of land, including the
improvements thereon, owned by the Company and described in Exhibit A attached
hereto.

                                    SECOND.

                 Also all high tension electric transmission lines, including
the 132,000 volt transmission lines of steel tower construction together with
wires, insulators and other fixtures, extending from the Ashtabula Station of
the Company located in Ashtabula County, Ohio, through Ashtabula, Lake, Geauga,
Cuyahoga and Lorain counties to the Avon Station of the Company located in
Lorain County, Ohio, and the extensions therefrom in Lorain County to the City
of Lorain, Ohio, and in Cuyahoga County to the Clinton, Grant and Oak
Substations of the Company and to the Summit County line; also including the
66,000 volt underground transmission lines, together with wires, cables,
conduits and other fixtures, extending from the Lake Shore Station of the
Company at East 70th Street, Cleveland, Cuyahoga County, to the Newburgh, Oak
and Grant Substations; and also including all 11,000 volt and 33,000 volt
transmission lines overhead and underground, together with towers, poles,
wires, cables, conduits, transformers, insulators and other fixtures, connected
with the aforesaid high tension lines and with the various substations and
switching stations of the Company--constituting an inter-connected electric
transmission system located in the Counties of Ashtabula, Lake, Geauga,
Cuyahoga and Lorain, Ohio--together with all parcels of land owned by the
Company and all easements and rights-of-way granted to the Company in and to
other parcels of land, upon, over and through which parcels of land the
aforesaid transmission lines of the Company are, in part, located and
constructed; which parcels of land, easements and rights-of-way have been
acquired by and vested in the Company under decrees of court in appropriation
proceedings and by conveyances from various grantors to the Company, which
conveyances are recorded in the offices of the Recorders of the several
counties in





                                     - 2 -

<PAGE>   8
which the aforesaid transmission lines are located; subject to mortgages or
other liens which may exist as to any of said parcels of land upon, over or
through which the  aforesaid transmission lines of the Company are located and
constructed.

                                     THIRD.

                 Also the electric distribution systems of the Company located
in the State of Ohio in the Counties of Cuyahoga, Lake, Geauga, Ashtabula,
Lorain, Summit and Trumbull, whether underground or overhead or otherwise,
including all poles, posts, wires, cables, conduits, mains, pipes, tubes,
drains, transformers, insulators, meters, electrical connections, lamps, fuses,
junction boxes and other fixtures comprising said systems.

                                    FOURTH.

                 Also all power houses, plants and substations owned by the
Company together with all and singular the electrical and mechanical appliances
appurtenant thereto of every nature whatsoever now owned or, subject to the
provisions of Article XII, hereafter to be acquired, including all and singular
the machinery, engines, boilers, furnaces, generators, dynamos, motors,
condensers, pumps, switchboards, transformers, piping, wiring, and all and
every character of mechanical appliance for generating, transmitting or
distributing electricity or electrical energy or steam heat in any form
whatsoever, subject, however, as to power houses and plants, and the electrical
and mechanical appliances appurtenant thereto, located on artificially filled
lands bordering on Lake Erie, to such rights as the State of Ohio or any
governmental authority may have under the common law of the State of Ohio, the
statutes thereof, including the Act of March 20, 1917 (107 Ohio Laws 587) and
the Act of April 17, 1925 (111 Ohio Laws 417) enacted by the General Assembly
of the State of Ohio and to the powers of the United States Government and the
public rights of navigation and fishery.

                 Also all transmission and distribution systems used for the
transmission and distribution of electrical energy for light, heat and power or
any other purpose whatsoever, whether underground or overhead or otherwise,
including all poles, posts, wires, cables, conduits, mains, pipes, tubes,
drains, transformers, insulators, meters, electrical connections, lamps, fuses,
junction boxes and other fixtures now owned by the Company or, subject to the
provisions of Article XII, which it may hereafter acquire.

                 Also all inventions, patent rights and licenses of every kind
now owned by the Company or, subject to the provisions of Article XII, which it
may hereafter acquire.





                                     - 3 -

<PAGE>   9
                                     FIFTH.

                 Also all franchises of the Company and all permits,
ordinances, easements, privileges, immunities and licenses; all rights to
construct, maintain and operate overhead and underground systems for the
distribution and transmission of electric current or other agencies for the
supply to itself or others of light, heat and/or power; all rights-of-way; and
all grants and consents; whether said franchises, permits, ordinances,
easements, privileges, immunities, licenses, rights, rights-of-way, grants and
consents are now owned or, subject to the provisions of Article XII, may
hereafter be acquired, owned, held, or enjoyed by the Company.

                                     SIXTH.

                 Also, subject to the provisions of Article XII, all other
property, real, personal and mixed including, without limitation, equipment
(except as herein expressly excepted) of every nature and kind and wheresoever
situated now or hereafter possessed by or belonging to the Company, or to which
it is now, or may at any time hereafter be, in any manner entitled at law or in
equity.

                                    SEVENTH.

                 Also any and all property of any kind or description which may
from time to time after the date of this Indenture by delivery or by writing of
any kind be conveyed, mortgaged, pledged, assigned or transferred to the
Trustee by the Company or by any person, copartnership or corporation, with the
consent of the Company or otherwise, and accepted by the Trustee, to be held as
part of the mortgaged property; and the Trustee is hereby authorized to accept
and receive any such property and any such conveyance, mortgage, pledge,
assignment and transfer, as and for additional security hereunder, and to hold
and apply any and all such property subject to and in accordance with the terms
and provisions upon which such conveyance, mortgage, pledge, assignment or
transfer shall be made.

                                    EIGHTH.

                 Together with all and singular the buildings, improvements,
tenements, hereditaments and appurtenances belonging or in anywise appertaining
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, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every
part and parcel thereof.

                 EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this
Indenture and from the lien hereof:

                          (a)     All bills, notes and accounts receivable,
                 cash on hand or in banks, contracts, operating agreements and
                 choses in action and the





                                     - 4 -

<PAGE>   10
                 Company's interest in existing leases in which the Company is 
                 lessor (but not in which the Company is lessee) and in leases 
                 hereafter made of portions of the mortgaged property in which 
                 the Company is lessor (but not in which the Company is lessee);

                          (b)     All shares of stock and other certificates or
                 evidences of interest therein, and all bonds, notes and other
                 evidences of indebtedness or certificates of interest therein
                 and other securities now owned or hereafter acquired or
                 possessed by the Company;

                          (c)     All materials, merchandise, appliances and
                 supplies acquired for the purposes of resale or leasing to its
                 customers in the ordinary course and conduct of the business
                 of the Company, and all materials and supplies held for
                 consumption in operation or held in advance of use thereof for
                 fixed capital purposes; and

                          (d)     All electric energy and other materials or
                 products generated, manufactured, produced or purchased by the
                 Company for sale, distribution or use in the ordinary course
                 and conduct of its business.

                 AND FURTHER EXPRESSLY EXCEPTING AND EXCLUDING from this
Indenture and from the lien hereof, all property, permits and franchises of any
other corporation of whatever character, shares of stock or securities whereof,
or obligations secured by lien upon the properties and franchises whereof, that
may be now owned or hereafter acquired or possessed by the Company,
notwithstanding the fact that the Company may own or hereafter acquire all or
substantially all of the shares of stock or other securities issued by, or
secured by lien upon property of, any such corporation, or that any such
corporation may be incorporated or organized at the instance of or for the
account of the Company, or that all or any part of the shares of stock or other
securities of such corporation may be subjected to the lien hereof by the
Company.

                 AND FURTHER EXPRESSLY EXCEPTING AND EXCLUDING from this
Indenture and from the lien hereof (to the extent, if any, not excepted and
excluded therefrom by other provisions of this Indenture), all Nuclear Fuel,
all of the following as defined in the Facility Lease (Beaver Valley):  all of
the Company's interest in the Undivided Interest, the Capital Improvements and
the Ground Lease Property; and all of the following as defined in the Facility
Lease (Bruce Mansfield):  all of the Company's interest in the Undivided
Interest, the Undivided Site Interest, the Easements, the Ancillary Rights, and
any mineral rights on or under the Site.

                 TO HAVE AND TO HOLD all said properties, real, personal and
mixed, mortgaged, pledged and conveyed by the Company as aforesaid, or intended
so to be, unto the Trustee and its successors and assigns forever;

                 SUBJECT, HOWEVER, to the exceptions and reservations and
matters hereinabove recited, to the First Mortgage Lien and any Prior Liens, to
existing leases other than leases which by their terms are subordinate to the
lien of this Indenture, to





                                     - 5 -

<PAGE>   11
existing liens upon rights-of-way for transmission or distribution line
purposes, as hereinafter in Article I defined, and any extensions thereof, and
subject to existing easements for streets, alleys, highways, rights-of-way and
railroad purposes over, upon and 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 $1,000,000 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 hereof, and to
undetermined liens and charges, if any, incidental to construction or other
existing Permitted Liens as hereinafter defined in Article I;

                 IN TRUST, NEVERTHELESS, upon the terms and trusts herein set
forth, for the equal and proportionate benefit and security of all present and
future Secured Parties, or any of them, without preference of any of said
Secured Parties over any other Secured Parties by reason of priority in time of
the execution of any Obligation;

                 AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and
between the parties hereto, that all the trust estate is to be held and applied
subject to the further covenants, conditions, uses and trusts hereinafter set
forth; and the Company, for itself and its successors, does hereby covenant and
agree to and with the Trustee and its successors in said trust, for the benefit
of the Secured Parties, or any of them, as follows:

                                   ARTICLE I

                                  DEFINITIONS

              SECTION 1.  Terms.  The terms defined in this Article I shall,
for all purposes of this Indenture and of all indentures supplemental hereto
now or hereafter entered into in accordance with the provisions hereof, have
the meanings herein specified, unless the context otherwise requires:

              "Accountant."  The term "Accountant" shall mean any individual,
co-partnership or corporation, engaged in the accounting profession selected
and paid by the Company and who may be an officer or employee of the Company.

              "Accountant's Certificate."  The term "Accountant's Certificate"
shall mean a certificate or opinion signed by an Accountant which shall set
forth, in addition to any other calculation or information required hereunder,
the following: (i) the depreciated book value of the mortgaged property (and
separately identifying in such calculation the depreciated book value of any
Property Additions); (ii) the principal amount of outstanding First Mortgage
Bonds; (iii) the principal amount of outstanding prior lien bonds; (iv) the
principal amount of all other indebtedness and obligations for the payment of
money secured by other Permitted Liens; (v) the principal amount of any
judgment liens; (vi) the Credit Limit; and (vii) the Credit Exposure (including
its separate





                                     - 6 -

<PAGE>   12
components as set forth in the definition thereof), all of which shall be
calculated under generally accepted accounting principles.

              "Affiliate of the Company."  The term "affiliate of the Company"
shall mean any Person or corporation controlling, controlled by, or under
direct or indirect common control with, the Company.

              "Agent."  The term "Agent" shall mean (i) with respect to any
Credit Agreement to which more than one Bank is a party, the agent authorized
to exercise remedies on behalf of the Banks which are parties to such Credit
Agreement and (ii) with respect to any Credit Agreement to which only one Bank
is a party, such Bank.

              "Bank."  The term "Bank" shall mean any banking, lending or
financial institution which has entered into a Credit Agreement or which
hereafter enters into a Credit Agreement in substitution for or in addition to
that Credit Agreement and, in each case, its successors and assigns thereunder.

              "Bank Obligations."  The term "Bank Obligations" shall mean
obligations now existing and hereafter coming into existence and indebtedness
of the Company, whether direct, indirect, unknown, or contingent, due and owing
to a Bank, an L/C Bank or an Agent under the Credit Agreement to which such
Bank, L/C Bank or Agent is a party, including the obligation to pay principal
of and interest on the loans made thereunder, the obligation to pay fees and
expenses thereunder and the obligation to reimburse any L/C Bank for its L/C
Payments.

              "Board."  The term "Board of Directors" shall mean the Board
Directors of the Company; and the term "Board" shall mean either the Board of
Directors or the Executive Committee of the Board of Directors.

              "Certified resolution."  The term "certified resolution" shall
mean a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company, under its corporate seal, to have been duly adopted
by the Board and to be in full force and effect on the date of such
certification.

              "Commitment."  The term "Commitment" shall mean, with respect to
any Bank, the aggregate principal amount of credit which such Bank is initially
obligated to provide to the Company under the Credit Agreement to which it is a
party upon execution of such Credit Agreement (as such aggregate amount may be
adjusted from time to time pursuant to the terms thereof, but without regard to
any reduction resulting from usage) or if such Commitment shall have been
terminated, such Bank's pro rata share of the sum of (i) the amount available
to be drawn under the relevant Letter of Credit (without regard to whether any
conditions to drawing under such Letter of Credit have been satisfied); (ii)
the amount of all unreimbursed L/C Payments owing under such Credit Agreement;
and (iii) the aggregate outstanding principal amount of loans under such Credit
Agreement, at the date such amount is to be determined for purposes of this
Indenture.





                                     - 7 -

<PAGE>   13
              "Company."  The term "Company" shall mean the party of the first
part hereto, The Cleveland Electric Illuminating Company, and, subject to
Article XII, shall also include its successors and assigns.

              "Control Party."  The term "Control Party" shall mean (a) in the
case of an Event of Default arising solely under subsection (d) of Section 1 of
Article IX, the Agent or Representative which delivered the Notice of
Actionable Event unless more than one Agent or Representative delivered such a
Notice of Actionable Event (collectively, the "Group"), in which case "Control
Party" shall mean a Person authorized to act on behalf of those Agents and
Representatives which represent at least 66-2/3% of the aggregate Credit
Exposure then represented by the Group, and (b) in the case of an Event of
Default arising under subsections (a), (b) or (c) of Section 1 of Article IX,
or arising under any of those subsections and under subsection (d) thereof, the
Designated Holders.

              "Corporation."  The term "corporation" shall also include
voluntary associations, joint stock companies and business trusts.

              "Counsel."  The term "counsel" shall mean counsel, who may be
counsel to the Company, acceptable to the Trustee.

              "Credit Agreement."  The term "Credit Agreement" shall mean (i)
each credit agreement and guaranty identified in Exhibit B-1 hereto and (ii)
any other credit agreement or guaranty entered into by the Company or its
affiliates with a Bank  which provides for the extension of loans to, or the
issuance of Letters of Credit for, the Company or its affiliates, or which
guarantees reimbursement obligations in respect thereof, and any modifications,
extensions, renewals or refinancings of any of the foregoing, and, in each
case, which by its terms states it is to be a "Credit Agreement" hereunder.

              "Credit Exposure."  The term "Credit Exposure" shall mean the
aggregate of (i) with respect to the Banks, the aggregate Commitments and (ii)
with respect to all Further Permitted Obligations Agreements (but not including
a Further Permitted Obligations Agreement which is secured by a Letter of
Credit issued under a Credit Agreement), the maximum aggregate principal amount
of the indebtedness which may under the terms thereof be outstanding thereunder
at any one time; provided, however, that there shall be excluded from the term
Credit Exposure for purposes of this Indenture the unpaid balances of advances
pursuant to Section 5 of Article IV hereof.

              "Credit Limit."  The term "Credit Limit" shall mean the
depreciated book value of the mortgaged property (but not including Property
Additions unless the requirements of Section 1 of Article III with respect to
such Property Additions have been met) less the aggregate of the principal
amount of outstanding First Mortgage Bonds, the principal amount of outstanding
prior lien bonds, the principal amount of all other indebtedness and
obligations for the payment of money secured by other Permitted Liens and the
principal amount of any judgment liens, all as calculated by an





                                     - 8 -

<PAGE>   14
Accountant under generally accepted accounting principles and set forth in an
Accountant's Certificate.

              "Designated Holders."  The term "Designated Holders" shall mean
Secured Parties holding more than 66-2/3% of the Credit Exposure.

              "Event of Default."  The term "Event of Default" shall mean any
Event of Default specified in Section 1 of Article IX, continued for the period
of time, if any, therein designated.

              "Facility Lease (Beaver Valley)" means, collectively, the
facility leases dated as of September 15, 1987, as the same may from time to
time be amended, supplemented or modified, among The First National Bank of
Boston, as owner trustee, and the Company and Toledo, as lessees, for the
benefit of certain owner participants, as identified therein, with respect to
certain interests in the Beaver Valley Power Station, Unit No. 2.

              "Facility Lease (Bruce Mansfield)" means, collectively, the
facility leases, dated as of September 30, 1987, as the same may from time to
time be amended, supplemented or modified, between Meridian Trust Company, as
lessor, and the Company and Toledo, as lessees, with respect to certain
interests in the Bruce Mansfield Power Plant, Units 1, 2, and 3.

              "First Mortgage."  The term "First Mortgage" shall mean the
Mortgage and Deed of Trust dated July 1, 1940, between the Company and Guaranty
Trust Company of New York (predecessor of Morgan Guaranty Trust Company of New
York), as trustee, as extended, recast, replaced, amended, supplemented,
restated or renewed from time to time (except as otherwise specified herein),
and which was first filed for record in the counties set forth in Exhibit C
hereto.

              "First Mortgage Lien."  The term "First Mortgage Lien" shall mean
the lien created by or under the First Mortgage on the mortgaged property.
That lien is and shall be superior and senior in priority to the lien hereof.

              "First Mortgage Bonds."  The term "First Mortgage Bonds" shall
mean all bonds, obligations or indebtedness now or hereafter secured by the
First Mortgage.

              "Further Permitted Obligations."  The term "Further Permitted
Obligations" shall mean the principal of, premium, if any, and interest on any
indebtedness secured hereby in accordance with Section 1 of Article III hereof
that does not constitute Bank Obligations.

              "Further Permitted Obligations Agreement."  The term "Further
Permitted Obligations Agreement" shall mean (i) the Further Permitted
Obligations Agreements identified in Exhibit B-2 hereto and (ii) any other
agreement or document entered into by the Company or its affiliates with any
Person, as amended, extended or modified





                                     - 9 -

<PAGE>   15
from time to time, which creates Further Permitted Obligations and which by its
terms states it is to be a "Further Permitted Obligations Agreement" hereunder.

              "Further Permitted Obligations Lenders."  The term "Further
Permitted Obligations Lenders" shall mean creditors under Further Permitted
Obligations Agreements and their successors and assigns thereunder.

     "Indenture."  The term "Indenture" shall mean this instrument and all
indentures supplemental hereto.

              "Letter of Credit."  The term "Letter of Credit" shall mean each
letter of credit issued by an L/C Bank pursuant to a Credit Agreement, together
with all amendments thereto, or any other letter of credit, together with all
amendments thereto, issued by an L/C Bank in substitution therefor.

              "L/C Bank."  The term "L/C Bank" shall mean any banking
institution which has issued or shall issue a Letter of Credit pursuant to a
Credit Agreement and, in each case, its successors and assigns thereunder.

              "L/C Payment."  The term "L/C Payment" shall mean any payment
made by an L/C Bank under its Letter of Credit.

              "Lien of the Indenture."  The term "lien hereof" or "lien of the
Indenture" or "lien of this Indenture" shall mean the lien and security
interest created by these presents (including the after-acquired property
clauses hereof), or created by any subsequent conveyance to the Trustee
hereunder (whether made by the Company or any other corporation or any
individual or co-partnership) or otherwise created, effectively constituting
any property a part of the security held by the Trustee for the benefit of the
Secured Parties which lien and security interest are and shall be subordinate
and junior in priority to Permitted Liens, including the First Mortgage Lien
and any Prior Liens.

              "Liens upon rights-of-way for transmission or distribution line
purposes." The term "liens upon rights-of-way for transmission line or
distribution line purposes" shall mean any mortgages, liens or other
encumbrances created by others than the Company and any renewal or extension of
any such lien, mortgage or other encumbrance, which at the particular time in
question, are liens upon the lands over which easements or rights-of-way for
transmission or distribution line purposes are held, securing bonds or other
indebtedness which have not been assumed or guaranteed by the Company or on
which the Company does not customarily pay interest charges.

              "Moody's."  The term "Moody's" shall mean Moody's Investors
Service, its successors and assigns, and, if such entity shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating
agency, "Moody's" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Company by notice to the Trustee.





                                     - 10 -

<PAGE>   16
              "Mortgaged property."  The terms "mortgaged property" or "trust
estate" shall mean as of any particular time the property which at said time is
covered or intended to be covered by the lien of this Indenture pursuant to the
granting clauses hereof or of any supplemental indenture hereto.

              "Notice of Actionable Event."  The term "Notice of Actionable
Event" shall mean (i) a notice from an Agent of the occurrence of an event of
default under its Credit Agreement which (a) has resulted in the acceleration
of the maturity of the debt under that Credit Agreement, or (b) is the basis
for the declaration in such Notice of Actionable Event that any such debt is
immediately due and payable, or (ii) a notice from any Representative of the
occurrence of an event of default under any Further Permitted Obligations
Agreement which has resulted in the acceleration of the maturity of the debt
under that Further Permitted Obligations Agreement, or is the basis for the
declaration in such Notice of Actionable Event that any such debt is
immediately due and payable.  A Notice of Actionable Event has been "given"
when any of the notices referred to in clause (i) or clause (ii) of the
immediately preceding sentence have been received by a responsible officer of
the Trustee.   A Notice of Actionable Event is "outstanding" at all times after
such Notice of Actionable Event has been given until such time, if any, as such
Notice of Actionable Event has been rescinded.  A Notice of Actionable Event
has been "rescinded" when, after a Notice of Actionable Event has been given,
all the Persons giving such notices have subsequently delivered to a
responsible officer of the Trustee a certificate or certificates stating that
there exists no actionable event referred to in the applicable Notice of
Actionable Event with respect to the Bank Obligations (in the case of an Agent)
or with respect to the Further Permitted Obligations (in the case of a
Representative).

              "Nuclear Fuel."  The term "Nuclear Fuel" shall mean (i) any
substance, material or fuel element, including nuclear fuel and associated
means (and any similar or analogous substance or device), whether or not
classified as fuel and whether or not chargeable to operating expenses,
comprising or intended to comprise, or formerly comprising, the core, or other
part, of a nuclear reactor or any similar or analogous device, (ii) any
substance, material or fuel element, including nuclear fuel and associated
means (and any similar or analogous substance or device) while in the process
of fabrication or preparation and special nuclear or other materials held for
use in such fabrication or preparation, (iii) any substance, material or fuel
element formerly comprising such nuclear fuel and associated means (or any
similar or analogous substance or device) and which are undergoing or have
undergone, reprocessing and (iv) uraniun, thorium, plutonium and any other
substance or material from time to time used or selected for use by the Company
as fuel materials, or as potential fuel material, in a nuclear reactor or any
similar or analogous device.

              "Obligations."  The term "Obligations" shall mean all Bank
Obligations and all Further Permitted Obligations.  The term "outstanding,"
when used with reference to Obligations, shall mean as of any particular time
all Obligations set forth in Exhibits B-1 and B-2 attached hereto, together
with any additional Obligations secured hereunder pursuant to Article III
hereof, except Obligations terminated or discharged at or prior to the
particular time.





                                     - 11 -

<PAGE>   17
              "Officers' certificate."  The term "officers' certificate" shall
mean a certificate signed and verified by the President or a Vice President and
the Treasurer or an Assistant Treasurer of the Company.

              "Opinion of counsel."  The term "opinion of counsel" shall mean
an opinion or opinions in writing signed by counsel.

              "Outstanding."  The term "outstanding," when used with respect to
Obligations, shall have the meaning specified in the definition of Obligations,
and, when used with respect to First Mortgage Bonds or prior lien bonds, shall
have the meaning specified in the First Mortgage, and, when used with respect
to any other indebtedness of the Company or another corporation, shall mean
indebtedness other than that indebtedness which has been terminated or
discharged at or prior to the particular time.

              "Permitted Liens."  The term "Permitted Liens" shall mean:

                      (a)      liens upon rights-of-way for transmission or
              distribution line purposes, provided that the Company has, in the
              opinion of counsel, power under eminent domain or similar
              statutes to condemn or acquire easements or rights-of-way
              sufficient for its purposes over the land covered by the
              rights-of-way in question or other lands adjacent thereto;

                      (b)      undetermined liens and charges incidental to
              construction to the extent not prohibited by Section 2 of Article
              IV;

                      (c)      the right reserved to, or vested in, any
              municipality or public authority by the terms of any right,
              power, franchise, grant, license, permit or by any provision of
              law, to purchase or recapture or to designate a purchaser of, any
              of the mortgaged property;

                      (d)      the lien of taxes for the then current year;

                      (e)      the lien of taxes and assessments not at the
              time due;

                      (f)      the lien of specified taxes and assessments
              already due but the validity of which is being contested at the
              time by the Company in good faith, unless thereby, in the opinion
              of the Trustee or of counsel selected or approved by the Trustee,
              any of the mortgaged property may be lost or forfeited;

                      (g)      the First Mortgage Lien;

                      (h)      the lien of the first indenture (including any
              supplemental indentures thereto) executed by the surviving entity
              of any merger of Toledo into the Company or of the Company into
              Toledo, or of any consolidation of the Company and Toledo, which
              (i) secures indebtedness of that surviving entity and (ii)
              provides that no First Mortgage Bonds may be issued while





                                     - 12 -

<PAGE>   18
              such indebtedness is outstanding, except to the trustee under 
              such indenture; and

                      (i)      any Prior Liens.

              The term "Permitted Liens" shall also mean and include as of any
particular time any controls, liens, restrictions, regulations, easements,
exceptions or reservations of any governmental authority to the extent
applicable to Nuclear Fuel.

              "Person."  The term "Person" shall mean any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

              "Prior Lien."  The term "Prior Lien" shall have the meaning
assigned to the term "prior lien" in the First Mortgage, as in effect on the
date hereof.

              "Prior lien bonds."  The term "prior lien bonds" shall mean
bonds, obligations or indebtedness secured by a Prior Lien.  The term
"outstanding prior lien bonds" shall have the meaning assigned to that term in
the First Mortgage, as in effect on the date hereof.

              "Property Additions."  The term "Property Additions" shall mean
any new or additional property, real or personal (including separate and
distinct units, plants, systems and properties), located within the State of
Ohio, or located in any other State if such property is physically connected
with any of the properties of the Company located in Ohio, either directly or
through other property of the Company, and improvements, extensions or
additions (including in these terms equipment and appliances installed as a
part of the fixed property of the Company) to or about the plants or properties
of the Company purchased, constructed or otherwise acquired by the Company
after the date of the execution and delivery of this Indenture, and in every
case used or useful for the business of generating, manufacturing,
transmitting, distributing or supplying electricity for light, heat, cold,
power, or other purposes, and in every case properly chargeable to fixed
property accounts under the regulations, rules and orders, if any, with respect
to such matters, in force at the time, of The Public Utilities Commission of
Ohio or other public body or authority having jurisdiction or supervisory
authority over the accounts of the Company, or, if there are no such
regulations, rules and orders, in the opinion of the signers of a certificate
of the nature of an Engineer's Certificate (as defined in the First Mortgage).

              "Property Additions" as so defined, without limitation of the
general import of such term, shall include:

                      (a)      subject to Article XII, property acquired by the
              Company or by a successor corporation as a result of any
              consolidation or merger to which the Company or any successor
              corporation may be a party;





                                     - 13 -

<PAGE>   19
                      (b)      permanent improvements, extension or additions
              to or about the properties of the Company in the process of
              construction or partially completed, in so far as actually
              constructed or completed;

                      (c)      property purchased, constructed or otherwise
              acquired to replace property retired;

                      (d)      easements, rights-of-way and leases over private
              property for towers, poles, wires, conduits or mains, or for
              transmission line or distribution line purposes, and rights,
              permits or licenses to use or appropriate water, or to overflow
              the land of others by the erection of dams or otherwise, and
              transmission line or distribution line equipment or dams or other
              similar structures installed by the Company on any such land,
              provided that, in the opinion of counsel, such easements, rights-
              of-way and leasehold interests or such rights, permits or
              licenses shall run for an unlimited or indeterminate or
              indefinite period of time, or for a period of time extending
              beyond the date of maturity of all Obligations then outstanding
              under this Indenture and all additional Obligations proposed to
              be secured at the particular time in question, or the Company has
              power under eminent domain or similar statutes to condemn and
              acquire such rights-of-way or rights-of-way adjacent thereto, or
              to acquire rights, permits, or licenses sufficient for its
              purposes to use or appropriate water or overflow said lands, as
              the case may be;

                      (e)      transmission line or distribution line equipment
              or dams or other similar structures located or constructed on,
              over or under public highways or other public property, provided
              that the Company shall, in the opinion of counsel, have the
              lawful right under permits or franchises granted by a
              governmental body having jurisdiction in the premises or by the
              law of the State in which such property is located to maintain
              and operate such equipment or structures for an unlimited,
              indeterminate or indefinite period of time or for the period, if
              any, specified in such permit or franchise or law and that the
              terms of such permit or franchise or law do not contain any
              provisions giving to any public authority the right to take over
              such equipment without the payment of fair consideration
              therefor; and

                      (f)      provided that the Company shall have acquired
              good title to the artificially filled land extending beyond the
              natural shore line of Lake Erie in front of the land owned by the
              Company described in the First Mortgage as Parcels Nos. 1 to 18,
              inclusive, of the kind described in Subdivision (e)(1) of Section
              5 of Article III of the First Mortgage or shall have acquired the
              right to occupy said land as described in Subdivision (e)(4) of
              said Section 5, permanent improvements, extensions or additions
              to or about the plant and property of the Company located on the
              site of said artificially filled land (but only those constructed
              or installed after the date of the execution and delivery of this
              Indenture), provided, however, that until the Company shall have
              delivered to the Trustee an opinion of counsel with respect to
              good title





                                     - 14 -

<PAGE>   20
              to such artificially filled land, the aggregate amount with
              respect to any such improvements, extensions or additions which
              shall be deemed to be Property Additions and which may be made
              the basis of securing additional Obligations shall not exceed
              Fourteen million two hundred fifty thousand dollars
              ($14,250,000).

              "Property Additions" as so defined shall not include:

                      (aa)     good will or going concern value;

                      (bb)     any contracts or operating agreements or
              franchises or governmental permits, granted or acquired, as such,
              separate and distinct from the property operated thereunder or in
              connection therewith or incident thereto;

                      (cc)     any shares of stock or certificates or evidences
              of interest therein, or any bonds, notes or other evidences of
              indebtedness or certificates of interest therein or any other
              securities;

                      (dd)     any materials, merchandise, appliances or
              supplies acquired for the purpose of resale or leasing to its
              customers in the ordinary course and conduct of the business of
              the Company, or any materials or supplies held for consumption in
              operation or held in advance of use thereof for fixed capital
              purposes; or

                      (ee)     leasehold estates, rights-of-way, or easements,
              with respect to land owned by others and additions installed by
              the Company on leasehold estates, rights-of-way or easements, or
              under any permits or franchises granted by a governmental body,
              except as permitted by Subdivisions (d) and (e) of this
              definition.

              "Representative."  The term "Representative" shall mean (i) with
respect to any Further Permitted Obligations Agreement to which more than one
Further Permitted Obligations Lender is a party, the Person authorized to
exercise remedies on behalf of the Further Permitted Obligations Lenders which
are parties to such Further Permitted Obligations Agreement and (ii) with
respect to any Further Permitted Obligations Agreement to which only one
Further Permitted Obligations Lender is a party, such Further Permitted
Obligations Lender.

              "Responsible officer of the Trustee."  The term "responsible
officer of the Trustee" shall mean the chairman of the board of directors, the
president, every vice-president, the secretary, the treasurer, every trust
officer, every assistant trust officer, and every other officer and assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers respectively or
to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with a particular subject.





                                     - 15 -

<PAGE>   21
              "Secured Parties."  The term "Secured Parties" shall mean the
holders from time to time of the Obligations.

              "S&P."  The term "S&P" shall mean Standard & Poor's Ratings
Group, its successors and assigns, and, if such entity shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating
agency, "S&P" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Company by notice to the Trustee.

              "Supplemental indenture."  The term "supplemental indenture" or
"indenture supplemental hereto" shall mean any indenture supplemental to this
Indenture now or hereafter duly authorized and entered into in accordance with
the provisions of this Indenture.

              "Toledo."  The term "Toledo" shall mean The Toledo Edison Company.

              "Toledo Subordinate Indenture."  The term "Toledo Subordinate
Indenture" shall mean that certain Open-End Subordinate Indenture of Mortgage
between Toledo and Bank One, Columbus, N.A., as Trustee, dated as of June 1,
1994.

              "Trustee."  The term "Trustee" shall mean at a particular time
the original or successor Trustee then serving as such under this Indenture.

              "Trust estate."  See definition of "mortgaged property."

              SECTION 2.  Construction of References.  The terms defined in
this Indenture shall, for purposes of this Indenture, have the meanings
assigned to them and shall include the plural as well as the singular.  All
references in this Indenture to designated Articles, sections and other
subdivisions are to designated Articles, sections and other subdivisions of
this Indenture, and the words "hereof," and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, section or other subdivision.  Except as otherwise indicated, all
agreements or instruments herein defined or referred to shall mean such
agreements or instruments as the same may from time to time be supplemented or
amended or the terms thereof waived or modified to the extent permitted by, and
in accordance with, the terms thereof.  Any term defined in this Indenture by
reference to the meaning given to such term in another document shall survive
the termination of such other document.

              SECTION 3.  Acts by Secured Parties, Agents, Representatives or
Designated Holders.  Any request, demand, authorization, direction,
certificate, notice, acceptance, consent, waiver or other action permitted or
required by this Indenture to be given or taken by the Secured Parties, by any
Agent, by any Representative or by the Designated Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Persons either in person or by one or more duly authorized agents and,
except as otherwise expressly provided such action shall become effective when
such instrument or instruments are received by a responsible officer of the
Trustee.  The instrument or instruments evidencing such action (and the





                                     - 16 -

<PAGE>   22
action embodied therein and evidenced thereby) are sometimes referred to herein
as the "Act" of the Persons signing such instrument or instruments.  The
Trustee shall be entitled to rely conclusively, and shall be fully protected in
relying, on an Act of a Person purporting to act on behalf of the holder of any
of the Obligations; PROVIDED, HOWEVER, that prior to so relying, the Trustee
may (but shall not be obligated to) require any individual acting on behalf of
the holders of Obligations purported to be represented by such Person to
present such documents as the Trustee may reasonably require in order to
establish the authority of the individual so acting.

              SECTION 4.  Determination of Amounts of Obligations.  Whenever
the Trustee is required to determine the amount of any of the Obligations or
the amount of any Credit Exposure for any purpose of this Indenture, it shall
(unless otherwise directed by a court of competent jurisdiction) be entitled to
determine such amounts on the basis of certificates of (i) the relevant Agent
in the case of Bank Obligations and/or the Commitments and (ii) the relevant
Representative in the case of the Further Permitted Obligations; PROVIDED,
HOWEVER, that if, after receipt of a written or oral (promptly confirmed in
writing) request from the Trustee, the Agent or the Representative, or other
Person designated on behalf of any thereof, shall fail to certify as to such
amounts to be certified by such Person, the Trustee shall be entitled to
determine such amounts by such method as the Trustee may, in its sole
discretion, determine, including without limitation on the basis of an
officer's certificate.  The Trustee may rely conclusively, and shall be fully
protected in relying, on the determination made by it in accordance with the
provisions of the immediately preceding sentence (or as otherwise directed by a
court of competent jurisdiction) and shall have no liability to the Company,
any holder of any Obligation or any other Person as a result of such
determination.

              Upon the execution of any Credit Agreement or Further Permitted
Obligations Agreement, the Company will provide the Trustee with an executed
copy thereof.

              SECTION 5.  Effect of Headings.  The Section headings and the
Table of Contents herein are for convenience of reference only, do not
constitute a part of this Indenture and shall not affect the construction
hereof or be taken into consideration in interpreting this Indenture.

              SECTION 6.  Governing Law.  The provisions of this Indenture
shall be governed by and construed in accordance with the laws of the State of
Ohio.

                                   ARTICLE II

                                 SUBORDINATION

              SECTION 1.  Subordination.  The lien of this Indenture is and
shall remain subordinate and junior in priority to Permitted Liens, including
the First Mortgage Lien for the security of all First Mortgage Bonds now
authenticated and delivered and hereafter to be authenticated and delivered
under the First Mortgage and any Prior Liens securing the payment of any prior
lien bonds including any extension, recast,





                                     - 17 -

<PAGE>   23
replacement, amendment, supplement, restatement or renewal of Permitted Liens,
including the First Mortgage or any Prior Lien and irrespective of any
modification of the First Mortgage or any Prior Lien or any of the First
Mortgage Bonds or prior lien bonds or the issuance of any additional First
Mortgage Bonds or prior lien bonds.  In the event of a merger of the Company
into Toledo, the lien of this Indenture (1) shall be subordinate and junior in
priority to Permitted Liens as such term is defined in the Toledo Subordinate
Indenture, and (2) shall not be considered a "prior lien" as defined in the
First Mortgage (in this context, as such term is used in the Toledo Subordinate
Indenture).

              Notwithstanding the provisions of Section 5 of Article IX hereof,
any proceeds realized from the sale or other disposition of the mortgaged
property, any part thereof or any interest therein, upon foreclosure of the
First Mortgage or any Prior Lien and this Indenture shall be applied as
follows:

              First:           to the payment of all sums and amounts due and
              -----            owing under the First Mortgage or such Prior
                               Lien, including, but not limited to, the payment
                               in full of all of the First Mortgage Bonds and
                               any prior lien bonds;

              Second:          the balance, if any, to the payment of all sums 
              ------           and amounts due and owing and secured by this 
                               Indenture.

              In the event that, in violation of the foregoing paragraph, any
payment or distribution of any kind or character, whether in cash, property or
securities, shall be received by the Trustee before the First Mortgage Bonds or
prior lien bonds are paid in full, or provisions made for such payment in
accordance with the terms of the First Mortgage Bonds and the First Mortgage
and the Prior Liens and prior lien bonds, such payment or distribution shall be
held in trust for the benefit of, and shall be paid over or delivered to the
trustee under the First Mortgage and Prior Lien for application to the payment
of all payments on the First Mortgage Bonds and prior lien bonds remaining
unpaid to the extent necessary to make all such payments on the First Mortgage
Bonds and prior lien bonds in full in accordance with the terms thereof after
giving effect to any concurrent payment or distribution to the holders of the
First Mortgage Bonds and the prior lien bonds, or to the trustee under the
First Mortgage for the benefit of holders of the First Mortgage Bonds or under
the Prior Lien for the benefit of holders of prior lien bonds.  For purposes of
this Section, the Trustee may rely conclusively upon, and shall be fully
protected in relying upon, a certificate of the trustee under the First
Mortgage with respect to the outstanding balance of the First Mortgage Bonds or
any prior lien bonds.

              SECTION 2.  Further Assurances.  The Trustee from time to time
will, upon reasonable request, execute and deliver such further instruments and
do such further acts as may be necessary to effectuate the intent of this
Indenture, especially to make the lien hereof subordinate and junior in
priority (1) to Permitted Liens, including the First Mortgage Lien and any
Prior Liens, and (2) in the event of a merger of the Company into Toledo, to
Permitted Liens as such term is defined in the Toledo Subordinate Indenture.





                                     - 18 -

<PAGE>   24
                                  ARTICLE III

            SECURING OF ADDITIONAL OBLIGATIONS UNDER THIS INDENTURE

              SECTION 1.  Additional Obligations.  The Company may, from time
to time, secure under this Indenture additional Further Permitted Obligations
incurred under existing or additional Further Permitted Obligations Agreements
and additional Bank Obligations incurred under existing or additional Credit
Agreements, on an equal and ratable basis with all other Obligations secured
hereunder, PROVIDED that the Credit Exposure, after giving effect to such
transaction, will not exceed the Credit Limit (but not including in such
calculation Property Additions unless the conditions set forth below for the
inclusion of such Property Additions in such calculation are met) and PROVIDED
FURTHER that the Trustee is given (i) a certified resolution of the Board of
Directors of the Company authorizing the securing of such Further Permitted
Obligations or Bank Obligations, as the case may be, under this Indenture; (ii)
an Officers' Certificate stating that no Event of Default hereunder, no event
that with the giving of notice or the passage of time (or both) would
constitute an Event of Default hereunder and no potential default or event of
default as defined in any of the Credit Agreements or any of the Further
Permitted Obligations Agreements has occurred and is continuing, that no Notice
of Actionable Event is outstanding or will result from such transaction and
that the Credit Exposure, after giving effect to such transaction, will not
exceed the Credit Limit; (iii) an Opinion of Counsel stating (A) that such
Further Permitted Obligations Agreement or such Credit Agreement, as the case
may be, does not violate the terms hereof or of the Credit Agreements or the
Further Permitted Obligations Agreements then in effect, (B) that such Further
Permitted Obligations or the Bank Obligations to be incurred will constitute
Obligations secured hereunder, (C) that the execution of and the delivery,
issuance and compliance with the terms of such Further Permitted Obligations
Agreement or Credit Agreement, as the case may be, have been duly authorized by
the Company and by any and all governmental authorities whose consent is
requisite to such execution, delivery, issuance or compliance, and, unless such
opinion shall state that no consent of any governmental authority is requisite
to such execution, delivery, issuance or compliance, it shall specify any
official certificates or other documents by which such consent is evidenced,
and the same shall accompany such opinion, (D) that a supplemental indenture
has been properly recorded and filed so as to make effective the lien intended
to be created hereby with respect to such Further Permitted Obligations or Bank
Obligations, and reciting the details of such action, or stating that in the
opinion of such counsel no such action is necessary to make such lien
effective, (E) that since the date of the last previous opinion of counsel
filed with the Trustee pursuant to Section 1 of this Article III (or since the
date of the execution and delivery of this Indenture if no such opinion was
filed), no mortgaged property which is still owned by the Company has become
and still remains subject to any lien not existing thereon at such previous
date prior to the lien of this Indenture as security for such Further Permitted
Obligations or Bank Obligations, excepting specified judgment liens and
Permitted Liens and (F) that all conditions precedent provided for in this
Indenture relating to the securing of such Further Permitted Obligations or
Bank Obligations have been compiled with, and that the amount of Obligations
then secured by this Indenture will not exceed the amount at the





                                     - 19 -

<PAGE>   25
time permitted by law; (iv) an Accountant's Certificate stating that the Credit
Exposure, after giving effect to such transaction, will not exceed the Credit
Limit as to be calculated under this Article III, which certificate shall
include the statements required by Section 4 of Article XVI and (v) an executed
copy of such Further Permitted Obligations Agreement or the Credit Agreement,
as the case may be, or a copy certified by an officer's certificate to be a
true copy thereof.

              Any Property Additions shall be included in the calculation of
the Credit Limit under this Article III only if prior to or concurrently with
the delivery of the foregoing items to the Trustee, the Trustee shall also have
received with respect to such Property Additions

               (i) an Opinion of Counsel stating that:

                      (1)      the Company has, or upon delivery of the
              instruments of conveyance, transfer or assignment, if any,
              specified in such opinion will have, good title to any tracts or
              parcels of land and the improvements thereon included in those
              Property Additions (except such as have been retired and except
              such with respect to which the Company can furnish the opinion of
              counsel described in paragraph (4) of this subdivision), subject
              only to such defects therein as the Company may have power by
              appropriate legal proceedings to cure, or which, in the opinion
              of such counsel, are inconsequential, and to such liens and
              encumbrances as are referred to in paragraphs (6) and (7) below;

                      (2)      if such Property Additions include any
              easements, rights-of-way, or leases over private property for
              towers, poles, wires, conduits or mains, or for transmission line
              or distribution line purposes, or rights, permits or licenses to
              use or appropriate water or to overflow the land of others by the
              erection of dams or otherwise, or transmission line or
              distribution line equipment or dams or other similar structures
              installed by the Company upon any such land, the Company is
              entitled to such right-of-way or easement or such leasehold
              interest or such right, permit or license, as the case may be,
              for an unlimited or indeterminate or indefinite period of time,
              or for a period extending beyond the date of maturity of the
              additional Obligations to be secured hereunder and also beyond
              the date of maturity of all Obligations then secured by this
              Indenture, or the Company has power under eminent domain or
              similar statutes to condemn and acquire such right-of-way or a
              right-of-way adjacent thereto, or to acquire rights, permits or
              licenses sufficient for its purposes to use or appropriate water
              or overflow said lands, as the case may be;

                      (3)      if such Property Additions include any
              transmission line or distribution line equipment or dams or other
              similar structures located or constructed on, over or under
              public highways or other public property, the Company has the
              lawful right under permits or franchises granted by a
              governmental body having jurisdiction in the premises or by the
              law of the





                                     - 20 -

<PAGE>   26
              State in which such property is located to maintain and operate
              such equipment or structures for an unlimited, indeterminate or
              indefinite period of time or for the period, if any, specified in
              such permit or franchise or law and that the terms of such permit
              or franchise or law do not contain any provisions giving to any
              public authority the right to take over such equipment without
              the payment of fair consideration therefor;

                      (4)      in case any such Property Additions consist of
              improvements, extensions or additions to or about the plant and
              property located on artificially filled land extending beyond the
              nature shore line of Lake Erie in front of the land owned by the
              Company described in the First Mortgage as Parcels 1 to 18,
              inclusive, and if the Company cannot, at the time, furnish the
              opinion of counsel that the Company has good title as described
              in paragraph (1) of this subdivision, the Company is lawfully
              entitled to occupy said artificially filled land for a period
              extending beyond the date of maturity of the additional
              Obligations to be secured and also beyond the date of maturity of
              all Obligations then secured by this Indenture, or for such
              period of time as the Company continues to occupy and use such
              artificially filled land for the purpose of generating
              electricity, free and clear of any lien or encumbrance prior to
              the lien of this Indenture other than Permitted Liens, the rent
              reserved in case such property is held by the Company under lease
              from any governmental authority, the power of the United States
              Government and the public rights of navigation and fishery;

                      (5)      the Company has corporate power to own and 
              operate such Property Additions;

                      (6)      the nature and extent of the Prior Liens and
              judgment liens, if any, on such Property Additions are correctly
              stated in the Accountant's Certificate with respect to those
              Property Additions referred to in clause (ii) below; and

                      (7)      the Indenture is, or upon delivery of the
              instruments of conveyance, transfer or assignment will be, a lien
              upon all such Property Additions (except such as have been
              retired), free and clear of any mortgage or other lien prior to
              the lien of this Indenture, except specified Prior Liens, if any,
              specified judgment liens, if any, and Permitted Liens; and, in
              the case of Property Additions to or upon leasehold estates, as
              permitted by this Indenture, the lien reserved by the lease for
              rent and for compliance with the terms of the lease, and free and
              clear of any easements or similar encumbrances, except such as,
              in the opinion of such counsel, do not impair the use of such
              Property Additions for the purposes for which they were acquired;

              (ii) an Accountant's Certificate stating in substance (A) the
balance, if any, of the book value of Property Additions, as stated in the most
recent certificate, if any, with respect to book value of Property Additions
theretofore filed with the Trustee, (B)





                                     - 21 -

<PAGE>   27
the aggregate cost to the Company of the gross Property Additions purchased,
constructed or otherwise acquired by the Company during the period specified in
such certificate and not described in any previous certificate with respect to
book value of Property Additions filed with the Trustee, (C) that the
allowances or charges, if any, for interest, taxes, engineering, legal
expenses, superintendence, insurance casualties and other items during
construction, included in the cost to the Company of such of the Property
Additions described in the certificate as were constructed by or for the
Company, are such as are properly chargeable to fixed property accounts under
the regulations, rules and orders, if any, with respect to such matters in
force at the time of construction, of The Public Utilities Commission of Ohio
or other public body or authority having jurisdiction or supervisory authority
over the accounts of the Company, and are such as are, in the opinion of the
signers, proper in respect of the particular Property Additions specified, (D)
that no portion of the cost to the Company of such Property Additions described
in the certificate should properly have been charged to maintenance or repairs,
and that no expenditures are included in the certificate, which under the
regulations, rules and orders, if any, with respect to such matters in force at
the time, of The Public Utilities Commission of Ohio or the public body or
authority having jurisdiction or supervisory authority over the accounts of the
Company, or, if there are no such regulations, rules and orders, in the opinion
of the signers, are not properly chargeable to fixed property accounts, (E)
whether any portion of the Property Additions described in the certificate is
at the time subject to a Prior Lien, and, if so, the total amount of all
outstanding prior lien bonds secured thereby and a brief statement of the
nature and extent of the mortgage or other lien securing the same, and whether
any portion of such Property Additions is, at the time, subject to a judgment
lien and, if so, a brief statement of the nature and extent of such judgment
lien, and (F) that no portion of the Property Additions described in the
certificate is subject to any mortgage, pledge or other lien prior to the lien
of this Indenture, except the Prior Liens and judgment liens, if any, specified
pursuant to paragraph (E) hereof, the Permitted Liens and, in the case of
Property Additions to or upon leasehold estates, as permitted by this
Indenture, the lien reserved by the lease for rent and for compliance by the
Company with the terms of the lease, and that no portion of such Property
Additions is subject to any easement or similar encumbrance except such as, in
the opinion of the signer, does not impair the continued use of such Property
Additions for the purposes for which they were acquired; and

              (iii) such instruments of conveyance, transfer and assignment as,
in the opinion of counsel, may be necessary to vest in the Trustee to hold as a
part of the mortgaged property all right, title and interest of the Company in
and to those Property Additions, or the opinion of counsel that no such
instruments are necessary for such purposes.

              Upon the satisfaction of the aforesaid conditions then such
Further Permitted Obligations or Bank Obligations shall be Obligations secured
hereunder and entitled to the benefits of this Indenture on an equal and
ratable basis with all other Obligations secured hereunder and shall be so
noted upon the records of the Trustee maintained with respect to this Indenture
and the Trustee shall furnish, upon request, a





                                     - 22 -

<PAGE>   28
confirmation to that effect to the Company or, at the request of the Company,
enter into a supplemental indenture hereto as provided in Section 1(g) of
Article XIV.

              SECTION 2.  Delivery.  An executed or certified copy of any
amendments or supplements to, or extensions of, any Further Permitted
Obligations Agreement, any Credit Agreement or the First Mortgage, as the case
may be, shall be promptly delivered by the Company to the Trustee upon
execution thereof.

              SECTION 3.  Limit of Outstanding Obligations; Continuing Lien.
The aggregate principal amount of Obligations which may be secured by this
Indenture and outstanding at any one time shall not, in any event, exceed the
amount at the time permitted under Section 1 hereof, but in all events the
Credit Exposure shall not exceed the lesser of the Credit Limit or
$1,500,000,000.  But the aggregate principal amount of Obligations which may be
so secured hereunder may, at any time at the election of the Company, evidenced
by an indenture supplemental hereto, be limited to such lesser definite
aggregate principal amount as may be specified in such supplemental indenture.
This Indenture shall be and constitute a continuing lien and security interest
to secure the full and final payment of all Obligations which may, from time to
time, be outstanding and secured hereby.

              SECTION 4.  Toledo Obligations.  In the event of a merger of
Toledo Edison into the Company then upon the satisfaction of the conditions set
forth in Section 1(b) of Article XII of the Toledo Subordinate Indenture, all
Obligations set forth in Exhibits B-1 and B-2 thereto which are then
outstanding under the Toledo Subordinate Indenture and which were not prior to
the date of such merger Obligations hereunder shall thenceforth be deemed to be
Obligations hereunder and entitled to the benefits of this Indenture on an
equal and ratable basis with all other Obligations secured hereunder.


                                   ARTICLE IV

                      PARTICULAR COVENANTS OF THE COMPANY

              The Company hereby covenants, warrants and agrees:

              SECTION 1.  Title.  That the Company is lawfully seized and
possessed of all the mortgaged property; that it has good right and lawful
authority to mortgage the same as provided in this Indenture; and that the
mortgaged property is, as of the date of execution of this Indenture, free and
clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or
affecting the title thereto prior to the lien and security interest of this
Indenture, except for the First Mortgage and the First Mortgage Lien, any Prior
Liens and all other Permitted Liens and except as set forth in the granting
clauses hereof. That the Company will at all times protect its title to the
mortgaged property and every part thereof against loss by reason of any
foreclosure or other proceeding to enforce any lien thereon prior to the lien
of this Indenture.





                                     - 23 -

<PAGE>   29
              SECTION 2.  Payment of Taxes.  That the Company will duly pay and
discharge, or cause to be paid and discharged, as the same shall become due and
payable, all taxes, rates, assessments and governmental and other charges
lawfully levied and imposed upon the mortgaged property, including the
franchises, earnings and business of the Company, and will duly observe and
conform to all valid requirements of any governmental authority relative to any
part of such property, and all covenants, terms and conditions under or upon
which any part of such property is held; and that the Company will not suffer
any mechanics', laborers', statutory or other similar lien or charge to be
hereafter created or remain upon such property or any part thereof, or the
income therefrom.  However, nothing contained in this Section shall require any
such tax, assessment, lien or charge to be paid or any such requirement to be
complied with so long as the validity thereof shall be contested in good faith,
unless thereby, in the opinion of the Trustee or of counsel selected or
approved by the Trustee, any of such property may be lost or forfeited.  The
Trustee is under no duty to render its opinion or to obtain the opinion of
counsel referred to in the preceding sentence, unless requested by any Agent or
Representative.

              SECTION 3.  Insurance.  That the Company will insure the
mortgaged property in the amount and with the coverage required by the First
Mortgage, as in effect on the date hereof, and on each such insurance policy
will cause the Trustee to be named as an additional insured and loss payee as
its interest may appear.  The Company will provide certificates of insurance to
such effect to the Trustee as evidence of compliance with this Section.

              SECTION 4.  Good Repair.  That the Company will at all times make
or cause to be made such expenditures by means of renewals, replacements,
repairs, maintenance, or otherwise as shall be necessary to maintain, preserve
and keep the mortgaged property at all times in good repair, physical
condition, working order and condition and in a state of good operating
efficiency, except that the Company may abandon any property as provided in
Section 2(b) of Article VII.

              SECTION 5.  Advances.  That, if the Company shall fail to perform
any of the covenants contained in Sections 2, 3 and 4 of this Article, the
Trustee, or any receiver appointed hereunder, may make, but is under no duty to
make, advances to perform the same in its behalf; and the Company hereby agrees
to repay all sums so advanced in its behalf, on demand, with interest at six
percent (6%) per annum after demand, and all sums so advanced, with interest as
aforesaid, shall be secured hereby having the benefit of the lien hereof in
priority to the indebtedness evidenced by the Obligations but subordinate and
junior in priority to the First Mortgage Lien and any Prior Liens; but no such
advances shall be deemed to relieve the Company from any default hereunder.

              SECTION 6.  Recordation.  That the Company will cause this
Indenture and any and all supplemental indentures and instruments of further
assurance at all times to be kept recorded and filed in such manner and in such
places as may in the opinion of counsel be required by law in order fully to
preserve and protect the rights of the Secured Parties and the Trustee
hereunder, and that it will furnish to the Trustee





                                     - 24 -

<PAGE>   30
                      (a)      promptly after the execution and delivery of
              each supplemental indenture, an opinion of counsel stating that
              in the opinion of such counsel such supplemental indenture has
              been properly recorded and filed so as to make effective the lien
              intended to be created thereby, and reciting the details of such
              action, or stating that in the opinion of such counsel no such
              action is necessary to make such lien effective; and

                      (b)      on or before July 1 of each year, beginning with
              the year 1995, an opinion of counsel either stating that in the
              opinion of such counsel such action has been taken with respect
              to the recording, filing, re-recording and re-filing of this
              Indenture and of each supplemental indenture as is necessary to
              maintain the lien thereof, and reciting the details of such
              action, or stating that in the opinion of such counsel no such
              action is necessary to maintain such lien.

              SECTION 7.  Further Assurances.  That the Company will, upon
reasonable request, execute and deliver such further instruments and do such
further acts as may be necessary or proper to carry out more effectually the
purposes of this Indenture, especially to make subject to the lien hereof any
property agreed to be subjected hereto, or intended so to be, to transfer to
any new trustee or trustees the trust estate, powers, instruments and funds
held in trust hereunder and to confirm the lien of this Indenture with respect
to any Obligation.

              SECTION 8.  Subordination of Subsequent Mortgages.  That in case
the Company shall hereafter create any mortgage upon, or pledge of, the
mortgaged property or any part thereof, other than Permitted Liens, such
mortgage or pledge shall be and shall be expressed, in form and substance
satisfactory to the Trustee, to be subject to first, Permitted Liens, including
the prior lien of the First Mortgage for the security of all First Mortgage
Bonds then authenticated and delivered or thereafter to be authenticated and
delivered under the First Mortgage and Prior Liens for the security of all
prior lien bonds then authenticated and delivered or thereafter to be
authenticated and delivered under Prior Liens, and second, the Prior Lien of
this Indenture for the security of the Obligations.  That, subject to the
provisions of Article XII, in case the Company shall hereafter acquire or own
any property (other than property of the nature specifically excepted by the
terms of the granting clauses of this Indenture) which is not subject to a
Prior Lien (but which in any event will be subject to the First Mortgage Lien)
and with respect to which it has the power to subject either to the lien of
this Indenture or to a Prior Lien as a superior lien, it will subject such
property to the lien of this Indenture as a superior lien (but which lien in
any event will be subordinate to the First Mortgage Lien).

              SECTION 9.  Performance Under First Mortgage and Prior Liens.
That the Company will faithfully perform or cause to be performed all the
terms, covenants and conditions to be performed by the Company under the First
Mortgage or by the mortgagor under any Prior Lien.  But nothing contained
herein shall be construed to prevent the extension or renewal of any lien
arising under the First Mortgage or of any





                                     - 25 -

<PAGE>   31
Prior Lien, or of any indebtedness secured thereby, including the principal of
any outstanding First Mortgage Bonds or of any prior lien bonds.

              SECTION 10.  Corporate Existence.  That the Company will, subject
to the provisions of Article XII, at all times maintain its corporate existence
and right to carry on business and duly procure all renewals and extensions
thereof, and, subject to the provisions of this Indenture, will diligently
maintain, preserve and renew, all the rights, powers, privileges and franchises
owned by it.

              SECTION 11.  Compliance with Laws.  That the Company will comply
in all material respects with all applicable laws, rules, regulations, and
orders of any governmental authority, the noncompliance with which would
materially and adversely affect the business or condition of it or its ability
to perform its obligations under this Indenture or the value of the mortgaged
property, such compliance to include, without limitation, all federal, state
and local laws relating in any way to the protection of the environment, except
to the extent compliance with any of the foregoing is then being contested in
good faith unless thereby, in the opinion of the Trustee or of counsel selected
or approved by the Trustee, any mortgaged property may be lost or forfeited.
The Trustee is under no duty to render its opinion or to obtain the opinion of
counsel referred to in the preceding sentence, unless requested by any Agent or
Representative.

              SECTION 12.  Accountant's Certificate.  That the Company will
furnish to the Trustee on or before July 1 of each year, beginning with the
year 1995, an Accountant's Certificate.

              SECTION 13.  Veracity.  That the recitals of fact and statements
contained in this Indenture are true.


                                   ARTICLE V
                                   [RESERVED]

                                   ARTICLE VI
                                   [RESERVED]


                                  ARTICLE VII

                    POSSESSION, USE AND RELEASE OF PROPERTY

              SECTION 1.  Possession Until Default.  Unless an Event of Default
shall have happened and be continuing, the Company shall be suffered and
permitted to possess, use and enjoy all the property and appurtenances,
franchises and rights conveyed by this Indenture, and to receive and use the
rents, issues, income, products and profits thereof, with power in the ordinary
course of business, freely and without let or hindrance on the part of the
Trustee, to use and consume materials and supplies, deal with choses in action,
leases (other than leases subject to the lien of this Indenture) and





                                     - 26 -

<PAGE>   32
contracts, exercise the rights and powers conferred upon it thereby, alter and
repair its buildings and structures, change the position of any of its
buildings, structures, plants, poles, wires, conduits or other property
whatsoever and replace and renew any of its equipment, machinery or other
property, except that the position of none of the mortgaged property may be
changed so as to impair the lien of this Indenture thereon unless such property
is sold, abandoned or otherwise disposed of as permitted by this Section 1 or
Section 2 of this Article VII or released as provided in Section 3 of this
Article VII.

              SECTION 2.  Disposition Without Consent.  The Company may at any
time and from time to time, without any release or consent by the Trustee:

                      (a)      Sell or otherwise dispose of, free from the lien
              of this Indenture, any machinery or equipment, which has become
              worn out, unserviceable, undesirable or unnecessary for use in
              the conduct of its business, upon replacing the same with, or
              substituting for the same, new machinery or equipment, or other
              property of a value at least equal to the original cost of such
              things so disposed of, which new machinery, equipment or other
              property shall without further action become subject to the lien
              of this Indenture, subject to Permitted Liens;

                      (b)      Abandon any property, if in the opinion of the
              Board of Directors the abandonment of such property is desirable
              in the proper conduct of the business and in the operation of the
              properties of the Company, or is otherwise in the best interests
              of the Company;

                      (c)      Modify or amend any lease which shall be a part
              of the trust estate provided that the Company shall forthwith
              assign to and mortgage with the Trustee the modified or amended
              lease, subject to Permitted Liens;

                      (d)      Surrender or assent to the modification of any
              franchise, license, authority or permit which it may hold, or
              under which it may be operating, provided that the Company shall
              have the right, in the opinion of counsel, under the modified
              franchise, license, authority or permit, or under a new
              franchise, license, authority or permit received in exchange in
              the event of any such surrender, or under some other franchise,
              license, authority or permit, to conduct the same or an extended
              business in the same or an extended territory during the same or
              an extended or unlimited or indeterminate or indefinite period of
              time.  For the purposes of this Subdivision (d) and of any
              opinion to be rendered under it, any right of any municipality to
              terminate a permit, license or franchise by purchase, shall not
              be deemed to abridge or affect its duration; and

                      (e)      Surrender or assent to or procure a modification
              of any franchise, license, authority or permit under which it
              operates any of its properties, which it may now or hereafter
              hold or under which it may now or hereafter operate, if, in the
              opinion of the Board of Directors, it is no





                                     - 27 -

<PAGE>   33
              longer necessary or desirable in the profitable conduct of the
              Company's business or in the best interests of the Company to
              operate such properties or to comply with the terms and
              provisions of such franchise, license, authority or permit and,
              if the value and utility generally of all of its properties as an
              entirety and the value of the security for the Obligations will
              not thereby be impaired.

              SECTION 3.  Disposition upon Release under First Mortgage and
Prior Liens.  From time to time hereafter the Company may transfer or otherwise
dispose of any property constituting a part of the trust estate, and the
Trustee shall, subject to the provisions of Section 5 of Article VII hereof,
release the same from the lien of this Indenture, but only upon receipt by it
of:

                      (a)      A certified resolution requesting such release;

                      (b)      A copy of the documents delivered by the Company
              to the First Mortgage Trustee or holder of a Prior Lien in
              connection therewith;

                      (c)      A copy of the instrument executed by the First
              Mortgage Trustee or holder of a Prior Lien releasing that
              property from the First Mortgage Lien or such Prior Lien; and

                      (d)      An opinion of counsel and an officer's
              certificate stating that such disposition and release does not
              violate any covenants hereof.

              SECTION 4.  No Duty to Investigate.  In no event shall any
purchaser or purchasers in good faith of any property purported to be released
hereunder be bound to ascertain the authority of the Trustee to execute the
release; or to inquire as to any facts required by the provisions hereof for
the exercise of such authority; or to see to the application of the purchase
moneys.  Nor shall any purchaser of machinery or equipment or tools or
implements or materials or supplies be under obligation to ascertain or inquire
into the occurrence of the event on which any such sale is hereby authorized.

              SECTION 5.  Obligations and Powers of Trustee.  The Trustee shall
not be required under any of the provisions of this Article VII to release any
part of the mortgaged property from the lien hereof at any time when to the
knowledge of the Trustee the Company shall be in default hereunder, but
notwithstanding any such default the Trustee may release from the lien hereof
any part of the mortgaged property, upon compliance by the Company with the
other conditions specified in this Article VII in respect thereof, if the
Trustee shall have received the consent of the Designated Holders provided
however that the consent of a Bank with respect to its Bank Obligations under a
Credit Agreement initially secured hereunder as identified in Exhibit B-1
hereof shall not be deemed effective unless all of the Banks which are a party
to such Credit Agreement shall have given their consent.  In case the trust
estate shall be in the possession of one or more receivers lawfully appointed
or of a trustee in bankruptcy or reorganization proceedings (including a
trustee or trustees appointed





                                     - 28 -

<PAGE>   34
under the provisions of the bankruptcy laws of the United States) or of
assignees for the benefit of creditors, the powers by this Article VII
conferred upon the Company may be exercised by such receivers, trustees or
assignees, with the approval of the Trustee, regardless of whether or not the
Company is in default hereunder, and in such event a writing signed by such
receivers, trustees or assignees, may be received by the Trustee in lieu of any
certified resolution required by the provisions of this Article.


                                  ARTICLE VIII
                                   [RESERVED]


                                   ARTICLE IX

                             REMEDIES UPON DEFAULT

              SECTION 1.  Events of Default.  In case any one or more of the
following events (herein called "Events of Default") shall happen and be
continuing, that is to say:

                      (a)      Default shall be made by the Company in the
              performance or observance of any of the covenants, agreements or
              conditions on its part in this Indenture or any indenture
              supplemental hereto, and such default shall continue for a period
              of sixty days after written notice to the Company by the Trustee;
              or

                      (b)      The occurrence of an "event of default" under
              the First Mortgage which has resulted in a declaration that the
              principal amount of all of the First Mortgage Bonds is
              immediately due and payable; or

                      (c)      Any proceeding shall be instituted by or against
              the Company seeking to adjudicate it a bankrupt or insolvent, or
              seeking liquidation, winding up, reorganization, arrangement,
              adjustment, protection, relief, or composition or arrangement
              with creditors, a readjustment of its debts, in each case under
              any law relating to bankruptcy, insolvency or reorganization or
              relief of debtors, or seeking the entry of an order for relief or
              the appointment of a receiver, trustee, custodian or other
              similar official for it or for any substantial part of its
              property and, in the case of any such proceeding instituted
              against it (but not instituted or acquiesced in by it), either
              such proceeding shall remain undismissed or unstayed for a period
              of 60 consecutive days, or any of the actions sought in such
              proceeding (including, without limitation, the entry of an order
              for relief against, or the appointment of a receiver, trustee,
              custodian or other similar official for, it or for any
              substantial part of its property) shall occur; or

                      (d)      A Notice of Actionable Event shall have been
              given to a responsible officer of the Trustee and shall remain
              outstanding.





                                     - 29 -

<PAGE>   35
              An Event of Default and its consequences may be waived at any
time prior to the sale of the trust estate by an instrument delivered to the
Trustee and signed by (i) the Designated Holders in the case of an Event of
Default arising under subsections (a), (b) or (c) above or (ii) each Agent or
Representative which delivered the Notice of Actionable Event in the case of an
Event of Default arising under subsection (d) above.  No such waiver shall
extend to or affect any subsequent default or impair or exhaust any right or
power consequent thereon.  An Event of Default arising under subsection (d)
above shall no longer be continuing once such Notice of Actionable Event has
been rescinded.

              SECTION 2.  Sale of Trust Estate.  If an Event of Default shall
happen and be continuing, then, and in every such case, the Trustee may in its
sole discretion, and upon the written request of the Control Party, shall, if
and to the extent permitted by law, by such officer or agent as it may appoint,
sell, subject to Permitted Liens, the trust estate as an entirety or in such
parcels as the Trustee may in its sole discretion determine, at public auction
at some convenient place in the City of Cleveland, Ohio, or at such other place
or places as may be required by law, having first published notice of such sale
in an authorized newspaper in the City of Cleveland, Ohio, at least once in
each of four successive calendar weeks preceding such sale, and having given
any other notice which may be required by law; and from time to time to adjourn
such sale in its discretion by announcement at the time and place appointed for
such sale or for such adjourned sale or sales without further notice except
such as may be required by law; and upon such sale to make or deliver to the
purchaser or purchasers a good and sufficient deed or deeds for the same,
subject to Permitted Liens.  The Trustee and its successors are hereby
irrevocably appointed the true and lawful attorneys of the Company, in its name
and stead, to make all necessary conveyances, assignments and transfers of
property thus sold, subject to Permitted Liens; and for that purpose it and
they may execute all necessary deeds, bills of sale and instruments of
assignment and transfer, and may substitute one or more persons, firms or
corporations with like power, the Company hereby ratifying and confirming all
that its said attorneys, or such substitute or substitutes, shall lawfully do
by virtue hereof.  Nevertheless, if so requested by the Trustee or by any
purchaser, the Company shall ratify and confirm any such sale or transfer by
executing and delivering to the Trustee or to such purchaser or purchasers all
proper conveyances, assignments, instruments of transfer, and releases as may
be designated in any such request, subject to Permitted Liens.

              SECTION 3.  Foreclosure.  If an Event of Default shall happen and
be continuing, then, and in every such case, the Trustee may in its sole
discretion, and upon the written request of the Control Party, shall, proceed
by suit or suits at law or in equity or by any other appropriate remedy to
foreclose this mortgage and to sell, subject to Permitted Liens, the trust
estate under a judgment or decree of a court or courts of competent
jurisdiction, or by the enforcement of any other appropriate legal or equitable
remedy as the Trustee shall deem most effectual to protect and enforce any of
its rights or any of the rights of the Secured Parties.

              SECTION 4.  Manner of Sale.  Upon any sale, whether made under
the power of sale hereby given or by virtue of judicial proceedings, the whole
of the trust estate





                                     - 30 -

<PAGE>   36
shall be sold in one parcel as an entirety, unless such sale as an entirety, in
the sole discretion of the Trustee, shall be impracticable by reason of some
statute or other cause, or unless the Control Party shall in writing request
the Trustee to cause the trust estate to be sold in parcels, in which case the
sale shall be made in such parcels and in such order as may be specified in
such request, but, if not so specified, as the Trustee in its sole discretion
shall deem most expedient in the interest of the Secured Parties, but every
such sale shall be subject to Permitted Liens.  The Company, to the full extent
that it may lawfully do so, for itself, and for all who may claim through or
under it, hereby expressly waives and releases all right to have the trust
estate or any part thereof marshalled upon any foreclosure, sale or other
enforcement hereof, and the Trustee, or any court in which the foreclosure of
this Indenture or the administration of the trust hereby created is sought,
shall have the right as aforesaid to sell the entire trust estate as a whole in
a single parcel, but every such sale shall be subject to Permitted Liens.

              Upon any sale, whether made under the power of sale hereby given
or by virtue of judicial proceedings, any Secured Party may bid for and
purchase the mortgaged property, and upon compliance with the terms of sale,
may hold, retain and possess and dispose of such property in his or their own
absolute right without further accountability subject to Permitted Liens.

              Upon any sale, whether made under the power of sale hereby given
or by virtue of judicial proceedings, the receipt of the Trustee, or of the
officer making a sale under judicial proceedings, shall be a sufficient
discharge to the purchaser or purchasers at any sale for his or their purchase
money, and such purchaser or purchasers, his or their assigns or personal
representative, shall not, after paying such purchase money and receiving such
receipt of the Trustee or of such officer therefor, be obliged to see to the
application of such purchase money, or be in any wise answerable for any loss,
misapplication or non-application thereof.

              Any such sale, whether under any power of sale hereby given or by
virtue of judicial proceedings, shall operate to divest all right, title,
interest, claim and demand whatsoever, either at law or in equity, of the
Company, in and to the property sold, and shall be a perpetual bar both at law
and in equity, against the Company, its successors and assigns, and against any
and all persons claiming or to claim the property sold or any part thereof
from, through or under the Company, its successors or assigns, except the
holders and beneficiaries of Permitted Liens.

              SECTION 5.  Application of Proceeds.  The proceeds of any sale,
whether made under any power of sale herein granted or pursuant to judicial
proceedings, together with any other sums which then may be held by the Trustee
under any of the provisions of this Indenture as part of the trust estate,
shall be applied as follows:

                      First:  To the payment of the costs and expenses of such
              sale, including a reasonable compensation to the Trustee, its
              agents, attorneys and counsel, and of all necessary or proper
              expenses and advances made or incurred by the Trustee under this
              Indenture (including any unpaid fees or





                                     - 31 -
<PAGE>   37
              expenses of the Trustee), and to the payment of all taxes,
              assessments or liens superior to the lien of this Indenture
              (including, without limitation, the First Mortgage Lien and any
              Prior Liens), except any taxes, assessments or other superior
              liens (including, without limitation, the First Mortgage Lien and
              any Prior Liens) subject to which such sale shall have been made;

                      Second:  To the payment of the whole amount then owing or
              unpaid upon the Obligations for principal and interest, with
              interest at the rate specified in such Obligations on overdue
              principal and overdue installments of interest, and, in case such
              proceeds shall be insufficient to pay in full the whole amount so
              due and unpaid upon the Obligations, then to the payment of such
              principal and interest ratably, without preference or priority of
              principal over interest, or of interest over principal, or of any
              instalment of interest over any other instalment of interest.
              Such payments shall be made on the date fixed therefor by the
              Trustee;

                      Third:  To the payment of any fees and expenses arising
              pursuant to the Obligations and which are then due, owing and
              unpaid to the Secured Parties; and

                      Fourth:  All surplus then remaining to the Company, its
              successors or assigns, or to whomsoever may be lawfully entitled
              to receive the same, or as a court of competent jurisdiction may
              direct.

              SECTION 6.  Appointment of Receiver.  If an Event of Default
shall happen and be continuing and upon filing a bill in equity or other
commencement of judicial proceedings to enforce the rights of the Trustee and
of the Secured Parties, the Trustee as a matter of right shall, to the extent
permitted by law and subject to the rights of holders or beneficiaries of
Permitted Liens, be entitled to the appointment of a receiver or receivers of
the trust estate and of the income, rents, issues and profits thereof pending
such proceedings, with such powers as the court making such appointment shall
confer, but notwithstanding the appointment of any receiver the Trustee shall
be entitled to retain possession and control of any property deposited or
pledged with it hereunder or agreed or provided to be delivered or deposited or
pledged with it hereunder, subject to the rights of holders or beneficiaries of
Permitted Liens.

              SECTION 7.  Waiver by Company.  The Company agrees, to the
full extent that it may lawfully so agree, that in case of a default on its
part, as aforesaid, neither the Company nor any one claiming through or under
it shall or will set up, claim or seek to take advantage of any appraisement,
valuation, stay, extension or redemption laws now or hereafter in force in any
locality where any property subject to the lien hereof may be situated, in
order to prevent or hinder the enforcement or foreclosure of this Indenture,
the absolute sale of the trust estate or any portion thereof, or the final and
absolute putting into possession thereof, immediately after such sale, of the
purchaser or purchasers thereat, and the Company, to the full extent that it
may lawfully do so, for itself, and all who may claim through or under it,
hereby waives the benefit of all such laws.





                                     - 32 -

<PAGE>   38
              SECTION 8.  Direction by the Control Party.  Subject to the
provisions of Section 1 of Article XIII, the Control Party shall have the
right, by an instrument in writing executed and delivered to the Trustee, to
direct the time, method and place of conducting any proceeding for any remedy
open to the Trustee, and of exercising any power or trust conferred upon the
Trustee under this Indenture.

              SECTION 9.  Restoration to Former Position.  In case the Trustee
shall have proceeded to enforce any right under this Indenture by foreclosure,
entry or otherwise and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the
Trustee, then, and in every such case, the Company and the Trustee shall be
restored to their former positions and rights hereunder in respect to the trust
estate, and all rights, remedies and powers of the Trustee shall continue as
though no such proceedings had been taken.

              SECTION 10.  Suits in Name of Trustee.  Any such suits or
proceedings instituted by the Trustee pursuant to this Indenture shall be
brought in its own name for the ratable benefit of the Secured Parties, subject
to the provisions of this Indenture.

              SECTION 11.  No Waiver.  No delay or omission of the Trustee to
exercise any right or power accruing upon any Event of Default shall impair any
such right or power or shall be construed to be a waiver of any such default or
acquiescence therein; and every right and power given by this Article to the
Trustee may be exercised from time to time and as often as may be deemed
expedient by the Trustee.


                                   ARTICLE X
                                   [RESERVED]


                                   ARTICLE XI

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

              SECTION 1.  Immunity.  No recourse shall be had for any claim
based on this Indenture or any indenture supplemental hereto, 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, statute
or otherwise, of incorporators, stockholders, directors or officers being
released as a condition of and consideration for the execution of this
Indenture.





                                     - 33 -

<PAGE>   39
                                  ARTICLE XII

                         CONSOLIDATION, MERGER AND SALE

              SECTION 1.  No Bar.  Nothing in this Indenture contained shall
prevent the consolidation of the Company with, or the merger of the Company
into, any other corporation or prevent the sale or lease by the Company of its
property as an entirety or substantially as an entirety upon the terms
hereinafter set forth; provided that:

                      (a)      any such consolidation or merger or sale or
              lease shall be on such terms as not to impair the lien and
              security of this Indenture upon any part of the trust estate or
              any of the rights and powers of the Trustee;

                      (b)      upon any such consolidation, merger or sale,
              subject to the provisions of Section 3 of this Article, if the
              Company is not the surviving corporation, the due and punctual
              performance and observance of all the covenants and conditions of
              this Indenture shall, by supplemental indenture and as a
              condition of any such consolidation or merger or as a
              consideration for any such sale, be expressly assumed in an
              instrument in form and substance satisfactory to the Trustee by
              the successor corporation formed by or resulting from any such
              merger or consolidation or to which such sale shall have been
              made; and

                      (c)      any such lease shall be made expressly subject
              to immediate termination by the Trustee, subject to the rights of
              holders or beneficiaries of Permitted Liens, at any time when any
              Event of Default, as specified in Section 1 of Article IX, shall
              have happened and be continuing, and also by the purchaser of the
              property so leased at any sale thereof hereunder, whether such
              sale be made under the power of sale hereby conferred or under
              judicial proceedings, subject to the rights of holders or
              beneficiaries of Permitted Liens.

              SECTION 2.  Successor Corporation.  Every successor corporation
resulting from a consolidation of the Company with another corporation or a
merger of the Company into another corporation or the sale by the Company of
all or substantially all of its property as an entirety to another corporation,
all on the terms set forth in Section 1 of this Article XII, shall upon
executing, acknowledging and delivering to the Trustee, and causing to be
recorded and filed, as required by Section 6 of Article IV, an indenture
supplemental hereto, as provided in Section 1(b) of this Article, in form
satisfactory to the Trustee, succeed to and be substituted for the Company with
the same effect as if it had been named herein as the party of the first part.

              Subject to the provisions of Section 2 of Article XIII, the
Trustee shall receive the opinion of counsel as conclusive evidence that any
supplemental indenture complies with the foregoing conditions and provisions of
this Section.





                                     - 34 -

<PAGE>   40
              SECTION 3.  Lien upon Assets of Successor Corporation.  No
consolidation or merger of the Company into another corporation and no
conveyance of all or substantially all of the assets of the Company to another
corporation shall or is intended to subject to the lien of this Indenture any
or all of the property or franchises of the successor corporation formed upon
such consolidation or merger or to which such sale shall have been made, except
as hereinafter in this Section 3 provided, unless the successor corporation, in
its discretion, shall subject the same to the lien hereof.  The foregoing
provisions of this Section 3 notwithstanding, this Indenture shall, after such
consolidation, merger or sale constitute a lien of the rank herein provided
upon all properties and franchises acquired by such successor corporation from
the Company, which were subject to the lien hereof immediately prior to such
consolidation, merger or sale and upon all additions, extensions, improvements,
repairs and replacements to or about the plants or properties included in the
trust estate immediately prior to such merger, consolidation or sale,
appurtenant to the trust estate as so constituted (as distinguished from the
additions, extensions, improvements, repairs and replacements to or about the
plants or properties appurtenant to the plants or properties of the successor
corporation and additional plants or properties thereafter acquired by the
successor corporation which shall not be subject to the lien of this
Indenture).  Nothing contained in this Article XII, however, shall affect or
lessen the extent of the lien of this Indenture upon the property of the
Company hereafter acquired, by reason of the acquisition by the Company of all
or substantially all of the property of another corporation.


                                  ARTICLE XIII

                                  THE TRUSTEE

              SECTION 1.  The Trustee Generally.  The Trustee accepts the
trusts created by this Indenture upon the terms and conditions hereof,
including the following:

                      (a)      The Trustee shall be entitled to reasonable
              compensation for all services rendered by it hereunder (which
              compensation shall not be limited by any provision of law in
              regard to the compensation of a trustee of an express trust), and
              such compensation, as well as the reasonable compensation of its
              counsel, and all other reasonable expenses incurred by the
              Trustee hereunder, and all taxes which may have been assessed
              against the Trustee as such or against any funds on deposit with
              it hereunder which the Trustee may be required or permitted by
              law to deduct from such deposit and to pay, the Company agrees to
              pay promptly on demand from time to time as such services shall
              be rendered and as such expenses shall be incurred.  In default
              of such payment by the Company, the Trustee shall have a lien
              therefor on the property subject to the lien of this Indenture
              and the proceeds thereof prior to the lien of this Indenture, but
              subject to Permitted Liens, and a lien therefor on any moneys
              held by the Trustee hereunder prior to any rights in such moneys
              of the Secured Parties.  The Company also agrees to indemnify the
              Trustee for, and to hold it harmless





                                     - 35 -

<PAGE>   41
              against, any loss, liability or expense incurred without
              negligence or bad faith on the part of the Trustee, arising out
              of or in connection with the acceptance or administration of this
              trust, as well as the costs and expenses of defending against any
              claim of liability in the premises.

                      (b)      The Trustee may execute any of the trusts or
              powers hereof and perform any duty hereunder either directly or
              by or through its agents or attorneys.

                      (c)      The Trustee shall not be responsible in any
              manner whatsoever for the correctness of the recitals herein, all
              of which are made by the Company solely; and the Trustee shall
              not be responsible or accountable in any manner whatsoever for or
              with respect to the validity or execution or sufficiency of this
              Indenture, or of any indenture supplemental hereto, or for the
              value of the property subject to the lien of this Indenture or
              any part thereof, or for the title of the Company thereto, or for
              the security afforded thereby and hereby, and the Trustee makes
              no representation with respect thereto.  The Trustee shall not be
              accountable for the use or application by the Company of any
              moneys paid over by it in accordance with any provision of this
              Indenture.

                      (d)      The Trustee shall be under no obligation to
              exercise any of the trusts or powers hereof at the request, order
              or direction of any of the Agents or the Designated Holders,
              pursuant to the provisions of this Indenture, and the Trustee
              shall be under no duty to foreclose, take possession of, or
              otherwise control or act with respect to any real property which
              is part of the mortgaged property, unless such Agents or
              Designated Holders shall have offered to the Trustee security or
              indemnity satisfactory to it against the costs, expenses and
              liabilities (including any potential liabilities under
              environmental laws) to be incurred therein or thereby; upon the
              occurrence of an Event of Default (which has not been cured), the
              Trustee shall use the same degree of care and skill in the
              exercise of the rights and powers vested in it by this Indenture
              as a prudent man would exercise or use under the circumstances in
              the conduct of his own affairs.

                      (e)      The Trustee may consult with counsel, and, to
              the extent permitted by Section 2 of this Article XIII, the
              opinion of such counsel shall be full and complete authorization
              and protection in respect of any action taken or suffered by it
              hereunder in good faith and in accordance with the opinion of
              such counsel.

                      (f)      The Trustee, to the extent permitted by Section
              2 of this Article XIII, may rely upon the certificate of the
              Secretary or one of the Assistant Secretaries of the Company, as
              to the adoption of any resolution by its Board or stockholders.





                                     - 36 -

<PAGE>   42
                      (g)      Any action taken by the Trustee pursuant to any
              provision hereof at the request or with the consent of any Person
              who at the time is a Secured Party shall be conclusive and
              binding in respect of all future holders of the Obligations then
              held by such Secured Party, whether or not such Obligations shall
              have noted thereon the fact that such request or consent had been
              made or given.

                      (h)      The Trustee shall not be personally liable in
              case of entry by it upon the mortgaged property for debts
              contracted or liability or damages incurred in the management or
              operation of said property.

                      (i)      The Trustee, to the extent permitted by Section
              2 of this Article XIII, may rely and shall be protected in acting
              upon any resolution, certificate, statement, instrument, opinion,
              report, notice, request, consent, order, or other paper or
              document believed by it to be genuine and to have been signed or
              presented by the proper party or parties.

                      (j)      All moneys received by the Trustee under or
              pursuant to any provision of this Indenture shall constitute
              trust funds for the purposes for which they were paid or are
              held, but need not be segregated in any manner from any other
              moneys and may be deposited by the Trustee, under such conditions
              as may be prescribed by law, in its general banking department,
              and the Trustee shall not be liable for any interest thereon,
              except that, so long as the Company is not in default hereunder,
              it will allow and credit to the Company interest, if any, upon
              such moneys at such rate as may then be customary for similar
              deposits.

                      (k)      The Trustee shall be under no duty to advance 
              its own funds in enforcing this Indenture.

              SECTION 2.  Liability.  None of the provisions of this Indenture
shall be construed as relieving the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own wilful
misconduct, except that, anything in this Indenture contained to the contrary
notwithstanding:

                      (1)      unless and until an Event of Default specified
              in Section 1 of Article IX hereof shall have happened which at
              the time is subsisting,

                               (a)     the Trustee shall not be liable except
                      for the performance of such duties as are specifically
                      set out in this Indenture, and no implied covenants or
                      obligations shall be read into this Indenture against the
                      Trustee, whose duties and obligations shall be determined
                      solely by the express provisions of this Indenture; and

                               (b)     the Trustee may conclusively rely, as to
                      the truth of the statements and the correctness of the
                      opinions expressed therein, in the absence of bad faith
                      on the part of the Trustee, upon resolutions,





                                     - 37 -

<PAGE>   43
              certificates, statements, opinions, reports, orders or other
              instruments furnished to it pursuant to the express provisions of
              this Indenture; but in the case of any such resolutions,
              certificates, statements, opinions, reports, orders or other
              instruments which, by the provisions of this Indenture, are
              specifically required to be furnished to the Trustee, the Trustee
              shall be under a duty to examine the same to determine whether or
              not they conform to the requirements of this Indenture;

                      (2)      the Trustee shall not be liable to any Secured
              Party or to any other Person for any error of judgment made in
              good faith by a responsible officer or officers of the Trustee,
              unless it shall be proved that the Trustee was negligent in
              ascertaining the pertinent facts; and

                      (3)      the Trustee shall not be liable to any Secured
              Party or to any other Person with respect to any action taken or
              omitted to be taken by it in good faith, in accordance with the
              direction of a Secured Party, relating to the time, method and
              place of conducting any proceeding for any remedy available to it
              or exercising any trust or power conferred upon it by this
              Indenture.

              If an Event of Default specified in Section 1 of Article IX
hereof shall have happened, then, so long as the same shall be subsisting, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.

              Notwithstanding any provisions of this Indenture authorizing the
Trustee conclusively to rely upon any resolutions, certificates, statements,
opinions, reports, orders or other instruments, the Trustee may but, to the
extent permitted by this Section 2 of this Article XIII, need not, require any
further evidence or make any further investigation as to the facts or matters
stated therein which it may, in good faith, deem reasonable in the
circumstances; and the Trustee shall, if requested in writing so to do by an
Agent or a Secured Party, require such further evidence or make such further
investigation, provided, however, that, if the payment within a reasonable time
to the Trustee of the cost, expenses and liabilities likely to be incurred by
it in making such investigation is not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding.

              If the Trustee shall determine or shall be requested, as
aforesaid, to make such further investigation, it shall be entitled to examine
the books, records and premises of the Company; and unless satisfied, with or
without such investigation, of the truth and accuracy of the matters stated in
such resolutions, certificates, statements, opinions, reports, orders or other
instruments, it shall be under no obligation to grant any application or take
or permit any action hereunder.  The reasonable expense of every such
examination shall be paid by the Company, or, if paid





                                     - 38 -

<PAGE>   44
by the Trustee, shall be repaid by the Company, upon demand, with interest at
the rate of six per cent (6%) per annum, and until such repayment shall be
secured by a lien on the property subject to the lien of this Indenture and the
proceeds thereof prior to the lien of the Obligations but subject to Permitted
Liens.

              SECTION 3.  Notice.  The Trustee shall give to the Secured
Parties notice by first class mail of the happening of all defaults known to it
within ten days after the occurrence thereof, but in the case of any default of
the character specified in Subdivision (a) of Section 1 of Article IX, no such
notice shall be given until at least sixty days after the occurrence thereof.
For the purposes of this Section 3, the term "default" shall mean any Event of
Default specified in Section 1 of Article IX, not including in the case of the
defaults specified in paragraph (a) thereof any periods of grace provided for
therein.

              Nothing herein contained shall require the Trustee to ascertain
or inquire as to the observance or performance of any covenants, agreements or
obligations, on the part of the Company hereunder or as to the existence of any
Event of Default hereunder other than such an Event of Default known to it or
as to which it has received written notice from any Secured Party.

              Nothing herein contained shall require the Trustee to give any
notice of any default which has been cured.

              SECTION 4.  Cessation.  If the Trustee shall at any time cease to
be a bank or trust company in good standing organized and doing business under
the laws of the United States or of any State and having a combined capital and
surplus of not less than $25 million which is authorized under the laws of the
jurisdiction of incorporation to exercise corporate trust powers and is subject
to supervision or examination by Federal or State authority, then the Trustee
shall resign within thirty days thereafter, such resignation to become
effective upon the appointment of a successor Trustee and such successor's
acceptance of such appointment.  If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, the combined capital and surplus of the
Trustee shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.

              SECTION 5.  Resignation.  The Trustee may resign and be
discharged from the trust hereby created by giving notice thereof to the
Company specifying the date when such resignation shall take effect, and by
giving notice thereof by first class mail to the Secured Parties.  Such
resignation shall take effect on the date specified in such notice unless
previously a successor Trustee shall have been appointed as hereinafter
provided, in which event such resignation shall take effect upon the
appointment of such successor Trustee.

              The Trustee may be removed at any time by an instrument or
instruments in writing delivered to the Trustee and to the Company, and a
successor Trustee may be appointed by an instrument or instruments in writing
delivered to such successor





                                     - 39 -

<PAGE>   45
Trustee and to the Company, in either case signed by the Designated Holders or
by their duly authorized attorneys-in-fact; but, until a new Trustee shall be
appointed by the Designated Holders or a court of competent jurisdiction as
herein authorized, the Company, by an instrument executed by order of its Board
of Directors, shall appoint a Trustee to fill the vacancy.  Every such
successor Trustee so appointed by the Designated Holders, by a court of
competent jurisdiction or by the Company shall be a bank or trust company in
good standing organized and doing business under the laws of the United States
or of any State and having a combined capital and surplus of not less than $25
million, which is authorized under the laws of the jurisdiction of
incorporation to exercise corporate trust powers and is subject to supervision
or examination by a Federal or State authority.  If such successor Trustee
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, the combined capital
and surplus of such successor Trustee shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

              If in a proper case no appointment of a successor Trustee shall
be made pursuant to the foregoing provisions of this Article within six months
after a vacancy shall have occurred in the office of trustee, a Secured Party
or the retiring Trustee may apply to any court of competent jurisdiction to
appoint a successor Trustee.  Said court may thereupon, after such notice, if
any, as such court may deem proper and prescribe, appoint a successor Trustee.

              SECTION 6.  Successor Trustee.  Any successor Trustee appointed
under any of the methods herein provided shall execute, acknowledge and deliver
to its predecessor Trustee and to the Company an instrument in writing
accepting such appointment hereunder and thereupon such successor Trustee,
without any further act, deed or conveyance, shall become fully vested with the
estates, properties, rights, powers and trusts of its predecessor in the trust
hereunder with like effect as if originally named as Trustee hereunder; but the
predecessor Trustee shall, nevertheless, at the written request of the
successor Trustee, execute and deliver an instrument transferring to the
successor Trustee all the estates, properties, rights, powers and trusts of the
predecessor Trustee hereunder and shall duly assign, transfer and deliver all
property and moneys held by it to its successor.  Should any instrument in
writing from the Company be required by any successor Trustee for more fully
and effectually vesting in and confirming to it all estates, properties,
rights, powers and duties as Trustee hereunder, the Company, upon the request
of such successor Trustee, shall make, execute and deliver the same.  The
Company shall promptly give notice of the appointment of such successor Trustee
to the Secured Parties by first class mail.

              SECTION 7.  Merger.  Any corporation into which the Trustee or
any successor to it in the trust created by this Indenture may be merged, or
with which it or any successor to it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Trustee or any
successor to it shall be a party, shall be the successor Trustee under this
Indenture without the execution or filing of any instruments or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.





                                     - 40 -

<PAGE>   46
              SECTION 8.  Trustee as Secured Party.  The Trustee may be a
Secured Party and otherwise deal with the Company in the same manner and to the
same extent and with like effect as though it were not Trustee hereunder.

              SECTION 9.  Appointment of a Co-Trustee.  It is the purpose
of this Indenture that there shall be no violation of any law of any
jurisdiction denying or restricting the right of banking corporations or
associations to transact business as trustees in such jurisdiction.  It is
recognized that in case of litigation under this Indenture, and, in particular,
in case of the enforcement hereof upon an Event of Default, or in case the
Trustee deems that by reason of any present or future law of any jurisdiction
it may not exercise any of the powers, rights or remedies granted herein to the
Trustee or hold title to the properties, in trust, as herein granted, or take
any other action which may be desirable or necessary in connection therewith,
it may be necessary that the Trustee appoint, with the consent of the Company
(to the extent that no Event of Default shall have occurred and be continuing
hereunder), an additional individual or institution as a separate trustee or
co-trustee.  The following provisions of this Section are adapted to these
ends.

              In the event that the Trustee appoints an additional individual
or institution as a separate trustee or co-trustee, in the event of the
incapacity or lack of authority of the Trustee, by reason of any present or
future law of any jurisdiction, to exercise any of the rights, powers, trusts
and remedies herein granted to the Trustee or to hold title to the trust estate
or to take any other action which may be necessary or desirable in connection
therewith, each and every remedy, power, right, obligation, claim, demand,
cause of action, immunity, estate, title, interest and lien expressed or
intended by this Indenture to be imposed upon, exercised by or vested in or
conveyed to the Trustee with respect thereto shall be imposed upon, exercisable
by and vest in such separate trustee or co-trustee, but only to the extent
necessary to enable such separate trustee or co-trustee to exercise such
powers, rights, trusts and remedies, and every covenant and obligation
necessary to the exercise thereof by such separate trustee or co-trustee shall
run to and be enforceable by either of them.  Such separate trustee or
co-trustee shall deliver an instrument in writing acknowledging and accepting
its appointment hereunder to the Trustee and the Company.

              Should any instrument in writing from the Company reasonably be
required by the separate trustee or co-trustee so appointed by the Trustee for
more fully and certainly vesting in and confirming to him or it such
properties, rights, powers, trusts, duties and obligations, any and all such
instruments in writing shall, on request, be executed, acknowledged and
delivered by the Company.  If the Company shall fail to deliver the same within
thirty days of such request, the Trustee is hereby appointed attorney-in-fact
for the Company to execute, acknowledge and deliver such instruments in the
Company's name and stead.  In case any separate trustee or co-trustee, or a
successor to either, shall die, become incapable of acting, resign or be
removed, all the estates, properties, rights, powers, trusts, duties and
obligations of such separate trustee or co-trustee, so far as permitted by law,
shall vest in and be exercised by the Trustee until the appointment of a new
trustee or successor to such separate trustee or co-trustee.





                                     - 41 -

<PAGE>   47

                                  ARTICLE XIV

                            SUPPLEMENTAL INDENTURES

              SECTION 1.  Supplemental Indentures Without Consent of Secured
Parties.  In addition to any supplemental indenture otherwise authorized by
this Indenture, the Company, when authorized by resolution of its Board and the
Trustee, from time to time and at any time, subject to the conditions and
restrictions in this Indenture contained, may without the consent of, or notice
to, any of the Secured Parties enter into an indenture or indentures
supplemental hereto and which thereafter shall form a part hereof for any one
or more or all of the following purposes:

                      (a)      to close this Indenture against, or to restrict,
              in addition to the limitations and restrictions herein contained,
              the securing of additional Obligations hereunder by imposing
              additional conditions and restrictions to be thereafter observed,
              whether applicable in respect of all Obligations, or otherwise;

                      (b)      to add to the covenants and agreements of the
              Company in this Indenture contained, other covenants and
              agreements thereafter to be observed and which do not conflict
              with the then existing covenants and agreements of the Company
              contained in this Indenture and to surrender any right or power
              herein reserved to or conferred upon the Company although the
              freedom of action of the Company may be materially restricted
              thereby;

                      (c)      to convey, transfer and assign to the Trustee,
              and to subject to the lien of this Indenture, but in all cases
              subject to Permitted Liens, including the First Mortgage Lien and
              any Prior Liens, with the same force and effect as though
              included in the granting clauses hereof, additional properties
              hereafter acquired by the Company, whether through consolidation,
              merger or by purchase or otherwise and to correct or amplify the
              description of any properties at any time subject to the lien of
              this Indenture;

                      (d)      to make such provisions in regard to matters or
              questions arising under this Indenture as may be necessary or
              desirable and not inconsistent with this Indenture;

                      (e)      to modify any of the provisions of this
              Indenture or to relieve the Company from any of the obligations,
              conditions or restrictions herein contained, provided that no
              such modification shall be or become operative or effective which
              shall in any manner impair any of the rights of the Secured
              Parties or of the Trustee, while any Obligations which are then
              secured hereunder prior to the execution of such supplemental
              indenture shall remain outstanding; and provided, also, that the
              Trustee may in its uncontrolled discretion decline to enter into
              any such supplemental indenture which in its





                                     - 42 -

<PAGE>   48
              opinion may not afford adequate protection to the Trustee when
              the same shall become operative;

                      (f)      to achieve compliance of this Indenture with any
              applicable federal securities law, including, but not limited to,
              The Trust Indenture Act of 1939;

                      (g)      to confirm that any additional Obligations to be
              secured hereunder pursuant to the provisions of Article III
              hereof are or will be entitled to the benefits of this Indenture;
              and

                      (h)      for any other purpose not inconsistent with the
              terms of this Indenture, or for the purpose of curing any
              ambiguity or curing, correcting or supplementing any defect or
              inconsistent provision contained in this Indenture or any
              supplemental indenture, or in order to more specifically identify
              and describe those parcels of land in Exhibit A hereto which were
              not owned by the Company on the date hereof and which were
              therefore not intended to be part of the mortgaged property or
              trust estate.

              SECTION 2.  Supplemental Indentures with Consent of Designated
Holders and Agents.  With the consent of (i) the Designated Holders and (ii)
the Agent under each Credit Agreement, the Company and the Trustee may, from
time to time enter into an indenture or indentures supplemental hereto for the
purpose of adding any provision to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Secured Parties hereunder; PROVIDED,
HOWEVER, that no such supplemental indenture shall amend the definition of
Designated Holders (or any of the related defined terms) or any other provision
hereof so as to reduce the required percentages of holders of the Obligations
the consent of which is required for the taking of any Act hereunder or amend
this Section 2 or Section 5 of Article VII or modify any other provision hereof
intended to provide for the ratable securing of all the Obligations, without in
each case the consent of all of the Secured Parties.

              SECTION 3.  Parties To Supplemental Indenture.  The Trustee is
hereby authorized to join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture, and to make
the further agreements and stipulations which may be therein contained.
Thereafter, that supplemental indenture shall form a part of this Indenture;
all terms and conditions contained in that supplemental indenture as to any
provision authorized to be contained therein shall be deemed to be a part of
the terms and conditions of this Indenture for any and all purposes; this
Indenture shall be deemed to be modified and amended in accordance with that
supplemental indenture; and the respective rights, duties and obligations under
this Indenture of the Company, the Trustee and the Secured Parties then
outstanding shall be determined, exercised and enforced hereunder in a manner
which is subject in all respects to those modifications and amendments made by
that supplemental indenture.  The Trustee shall not be required to enter into
any





                                     - 43 -

<PAGE>   49
supplemental indenture which alters, amends, modifies or adversely affects the
rights, remedies or duties of the Trustee hereunder.

                                   ARTICLE XV
              CANCELLATION AND DISCHARGE OF LIEN OF THIS INDENTURE

              SECTION 1.  Cancellation and Discharge of Lien.  If no Event of
Default hereunder, and no event that with the giving of notice or the passage
of time, or both, would constitute an Event of Default hereunder, shall have
happened and be continuing and the Trustee has received either (a) a
certificate from each Agent stating that all outstanding Bank Obligations have
been paid in full and each Agent shall have confirmed to the Trustee in writing
that the Bank(s) have no Commitments under the Credit Agreement to which such
Agent is a party or (b) an officer's certificate stating that the ratings
assigned by Moody's and S&P to the Company's senior secured debt (being its
First Mortgage Bonds) are "Baa3" or higher by Moody's and "BBB-" or higher by
S&P, together with instruments from Moody's and S&P evidencing such ratings
then, in either instance, these presents and the estate and rights hereby
granted shall cease, determine and be void, and thereupon the Trustee shall,
upon the request of the Company, cancel and discharge the lien of this
Indenture, and execute and deliver to the Company such deeds and other
instruments as shall be requisite to satisfy the lien hereof, and reconvey to
the Company the trust estate and title hereby conveyed, and assign and deliver
to the Company any property at the time subject to the lien of this Indenture
which may then be in its possession.

              The cancellation and discharge of this Indenture, however, shall
be without prejudice to the right of the Trustee to be paid any compensation
then due it hereunder, and to be protected and saved harmless by the Company
from any and all losses, liabilities, costs and expenses, including counsel
fees, at any time incurred by the Trustee hereunder or connected with any
Obligation and from which, if this Indenture had not been canceled and
discharged, the Company would have been obligated by the terms of this
Indenture to protect and save the Trustee harmless, and the Company hereby
covenants to protect and save the Trustee harmless from any and all such
losses, liabilities, costs and expenses.

                                  ARTICLE XVI
                            MISCELLANEOUS PROVISIONS

              SECTION 1.  No Benefit to Third Parties.  Nothing in this
Indenture, expressed or implied, is intended or shall be construed to confer
upon, or to give to, any person, firm or corporation, other than the parties
hereto, and the Secured Parties, any right, remedy or claim under or by reason
of this Indenture or any covenant, condition or stipulation hereof; and the
covenants, stipulations and agreements in this Indenture contained are and
shall be for the sole and exclusive benefit of the parties hereto, their
successors and assigns, and the Secured Parties.

              SECTION 2.  Invalidity.  In case any one or more of the
provisions contained in this Indenture should be invalid, illegal or
unenforceable in any respect, the validity,





                                     - 44 -

<PAGE>   50
legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby.

              SECTION 3.  Date.  Although this Indenture, for convenience and
for the purpose of reference is dated June 1, 1994, the actual date of
execution by the Company and by the Trustee is as indicated by their respective
acknowledgments hereto annexed.

              SECTION 4.  Certification; Notice; Opinion.  The same officer or
officers of the Company, or the same counsel or other person, as the case may
be, may, but need not, certify to all the matters required to be certified
under any Article, Section, Subdivision or other portion hereof, but different
officers, counsel or other persons may certify to different facts,
respectively.  Where any person or persons are required to make, give or
execute two or more orders, requests, certificates, opinions or other
instruments under this Indenture, any such orders, requests, certificates,
opinions or other instruments may, but need not, be consolidated and form one
instrument.

              Except as otherwise expressly provided in this Indenture, or in
any indenture supplemental hereto, any request, opinion, consent, demand,
notice, order, appointment, or other direction required or permitted to be made
or given by the Company, shall be deemed to have been sufficiently made or
given if executed on behalf of the Company by its President or any of its Vice
Presidents and its Secretary or any of its Assistant Secretaries or its
Treasurer or any of its Assistant Treasurers.

              Any opinion of counsel required to be furnished pursuant to any
of the provisions of this Indenture may, in lieu of stating the facts required
by the provisions hereof, state that the required conditions will be fulfilled
on the execution and delivery of designated instruments, which instruments
shall be delivered in form approved by such counsel prior to or concurrently
with the taking or suffering by the Trustee of the action as a condition
precedent to which such opinion is required to be furnished under the terms of
this Indenture.

              Upon any application by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an officers' certificate and opinion of counsel, each stating
that all conditions precedent provided for in this Indenture (including any
covenants compliance with which constitutes a condition precedent) with respect
to such application have been complied with, whether or not the furnishing of
such documents shall be actually required by the provisions of this Indenture
relating to such particular application.

              Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as  is  necessary to
enable him to express  an informed  opinion  as  to





                                     - 45 -

<PAGE>   51
whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

              Any notice to or demand upon the Trustee may be served or
presented, and such demand may be made, at the principal office of the Trustee.
Any notice to or demand upon the Company shall be deemed to have been
sufficiently given or served by the Trustee, for all purposes, by being
deposited, postage prepaid, in a post-office letter box addressed to the
Company, c/o Centerior Energy Corporation, P.O. Box 94661, Cleveland, Ohio
44101-4661, or to the Company at such other address as may be filed in writing
by the Company with the Trustee.

              SECTION 5.  Successors.  Subject to the provisions of Articles
XII and XIII, whenever in this Indenture any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all the covenants, promises and agreements in this Indenture
contained by or on behalf of the Company, or by or on behalf of the Trustee,
shall bind and inure to the benefit of the respective successors and assigns,
whether so expressed or not.

              SECTION 6.  Counterparts.  This Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; but such counterparts shall together constitute
but one and the same instrument.

              SECTION 7.  Exclusion of Certain Further Permitted Obligations
Under Certain Circumstances.  If, subsequent to the date of this Indenture
either: (a) any letter of credit issued pursuant to the reimbursement agreement
described on Exhibit B-2 to this Indenture is surrendered to the issuer thereof
without having been drawn upon, or (b) an order for relief is entered following
the filing of a bankruptcy petition by or against the Company, which order for
relief is entered within one (1) year following the issuance of such letter of
credit, then, immediately upon that surrender of such letter of credit or the
entering of the order for relief, as applicable, the reimbursement obligation
with respect to such letter of credit shall, automatically and without any
further action of any person, cease to be a Further Permitted Obligation and
cease to be an Obligation for purposes of this Indenture.  It is anticipated
that the beneficiary of the surrendered letter of credit will deliver written
notice of such surrender to the Trustee; however, the failure of the
beneficiary to provide such notice shall not negate or limit the effect of the
first sentence of this Section 7.

              IN WITNESS WHEREOF, said The Cleveland Electric Illuminating
Company has caused this Indenture to be executed on its behalf by one of its
Vice Presidents and its corporate seal to be hereto affixed and said seal and
this  Indenture to be attested by one of its Assistant Secretaries; and said
Bank One, Columbus, N.A., in evidence of its acceptance of the trust hereby
created, has caused this Indenture to be executed on its behalf by one of its
Vice Presidents or one of its Trust Officers or Authorized Signers, and its
corporate seal to be hereto affixed and said seal and this Indenture to be
attested by one of its Assistant Secretaries, all as of the day and year first
above written.





                                     - 46 -

<PAGE>   52





                                    THE CLEVELAND ELECTRIC ILLUMINATING COMPANY,


                                        By   /s/ Terrence G. Linnert 
                                          -----------------------------------
                                                    Vice President


Attested:


  /s/ J. T. Percio                                 
- ---------------------------------
        Assistant Secretary



Signed, sealed and acknowledged by
The Cleveland Electric Illuminating
Company in the presence of:

                                        /s/ Kevin P. Murphy 
                                      ------------------------------------
                                      Kevin P. Murphy
        As witnesses

                                        /s/ Bruce T. Rosenbaum 
                                      ------------------------------------
                                      Bruce T. Rosenbaum





                                     - 47 -

<PAGE>   53
                                                Bank One, Columbus, N.A.

                                        By  /s/ Victoria A. Pavlick 
                                          ---------------------------------
                                                       Victoria A. Pavlick
                                                       Authorized Signer


Attested:


  /s/ Christine M. Farquhar                        
- -----------------------------------------
Name:  Christine M. Farquhar
       Assistant Secretary



Signed, sealed and acknowledged by
Bank One, Columbus, N.A.
in the presence of:

                                        /s/ Bobbie Jo Crawford 
                                      ---------------------------------------
                                      Bobbie Jo Crawford
        As witnesses

                                        /s/ Carolyn Lynn 
                                      ---------------------------------------
                                      Carolyn Lynn


Certificate of Residence
- ------------------------
The undersigned hereby certifies
that the precise address of the
Trustee is Bank One, Columbus, N.A.,
100 East Broad Street, Columbus, Ohio
43271-0181, Attention:  Corporate
Trust Department

  /s/ Christine M. Farquhar                        
- ----------------------------------------
Name:         Christine M. Farquhar
           Assistant Secretary,
           Bank One, Columbus, N.A.


This instrument prepared by Ernie K. Demanelis, Esq., Squire, Sanders &
Dempsey, 4900 Society Center, 127 Public Square, Cleveland, Ohio 44114-1304.





                                     - 48 -

<PAGE>   54
STATE OF OHIO                           )
                                        )     SS.:
COUNTY OF CUYAHOGA                      )


              On this 22nd day of June, 1994, before me personally appeared
TERRENCE G. LINNERT and J.T. PERCIO to me personally known, who being by me
severally duly sworn, did say that they are a Vice President and an Assistant
Secretary, respectively, of The Cleveland Electric Illuminating Company, that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said officers severally
acknowledged said instrument to be the free act and deed of said corporation.



                                        /s/ Amy B. Arkbauer 
                                       ----------------------------------------
                                                    Amy B. Arkebauer
                                              Notary Public, State of Ohio
                                          My commission expires July 26, 1997





                                     - 49 -

<PAGE>   55
STATE OF OHIO                           )
                                        )     SS.:
COUNTY OF FRANKLIN                      )

              On this 23rd day of June, 1994, before me personally appeared
Victoria A. Pavlick and Christine M. Farquhar to me personally known, who being
by me severally duly sworn, did say that they are an Authorized Signer and an
Assistant Secretary, respectively, of Bank One, Columbus, N.A., that the seal
affixed to the foregoing instrument is the corporate seal of said corporation
and that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said corporation.



                                        /s/  Meletha Dawson 
                                       ----------------------------------------
                                                     Meletha Dawson
                                             Notary Public, State of Ohio
                                        My commission expires October 24, 1998





                                     - 50 -

<PAGE>   56
                                   EXHIBIT A
                                       to
                   Open-End Subordinate Indenture of Mortgage
                                    between
                       The Cleveland Illuminating Company
                                      and
                      Bank One, Columbus, N.A., as Trustee
                            dated as of June 1, 1994


             The parcels of land subject to the Open-End Subordinate Indenture
of Mortgage to which this Exhibit A is attached include as of the date hereof
only such of those parcels of land of the Company described in the following
pages A-1 through A-544 as are OWNED by the Company ON THE DATE HEREOF and ON
THE DATE HEREOF ARE SUBJECT to the Mortgage and Deed of Trust dated July 1,
1940 between the Company and Guaranty Trust Company of New York (predecessor of
Morgan Guaranty Trust Company of New York), as trustee, as extended, recast,
replaced, amended, supplemented, restated or renewed prior to the date hereof
(the "First Mortgage").  The parcels of land described in the following pages
A-1 through A-544 include descriptions of properties that were subject to the
lien of the First Mortgage; some of said parcels or portions thereof may have
been released from the lien of the First Mortgage and, by reason thereof, the
Company and Trustee do not intend that such parcels or portions thereof so
released shall be part of the mortgaged property or trust estate.





                                       A

<PAGE>   57


                                                                           (CEI)

    ALL THOSE CERTAIN PIECES OR PARCELS OF LAND OWNED BY THE COM-
PANY AND DESCRIBED AS FOLLOWS:

                           LAKE SHORE STATION.

    PARCEL NO. 1.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as Sublots Nos. 17 and 26
in James M. Hoyt's and others' Re-subdivision of the west part of
Block "A" and of Sublots 34 to 67 inclusive in James M. Hoyt's
and Sons' Allotment of a part of original one hundred acre Lots
Nos. 347 and 349, as shown by the recorded plat of said re-allot-
ment in Volume 13 of Maps, Pages 30 and 31, of Cuyahoga County
Records, and being each 35 feet on the westerly side of Hoyt Ave-
nue (now known as East 70th Street), and extending back of
equal width 179.21 feet deep, as appears by said plat.

    PARCEL NO. 2.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being a part of orig-
inal one hundred acre Lot No. 349, and bounded and described as
follows:

    Beginning at the intersection of the northwesterly line of the
right-of-way of the Lake Shore & Michigan Southern Railroad
with the westerly line of 30 acres of land conveyed by John W.
Allen and wife to David J. Garrett and Robert W. Scott by deed
dated May 15, 1845, recorded in Volume 47, Page 476, of
Cuyahoga County Records; thence northerly, along said westerly
line to the bank of Lake Erie; thence northeasterly, along the
bank of Lake Erie to the northwesterly corner of 30 acres of
land deeded by John W. Allen to James M. Hoyt, by deed
dated April 25, 1845, recorded in Volume 35, Page 491, of Cuya-
hoga County Records; thence southerly, along the westerly line
of land deeded to James M. Hoyt as aforesaid to the northerly
line of said right-of-way of the Lake Shore & Michigan Southern
Railroad; thence southwesterly, along the northwesterly line of
said right-of-way to the place of beginning; containing about
10.72 acres of land, be the same more or less, but subject to all
legal highways and waterways.  The Company also conveys to
the Trustee all its riparian and littoral rights in and to the waters
of Lake Erie and the submerged land adjacent to said premises.

    PARCEL NO. 3. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 12
in James M. Hoyt's and others' Subdivision of part of original one
hundred acres Lots Nos. 347 and 349, as shown by the recorded
plat in Volume 13 of Maps, Page 30, of Cuyahoga County Records,
and being 35 feet front on the westerly side of Hoyt Avenue (now




                        A-1





<PAGE>   58
                                                                           (CEI)



known as East 70th Street), and extending back of equal width
179.21 feet deep as appears by said plat.

   PARCEL NO. 4.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos. 3,
4, 5 and 6 of block "A" in James M. Hoyt's and others' Subdi-
vision of a part of original one hundred acres lots Nos. 347 and
349, as shown by the recorded plat in Volume 13 of Maps, Pages
30 and 31, of Cuyahoga County Records.  It is understood that
the northerly boundary of Sublot No. 3 is the waters of Lake Erie,
and the Company also conveys to the Trustee all its riparian
rights in and to the waters of Lake Erie and the submerged lands
adjacent to said premises.

   PARCEL NO. 5. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 7
of Block "A" in James M. Hoyt's and others' Subdivision of a part
of original one hundred acre Lots Nos. 347 and 349, as shown by
the recorded plat in Volume 13 of Maps, Pages 30 and 31, of
Cuyahoga County Records.

   PARCEL NO. 6. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 8
in James M. Hoyt's and others' Subdivision of part of original one
hundred acre Lots Nos. 347 and 349, as shown by the recorded
plat in Volume 13 of Maps, Page 30, of Cuyahoga County Records,
and being 35 feet front on the westerly side of East 70th Street
(formerly Hoyt Avenue), and extending back of equal width
179.21 feet deep, as appears by said plat.

   PARCEL NO. 7. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 9 in
James M. Hoyt's and others' Subdivision of part of original one
hundred acre Lots Nos. 347 and 349, as shown by the recorded
plat in Volume 13 of Maps, Page 30, of Cuyahoga County Records,
and being 35 feet front on the westerly side of Hoyt Avenue (now
known as East 70th Street, N. E.), and extending back between
parallel lines 179.21 feet deep, as appears by said plat.

   PARCEL NO. 8. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 10
in James M. Hoyt's and others' Subdivision of part of original one
hundred acre Lots Nos. 347 and 349, as shown by the recorded
plat in Volume 13 of Maps, Page 30, of Cuyahoga County Rec-
ords, and being 35 feet front on the westerly side of East 70th



                                      A-2





<PAGE>   59
                                                                           (CEI)



Street (formerly Hoyt Avenue), and extending back of equal
width 179.21 feet deep, as appears by said plat.

   PARCEL NO. 9.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No.
11 in J. M. Hoyt's and others' Subdivision of part of original one
hundred acre Lots Nos. 347 and 349 and resubdivision of a part of
the subdivision made by James M. Hoyt and Sons of part of orig-
inal one hundred acre Lots Nos. 347 and 349, as shown by the
recorded plat of said subdivision and resubdivision, recorded in
Volume 13 of Maps, Pages 30 and 31, of Cuyahoga County Rec-
ords, and being 35 feet front on the westerly side of East 70th
Street (formerly Hoyt Avenue), and extending back of equal
width 179.21 feet deep, as appears by said plat; be the same more
or less, but subject to all legal highways.

   PARCEL NO. 10.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos.
13, 14, 19, 20, 21, 22, 23 and 24 in James Hoyt's and others' Sub-
division of part of original one hundred acre Lots Nos. 347 and
349, as shown by the recorded plat in Volume 13 of Maps, Pages
30 and 31, of Cuyahoga County Records; and each of said Sub-
lots being 35 feet front on the westerly side of East 70th Street
(formerly Hoyt Avenue), and extending back of equal width
179.21 feet deep.

   PARCEL NO. 11.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being all of Sublot
No. 15 in James H. Hoyt's and others' Subdivision of part of
original one hundred acre Lots Nos. 347 and 349, as shown by the
recorded plat of said subdivision in Volume 13 of Maps, Page 30,
of Cuyahoga County Records.  Said Sublot No. 15 has a frontage
of 35 feet on the westerly side of East 70th Street (formerly Hoyt
Avenue), and extends back of equal width 179.21 feet.

   PARCEL NO. 12.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 16
in James M. Hoyt's and others' Subdivision of part of original
one hundred acre Lots Nos. 347 and 349, as shown by the recorded
plat in Volume 13 of Maps, Page 30, of Cuyahoga County Records,
and being 35 feet front on the westerly side of East 70th Street
(formerly Hoyt Avenue), and extending back of equal width
179.21 feet deep, as appears by said plat.




                                   A-3






<PAGE>   60
                                                                           (CEI)



    PARCEL NO. 13.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 18
in James M. Hoyt's and others' Subdivision of part of original
one hundred acre Lots Nos. 347 and 349, as shown by the recorded
plat in Volume 13 of Maps, Pages 30 and 31, of Cuyahoga County
Records, and being 35 feet front on the westerly side of East 70th
Street (formerly Hoyt Avenue), and extending back of equal
width 179.21 feet deep, as appears by said plat.

    PARCEL NO. 14.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 25
in James Hoyt's and others' Subdivision of part of original one
hundred acre Lots Nos. 347 and 349, as shown by recorded plat
in Volume 13 of Maps, Page 30, of Cuyahoga County Records, and
35  feet front on the westerly side of East 70th Street (formerly
Hoyt Avenue), and extending back of equal width 179.21 feet
deep, as appears by said plat.

    PARCEL NO. 15.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 27
of the Subdivision of a part of original one hundred acre Lots
Nos. 347 and 349 in said City made by James M. Hoyt and John
Wm. Taylor, Executor, and recorded in the office of the Recorder
of the said County of Cuyahoga, in Book No. 13 of Maps and Sub-
divisions, Page 30 and 31, reference for particulars as to the size
and boundaries of the land hereby conveyed being had to said
recorded subdivisions, and being 35 feet front on the westerly
side of East 70th Street (formerly Hoyt Avenue); be the same
more or less, but subject to all legal highways, and subject to
sewer easement granted to the City of Cleveland by deed dated
February 15, 1909, recorded in Volume 1294, Page 7, of Cuyahoga
County Records, and subject to building and use restrictions of
record.

    PARCEL NO. 16.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 58
and the southerly 24 feet of Sublot No. 59 in W. J. Crawford's
Subdivision of a part of original one hundred acre Lot No. 349
as shown by the recorded plat of said subdivision in Volume 13 of
Maps, Page 29, of Cuyahoga County Records.

    Said Sublot No. 58 and said part of said Sublot No. 59
together form a parcel of land having a frontage of 64 feet on the
easterly side of East 70th Street (formerly Hoyt Avenue), and
extending back between parallel lines 174 feet, as appears by said
plat.



                                      A-4





<PAGE>   61
                                                                           (CEI)



    PARCEL NO. 17.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 65
according to plat of subdivision made by W. J. Crawford of part
of original Lot No. 349, formerly in East Cleveland Township,
now in City of Cleveland, recorded in Volume 13 of Maps, Page
29, of Cuyahoga County Records; said Sublot No. 65 is 40 feet
front on the easterly side of East 70th Street (formerly Hoyt
Avenue), and 174 feet deep, according to the plat of said subdivi-
sion on record; be the same more or less, but subject to all legal
highways.

    PARCEL NO. 18.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots
Nos. 66, 67 and 68 in W. J. Crawford's Subdivision of a part
of original one hundred acre Lot No. 349, as shown by the re-
corded plat of said subdivision in Volume 13 of Maps, Page 29,
of Cuyahoga County Records.

    Each of said Sublots Nos. 66, 67 and 68, has a frontage of 40
feet on the easterly side of East 70th Street (formerly Hoyt
Avenue), and each extends back between parallel lines, 174 feet,
as appears by said plat.

                          CANAL STREET STATION

    PARCEL NO. 19.  Situate in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos.
146, 147 and 148 in Kelley and Walworth's Allotment of part of
original Lots Nos. 213 to 220, inclusive, as recorded in Volume 2
of Maps, Page 26, of Cuyahoga County Records, excepting there-
from so much thereof as is located within the lines surveyed by
the Canal Boundary Commission as the boundary lines of the
Ohio Canal lands, recorded in Volume 7 of Cuyahoga County
Surveyors' Record of the survey map, plats and descriptions
thereof, but including herein any rights which the Company may
have in and to the lands adjacent thereto formerly occupied by
the Ohio Canal, but now occupied by the Valley Railway Com-
pany, excepting therefrom a strip of land three feet in width
off the southerly side of Sublot No. 148 heretofore conveyed to
Isaac N. Hill.

    PARCEL NO. 20.  Situate in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being all of Sublot
No. 149 and part of Sublot No. 150 in the subdivision made by
Kelley and Walworth of part of original two acre Lots Nos. 213




                                   A-5






<PAGE>   62
                                                                           (CEI)




to 220, inclusive, the plat of which is recorded in Volume 2 of
Maps, Page 26, of Cuyahoga County Records, and bounded and
described as follows:

    Beginning in the westerly line of Canal Street at the north-
easterly corner of said Sublot No. 149; thence southerly, along
the westerly line of Canal Street 77.5 feet to the line between
the lands of the Company and lands owned by the heirs of Charles
Burnside, deceased; thence westerly, in said line, and parallel
with the northerly line of said Sublot No. 150 to and into lands
formerly covered by the Ohio Canal to a point within 40 feet
of the towing path of said canal, as the same formerly existed;
thence northerly, parallel with said towing path, as the same
formerly existed, to the northerly line of said Sublot No. 149,
extended westerly; thence easterly, along the northerly line of
said Sublot No. 149 and the same extended, to the place of begin-
ning.

    PARCEL NO. 21.  Situate in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of Sublot
No. 148 in said Kelley and Walworth's Subdivision, bounded and
described as follows:

    Beginning in the westerly line of Canal Street at the south-
easterly corner of said Sublot No. 148; thence northerly, along
the westerly line of Canal Street, 3 feet; thence westerly, parallel
with the southerly line of said Sublot No. 148, to the center line
of the main track of the Valley Railway Company; thence south-
erly, along said center line, until it intersects the southerly line
of said Sublot No. 148 produced; thence easterly, along said south-
erly line of said Sublot No. 148 and said line produced, to the
place of beginning.

    PARCEL NO. 22.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of Sublot
No. 150 and all of Sublots Nos. 151, 152 and 153 in Kelley and
Walworth's Subdivision of the Walworth Farm, so-called; also
part of land formerly occupied by the Ohio Canal; and together
bounded and described as follows:

    Beginning at a stone in the westerly line of Canal Street,
at a point 77.5 feet southerly from the northeasterly corner of
Sublot No. 149 in said subdivision; thence South 34 degrees  East,
along the westerly line of Canal Street, 156.73 feet to a stone
at an angle in said street line; thence South 7 degrees 32'30" East,



                                      A-6





<PAGE>   63
                                                                           (CEI)



along said street line, 66.18 feet to a stone at the southeast-
erly corner of said Sublot No. 153; thence South 82 degrees  27' 30"
West, along the southerly line of said Sublot No. 153, 148.41
feet to a stone in the Canal Commission boundary line;
thence North 11 degrees 56'40" West, along said Canal Commission line,
28.19 feet to a stone; thence North 17 degrees 5'40" West, along said
Canal Commission line, 128.77 feet to a stone; thence North
21 degrees 47'25" West, along said Canal Commission line, .63 of a foot
to a stake; thence North 56 degrees  East, 114.73 feet to the place of
beginning; being 222.91 feet front on Canal Street 157.61 feet on
said Canal Commission line, 114.73 feet deep on the northerly
line and 148.41 feet deep on the southerly line, according to the
survey of J. D. Varney, former County Surveyor; be the same
more or less, but subject to all legal highways.

   Being the same premises conveyed to the Company by the
Cleveland Tanning Company, by deed dated February 8, 1899,
Volume 714, Page 48, of Cuyahoga County Records.

   PARCEL NO. 23. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos. 154
and 155, in the Walworth Allotment of a part of the Walworth
Farm, so-called, being together 100 feet front on Canal Street and
extending to the right-of-way of the Valley Railway Company
145 feet upon the northerly line of Lot No. 154 and 136 feet upon
the southerly line of Lot No. 155, as determined by the Commis-
sioners appointed to fix the boundary lines of the Ohio Canal.

   Being the same property conveyed to the Company by Mathias
E. Turner (unmarried), by deed dated August 9, 1899, recorded
in Volume 733, Page 2, of Cuyahoga County Records.

   PARCEL NO. 24.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 156
and part of Sublot No. 157, in the Walworth and Kelley Allotment
of part of original two acre Lots Nos. 213 to 220, inclusive, and
125 to 132, inclusive, as shown by the recorded plat of said allot-
ment in Volume 2 of Maps, Page 26, of Cuyahoga County Records,
and bounded and described as follows:

   Beginning on the westerly line of Canal Street at the north-
east corner of said Sublot No. 156; thence westerly, along the
northerly line of said Sublot No. 156 to the easterly line of the
Ohio Canal lands as now established; thence southerly, along said
easterly line of the Ohio Canal lands to the southerly line of said




                                   A-7






<PAGE>   64
                                                                           (CEI)




Sublot No. 157; thence easterly, along said southerly line of Sub-
lot No. 157, about 61.29 feet to the most westerly corner of land
conveyed by The Cleveland Electric Illuminating Company to
the City of Cleveland by deed dated March 4, 1927, recorded in
Volume 3462, Page 375, of Cuyahoga County Records; thence
northeasterly, along the northwesterly line of land so conveyed to
the City of Cleveland, to the most southerly corner of another
parcel of land conveyed by The Cleveland Electric Illuminating
Company to the City of Cleveland, by deed dated April 17, 1929,
recorded in Volume 3860, Page 395, of Cuyahoga County Records;
thence northwesterly, along the southeasterly line of land con-
veyed as last aforesaid, 6 feet to the most westerly corner thereof;
thence northeasterly along the northwesterly line of land so
conveyed as last aforesaid, 33 feet to said westerly line of Canal
Road; thence northerly, along said westerly line of Canal Road to
the place of beginning; be the same more or less, but subject to
all legal highways.

    PARCEL NO. 25.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of Sublot
No. 158 in the Walworth and Kelley Allotment of part of original
two acre Lots Nos. 213 to 220, inclusive, and 125 to 132, inclusive,
as recorded in Volume 2 of Maps, Page 26, of Cuyahoga County
Records, and bounded and described as follows:

    Beginning on the northerly line of said Sublot No. 158 at a
point 72.199 feet westerly from its intersection with the westerly
line of Canal St., being also the easterly line of said Sublot No.
158; thence westerly, along said northerly line of Sublot No. 158,
about 61.29 feet to the easterly boundary of Canal lands as now
established; thence southerly, along said easterly boundary of
Canal lands, 25 feet; thence northeasterly, 68.59 feet to the place
of beginning.

    Being the premises conveyed to the Company by the City of
Cleveland, by deed dated April 20, 1929, recorded in Volume 3934,
Page 362, of Cuyahoga County Records.

                                DODGE SUBSTATION

    PARCEL NO. 28.  Situate in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
ten acre Lot No. 77, bounded and described as follows:




                                      A-8





<PAGE>   65
                                                                           (CEI)



    Beginning on the westerly side of Huntington Street at a point
344.5 feet southerly from its intersection with the northerly line
of said lot; thence westerly, at right angles with Huntington
Street, 8 rods more or less to the west line of said Lot No. 77;
thence northerly, along the westerly line of said lot, 26 feet;
thence easterly, parallel with the southerly line of the premises
herein described, 8 rods, more or less, to the westerly line of Hunt-
ington Street; thence, southerly along the westerly line of Hunt-
ington Street, 26 feet to the place of beginning, being the premises
known as No. 90 Huntington Street (said Huntington Street
being now known as East 18th Street); and being the same prem-
ises heretofore conveyed by Luke J. Grace and Sarah A. Grace
to the Company, by deed dated April 12, 1904.

    PARCEL NO. 29.  Situate in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
ten acre Lot No. 76, bounded and described as follows:

    Beginning in the easterly line of Dodge Street about 290 feet
southerly from the corner of Payne Avenue and Dodge Street, and
at the northwesterly corner of a lot of land conveyed by George
C.  Dodge and wife to Wilson S. Dodge, by deed recorded in Vol-
ume 295, Page 283, of Cuyahoga County Records; thence north-
erly, on the line of Dodge Street, 50 feet; thence easterly, at right
angles from said street, about 135 feet to the east line of said ten
acre lot; thence southerly, on the line of said lot, 50 feet to the
northeasterly corner of said lot so as aforesaid conveyed to Wil-
son S. Dodge; thence westerly, parallel with the northerly line
and 50 feet distant therefrom, to the place of beginning; said
premises being known as 164 Dodge Street (said Dodge Street
now being known as East 17th Street); being the same premises
heretofore conveyed by P. C. O'Brien and Sabina E. O'Brien to
the Company, by deed dated April 12, 1904.

    PARCEL NO. 30.  Situate in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
ten acre Lot No. 77, and being 32.5 feet of land fronting on the
westerly line of Huntington Street (now known as East 18th
Street); being the south part of 377 feet measuring southerly on
said line of said street from the point of intersection thereof with
the northerly line of ten acre Lot No. 77, of which said Lot No.
77  the land hereby sold constitutes a portion, and extends west-
erly from said line of said street between parallel lines at right
angles with said street 8 rods, more or less, to the west line of said



                                   A-9





<PAGE>   66
                                                                           (CEI)




Lot No. 77; being the same premises heretofore conveyed by
Lilly A. Rumsay and Thomas O. Rumsay to D. L. Selover, trustee,
by deed dated March 30, 1904, and by said D. L. Selover, trustee,
conveyed to the Company, by deed dated April 21, 1904.

                                DOAN SUBSTATION

  PARCEL NO. 31.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of orig-
inal East Cleveland Township Lot No. 402, and bounded and
described as follows, to-wit:

  Beginning at a point in the center line of Doan Street 453.96
feet northerly from a stone at the intersection of the center lines
of Doan Street and Euclid Avenue, said point being 3 feet north-
erly from the northerly line of Sublot No. 11 (as shown in the
proceedings instituted in the Court of Common Pleas of Cuyahoga
County, Ohio, by the administrator of the estate of Job Doan,
deceased, in Volume 15, Page 284, of said court record), extended
westerly to the center line of Doan Street; thence easterly, and
parallel with the north line of said Sublot No. 11, and 3 feet dis-
tant northerly therefrom, 229.30 feet to a stake in the easterly
line of said Sublot No. 11 extended northerly (said Sublot No.
11 being also heretofore known as the property of the Methodist
Episcopal Church); thence northerly, along said easterly line of
said Sublot No. 11 so extended, 58.20 feet to a stake in the south-
erly line of land formerly owned by R. F. Paine; thence westerly,
along the southerly line of land formerly owned by R. F. Paine,
229.30 feet to a stone in the center line of Doan Street; thence
southerly, along the center line of Doan Street, 57.51 feet to the
place of beginning; said Doan Street now being known as East
105th Street.

                               WILLSON SUBSTATION

  PARCEL NO. 32.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos. 21
and 22 in Samuel Foljambe's Re-allotment of the south part of
Sublots Nos. 22 and 23 in Bomford's Allotment of a part of orig-
inal one hundred acre Lots Nos. 331 and 332, as shown by the
recorded plat of said re-allotment in Volume 3 of Maps, Page 19,
of Cuyahoga County Records, and being each 30 feet front on the
easterly side of Willson Avenue and extending back of equal
width 151 feet, 1.5 inches deep to an alley in the rear, as appears
by said plat.


                                      A-10






<PAGE>   67
                                                                           (CEI)



                              UNION SUBSTATION

    PARCEL NO. 33.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos.
3 and 4 in T. G. Clewell and T. M. Irvine's Re-allotment of Sub-
lots Nos. 357 to 377, both inclusive, and Nos. 417 to 437, both
inclusive, of Jabesh Gallup's Allotment of part of original one
hundred acre Lot No. 322, as shown by the recorded plat of said
re-allotment in Volume 7 of Maps, Page 22, of Cuyahoga County
Records.

                            ST. CLAIR SUBSTATION

    PARCEL NO. 34.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being Sublot
No. 501 in the Allotment made by the heirs of Leonard Case,
of original ten acre Lots Nos. 154 to 165, both inclusive, as
shown by the recorded plat in Volume 12 of Maps, Pages 6 and
7, of Cuyahoga County Records, and being 40 feet front on the
northerly side of St. Clair Street (now known as St. Clair Ave-
nue N. E.), and extending back of equal width 140 feet deep to an
alley in the rear, as appears by said plat; be the same more or
less, but subject to all legal highways.

    PARCEL NO. 35. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 502
in Leonard Case's Allotment of part original ten acre Lots Nos.
154 to 164. both inclusive, as shown by the recorded plat in Vol-
ume 12 of Maps, Pages 6 and 7, of Cuyahoga County Records, and
being 40 feet front on the northerly side of St. Clair Avenue N. E.,
and extending back of equal width 140 feet deep, as appears by
said plat; be the same more or less, but subject to all legal high-
ways.

                              ALMAR SUBSTATION

    PARCEL NO. 36.  Situated in the City of Shaker Heights,
County of Cuyahoga, State of Ohio, being part of Original War-
rensville Township Lot No. 36, and known as being Sublot No.
99-A and the southerly sixty (60) feet of Sublot No. 100-A, as
shown on plat of a resubdivision of a part of The Van Sweringen
Company's Subdivision Nos. 29 and 44, recorded in Volume 125,
Page 30, Cuyahoga County Map Records, and bounded and de-
scribed as follows:



                                    A-11





<PAGE>   68
                                                                           (CEI)




   Beginning at a stake set in the easterly line of Warrensville
Center Road, and at the southwest corner of said Sublot No. 99-A;

   Thence from said place of beginning northerly along said east-
erly line, on a curved line deflecting to the right, 130 feet, said
curved line having a radius of 5915.93 feet, and the chord of whose
arc bears North 0 degrees  41' 43.5" East) 130.00 feet to a stake;

   Thence North 89 degrees  42' 20" East, parallel with the southerly
line of said Sublot No. 100-A, 230.46 feet to a stake set in the
easterly or rear line of said Sublot No. 100-A;

   Thence South 25 degrees  29' 10" East, along the easterly or rear
line of said Sublot No. 100-A, and said Sublot No. 99-A, 146.29
feet to the southeast corner of said Sublot No. 99-A;

   Thence North 89 degrees  49' 45" West, along the southerly line of
said Sublot No. 99-A, 295 feet to the place of beginning, be the
same more or less, but subject to all legal highways.

   Subject to any and all zoning and other ordinances, if any,
affecting or pertaining to said premises, and subject to the re-
strictions, rights, reservations, limitations, agreements, cove-
nants and conditions of record, and those set forth in the Deed of
Conveyance of said premises from The Van Sweringen Company
to the Company, dated July 13, 1935, recorded in Volume 4533,
Page 276 of Cuyahoga County Records.

   Being the premises conveyed to the Company by The Van
Sweringen Company, by Deed dated July 13, 1935, recorded in
Volume 4533, Page 276 of Cuyahoga County Records.

                               MADISON SUBSTATION

   PARCEL NO. 37. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos. 1
and 2 in Elwell and Marvin's Subdivision of part of original
Brooklyn Township Lot No. 33, as shown by the recorded plat in
Volume 3 of Maps, Page 34, of Cuyahoga County Records, and
together forming a parcel of land 62 feet front on the westerly
side of Gordon Avenue (now known as West 65th Street) and
extending back of equal width 140 feet deep along the southerly
side of West Madison Avenue (now known as Madison Avenue
N. W.), as appears by said plat; be the same more or less, but
subject to all legal highways.



                                A-12






<PAGE>   69
                                                                           (CEI)



                              WOODLAND SUBSTATION

   PARCEL NO. 38.   Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being Sublot No. 8
in a re-subdivision of The Van Sweringen Co. Subdivision No. 11
of part of original one hundred acre Lots Nos. 422 and 430 and
part of original Warrensville Township Lots Nos. 11, 21 and 31,
as shown by the recorded plat of said re-subdivision in Volume
49 of Maps, Page 19, of Cuyahoga County Records, and being 100
feet front on the southerly side of North Woodland Avenue S. E.,
203.03 feet deep on the easterly line, 205.14 feet deep on the west-
erly line and 70.68 feet in the rear, as appears by said plat; be
the same more or less, but subject to all legal highways.

                              GLENVILLE SUBSTATION

   PARCEL NO. 39.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being parts of Sub-
lots Nos. 70, 71 and 72 in E. J. Weil's Allotment of a part of
original one hundred acre Lot No. 369, as shown by the re-
corded plat of said subdivision in Volume 14 of Maps, Page 30, of
Cuyahoga County Records, and bounded and described as follows:

   Beginning on the easterly line of East 103rd Street (formerly
John Street), at a point distant 5 feet northerly from the south-
westerly corner of said Sublot No. 70: thence easterly, and par-
allel with the southerly line of said Sublot No. 70, 205.15 feet;
thence southerly, and parallel with East 103rd Street (formerly
John Street), 70 feet; thence westerly, and parallel with the
southerly line of said Sublot No. 71, 205.15 feet to the easterly
line of East 103rd Street (formerly John Street), at a point
25 feet southerly from the southwesterly corner of said Sublot
No. 71; thence northerly, along the easterly line of East 103rd
Street (formerly John Street), 70 feet to the place of beginning,
be the same more or less, but subject to all legal highways.

   PARCEL NO. 40.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being parts of Sublots
Nos. 72 and 73 in E. J. Weil's Allotment of a part of original one
hundred acre Lot No. 369, as shown by the recorded plat of said
subdivision in Volume 14 of Maps, Page 30, of Cuyahoga County
Records, bounded and described as follows:

   Beginning on the easterly line of East 103rd Street (formerly
John Street) at a point 25 feet southerly from the southwesterly



                                    A-13





<PAGE>   70
                                                                           (CEI)



corner of Sublot No. 71 in said subdivision, which point is 15
feet northerly from the southwesterly corner of said Sublot No.
72; thence easterly, and parallel with the southerly line of said
Sublot No. 72, 195 feet; thence southerly, parallel with East 103rd
Street (formerly John Street), 35 feet; thence westerly, and
parallel with the southerly line of said Sublot No. 72, 195 feet to
the easterly line of East 103rd Street (formerly John Street), at
a point 20 feet southerly from the southwesterly corner of said
Sublot No. 72; thence northerly, along the easterly line of East
103rd Street (formerly John Street), 35 feet to the place of be-
ginning; be the same more or less, but subject to all legal high-
ways.

                             HARRINGTON SUBSTATION

   PARCEL NO. 41.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
Rockport Township Section 12, and bounded and described as
follows:

   Beginning on the southerly line of Lorain Avenue at its point
of intersection with the westerly line of West 150th Street; thence
westerly, along the southerly line of Lorain Avenue, 118.92 feet;
thence southerly, parallel with the westerly line of West 150th
Street, 239.83 feet to a stake set at the southwesterly corner of a
parcel of land conveyed by Tempe M. Alger, a single woman, to
Harry Emmett and Minnie C. Emmett, by deed dated July 6,
1892, recorded in Volume 518, Page 500, of Cuyahoga County
Records; thence easterly, at right angles to the last described line,
114.78 feet to the westerly line of West 150th Street; thence
northerly, along the westerly line of West 150th Street to the
place of beginning; be the same more or less, but subject to all
legal highways.

                          OAK SUBSTATION

   PARCEL NO. 42.  Situated partly in the City of Cleveland and
partly in the Village of Cuyahoga Heights, County of Cuyahoga
and State of Ohio, and known as being all of certain Sublots
and part of certain Sublots in J. H. Breck's Allotment of a part
of one hundred acre Lots Nos. 306 and 307, as shown by the
recorded plat in Volume 15 of Maps, Page 35, of Cuyahoga County
Records, and also a part of said original one hundred acre Lots




                                     A-14





<PAGE>   71
                                                                           (CEI)



Nos. 306 and 307, together forming a parcel of land bounded and
described as follows, the bearings and distances given being in
accordance with the survey of E. E. Kinnison, to-wit:

   The beginning point is in the center line of East 71st Street
(formerly known as Marcelline Avenue, and prior thereto known
as Brecksville Road) at its intersection with the center line of
Oak Avenue S. E.;

   COURSE I--Thence, along said center line of said East 71st
Street, South 13 degrees  7' 30" West, a distance of 376.55 feet, more or
less, to its intersection with the northwesterly right-of-way line
of The Cleveland Short Line Railway Company's railroad as
described in "PARCEL XVII" of deed from J. G. W. Cowles, trus-
tee, to said The Cleveland Short Line Railway Company dated
May 8, 1906, recorded in Volume 1050, Page 296, of Cuyahoga
County Records;

   COURSE II--Thence, along said northwesterly right-of-way
line of said The Cleveland Short Line Railway Company's rail-
road as described in "PARCEL XVII" of deed aforesaid, North
60 degrees  15' 30" East, a distance of 334.25 feet, more or less, to a point
of curvature in said right-of-way Line;

   COURSE III--Thence, continuing along said northwesterly
right-of-way line as described in "PARCEL XVII" of deed afore-
said, to the northerly line of J. H. Breck's Allotment aforesaid.
According to said survey of E. E. Kinnison, this course runs along
the arc of a curve lying on the southeasterly side of its chord
and having a radius of 5,629.65 feet, said arc having a length of
635.39 feet and said chord bearing North 57 degrees  01' 30" East, a
distance of 635.22 feet;

   COURSE IV--Thence along said northerly line of J. H. Breck's
Allotment aforesaid, South 89 degrees 37'30" West, a distance of 369.75
feet, more or less, to the northeast corner of that portion of Sub-
lot No. 9 in said allotment that was conveyed by The Belt & Ter-
minal Realty Company to Josef and Francisca Nejman, by deed
dated January 30, 1913, recorded in Volume 1433, Page 605, of
Cuyahoga County Records;

   COURSE V--Thence, along the easterly line of said portion of
said Sublot No. 9 so conveyed to Josef and Francisca Nejman
by deed aforesaid, South 0 degrees  2' 30" East, a distance of 120 feet,
more or less, to the northerly line of Oak Avenue S. E. aforesaid;



                                   A-15






<PAGE>   72
                                                                           (CEI)



   COURSE VI--Thence, along the southerly prolongation, in a
straight line, of "COURSE V" hereof, South O degrees  22' 30" East, a dis-
tance of 20 feet, more or less, to the center line of Oak Avenue
S. E. aforesaid;

   COURSE VII--Thence, along said center line of Oak Avenue
S. E., South 89 degrees  37' 30" West, a distance of 368.79 feet, more or
less, to the place of beginning.

   And containing, according to said survey of E. E. Kinnison,
3.1888 acres of land; be the same more or less, but subject to all
legal highways.

   The foregoing described premises are subject to all the rights,
easements, licenses, permissions, releases and acknowledgments
of satisfaction, heretofore given by said The Belt & Terminal
Realty Company, to The Cleveland Short Line Railway Company,
The Lake Erie and Pittsburgh Railway Company and The Vil-
lage of Newburgh Heights, by two certain indentures both dated
April 6, 1909, one recorded in Volume 1237, Pages 247-248-249,
of Cuyahoga County Records, and the other recorded in Volume
1237, Pages 269-270-271, of Cuyahoga County Records, to which
indentures reference is hereby made.

                                WALES SUBSTATION

   PARCEL NO. 43. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 38
and part of Sublots Nos. 39 and 40, in Justus Hamilton's Sub-
division of part of original one hundred acre Lots Nos. 455 and
456, as shown by the recorded plat of said subdivision in Volume
2 of Maps, Page 35, of Cuyahoga County Records.

   Said Sublot No. 38 has a frontage of 66 feet on the northerly
side of Harvard Avenue, S. E. (formerly Hamilton Street), and
extends back between parallel lines 165 feet as appears by said
plat; be the same more or less, but subject to all legal highways.

   Said part of Sublots Nos. 39 and 40 together form a parcel
of land having a frontage of 132 feet on the northerly side of Har-
vard Avenue, S. E. (formerly Hamilton Street), and extending
back between parallel lines 125 feet as appears on said plat; be the
same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by Frank M.
Cobb, by deed dated April 16, 1925, recorded in Volume 3172, Page
453, of Cuyahoga County Records.



                                A-16






<PAGE>   73
                                                                           (CEI)



                               KINSMAN SUBSTATION

    PARCEL NO. 44.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of orig-
inal Warrensville Township Lot No. 51, bounded and described
as follows:

    Beginning in the easterly line of East 142nd Street (formerly
Elm Street) (60 feet wide), as shown and dedicated in Volume
41  of Maps, Page 11, of Cuyahoga County Records, at a point dis-
tant southerly measured along said easterly line 224.88 feet
from its point of intersection with the southerly line of Kinsman
Road, S. E.; thence easterly, at right angles to the easterly line of
East 142nd Street, 111.69 feet to a point; thence southerly, par-
allel with the easterly line of East 142nd Street, 160 feet to a
point; thence westerly, parallel with the first described line, 111.69
feet to a point in the easterly line of East 142nd Street; thence
northerly, along said easterly line, 160 feet to the place of begin-
ning, and being further known as Sublots Nos. 6, 7, 8 and 9, in
Vaclav Zoul's Allotment proposed of a part of original Warrens-
ville Township Lot No. 51, according to a survey by the Wm. H.
Evers Engineering Company dated February 1912; be the same
more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by Frank M.
Cobb, by deed dated March 23, 1925, recorded in Volume 3172,
Page 248, of Cuyahoga County Records.

                               WALTON SUBSTATION

    PARCEL NO. 45. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 29 in
the J. Hornsey (as guardian of the minor heirs of Martin John-
son) Allotment of part of original Brooklyn Township Lot No.
68, as shown by the recorded plat in Volume 6 of Maps, Page 17, of
Cuyahoga County Records, and being 32 feet 7.25 inches front on
the southerly side of Walton Avenue, S. W., and extending back
132 feet 10.5 inches deep on the easterly line, 135 feet 6 inches
deep on the westerly line, said westerly line being also the
easterly line of Johnson Street (now known as W. 20th Street),
and being 32 feet 6 inches wide in the rear, as appears by said plat.

    PARCEL NO. 46. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being the northerly
part of Sublot No. 30, in John Hornsey (as guardian of minor
heirs of Martin Johnson) Allotment of part of original Brooklyn



                                    A-17






<PAGE>   74
                                                                           (CEI)



Township Lot No. 68, as shown by the recorded plat in Volume 6,
of Maps, Page 17, of Cuyahoga County Records, and 32 feet 7.25
inches front on the southerly side of Walton Avenue, and extend-
ing back 127 feet 3 inches deep on the easterly line, 129 feet 10.5
inches deep on the westerly line and being 32 feet 6 inches wide
in the rear.

   PARCEL NO. 47. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 31 in
the J. Hornsey (as guardian of minor heirs of Martin Johnson)
Allotment of part of original Brooklyn Township Lot No. 68,
as shown by the recorded plat in Volume 6 of Maps, Page 17, of
Cuyahoga County Records, and being 32 feet 7.25 inches front
on the southerly side of Walton Avenue, S. W., and extending
back 127 feet 7.5 inches deep on the easterly line, 130 feet 3 inches
deep on the westerly line and being 32 feet 6 inches wide in the
rear, as appears by said plat.

   PARCEL NO. 48. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 32
in the J. Hornsey (as guardian of minor heirs of Martin John-
son) Allotment of part of original Brooklyn Township Lot No.
68, as shown by the recorded plat in Volume 6 of Maps, Page 17,
of Cuyahoga County Records, and being 32 feet 7.25 inches front
on the southerly side of Walton Avenue, S. W., and extending
back 125 feet deep on the easterly line, 127 feet 7.5 inches deep
on the westerly line, and being 32 feet 6 inches wide in the rear,
as appears by said plat.

   Being the premises conveyed to the Company by Frank M.
Cobb, by deed dated March 27, 1926, recorded in Volume 3382,
Page 623, of Cuyahoga County Records.

                              DIVISION SUBSTATION

   PARCEL NO. 49. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos.
1072, 1073, 1074, 1075, 1081 and 1082 in Block U U, in Buffalo
Company Allotment of part of original Brooklyn Township Lots
Nos. 51 and 70, as shown by the recorded plat in Volume 3 of Maps,
Page 51, of Cuyahoga County Records, and together forming a
parcel of land 124 feet front on the southwesterly side of Turnpike
Street (now known as West 25th Street), 180 feet deep on the
southeasterly line, 180 feet deep on the northwesterly line,
which is also the southeasterly line of Division Street (now



                               A-18





<PAGE>   75
                                                                           (CEI)



known as Division Avenue, N. W.), and 124 feet in the rear, as
appears by said plat; be the same more or less, but subject to all
legal highways.

    Being the premises conveyed to the Company by James J.
McGinty, by deed dated March 29, 1928, recorded in Volume 3590,
Page 606, of Cuyahoga County Records.

                        MILES GARAGE AND WAREHOUSE

    PARCEL NO. 50. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
Warrensville Township Lot No. 71, and bounded and described as
follows:

    Beginning on the southerly line of said original Lot No. 71, at
its point of intersection with the easterly line of East 146th
Street (formerly East 144th Street S. E.), as dedicated by plat
recorded in Volume 55 of Maps, Page 40, of Cuyahoga County
Records; thence North 89 degrees  12' East, along the southerly line
of said original Lot No. 71, 577.96 feet to the southwesterly line
of land conveyed to The Cleveland and Mahoning Railroad Com-
pany, by deed dated July 26, 1855, recorded in Volume 80, Page
398, of Cuyahoga County Records; thence North 74 degrees  15' West,
along said southwesterly line of land so conveyed to The Cleve-
land and Mahoning Railroad Company, 600.78 feet to said east-
erly line of East 146th Street; thence South 0 degrees  8' 40" East, along
said easterly line of East 146th Street, about 171 feet to the place
of beginning; be the same more or less, but subject to all legal
highways.

    Being the premises conveyed to the Company by F. M. Cobb,
by deed dated October 20, 1927, recorded in Volume 3519, Page
370, of Cuyahoga County Records.

    PARCEL NO. 51. Situated in the Village of Miles Heights,
County of Cuyahoga and State of Ohio, and known as being parts
of original Lots Nos. 81 and 82, Warrensville Township, and more
specifically described as follows:

    Beginning at an iron pin set at the intersection of the north-
erly line of Warrensville Township Lot No. 81, with the easterly
line of East 144th Street (now known as East 146th Street),
50  feet wide; thence East, 577.07 feet measured along the said
northerly line of Warrensville Township Lot No. 81, to an iron
pin set at the westerly corner of a parcel of land conveyed to



                                   A-19





<PAGE>   76
                                                                           (CEI)



The Cleveland and Mahoning Valley Railroad Company, by deed
recorded in Volume 63, Page 505, of Cuyahoga County Records;,
thence South 73 degrees  27' 47" East, 1179.71 feet measured along the
southwesterly line of land conveyed to The Cleveland and Mahon-
ing Valley Railroad Company, as aforesaid, to an iron pin at the
northwesterly corner of Sublot No. 14 in The S. H. Kleinman
Realty Company's Miles Heights Allotment, as shown by the
recorded plat in Volume 44 of Maps, Page 15 of Cuyahoga County
Records; thence South 0 degrees  23' 26" West, 577 feet measured along
the westerly line of The S. H. Kleinman Realty Company's Miles
Heights Allotment, as aforesaid, to the northwesterly corner of
Sublot No. 27 in said allotment; thence North 71 degrees  5' 18" West,
1805.21 feet measured along the northeasterly line of Torrens
Avenue S. E. (proposed) 60 feet wide, to a point on said east-
erly line of East 144th Street (now known as East 146th
Street); thence North 0 degrees  38' 50" East, 327.74 feet measured along
said easterly line of East 144th Street (now known as
East 146th Street) to the place of beginning; and con-
taining and being in all 20 acres, more or less, excepting therefrom
so much of a 30 foot strip of land as is enclosed in the foregoing
description and more specifically described as being a strip of
land 30 feet wide measured 15 feet on each side of the following
described center line:

    Beginning at a point on the southerly line of premises de-
scribed in Registered Certificate Title No. 6733, recorded in
Book 26, Page 6733, distant North 71 degrees  5' 18" West, 674.30 feet
measured along said southerly line from the southeasterly corner
of above described premises; thence North 42 degrees  20' 12" East,
369.92 feet; thence on a curve to the right, tangent to the last
described line and having a radius of 385 feet, 226.197 feet, the
chord of which bears North 59 degrees  10' 5" East, and measures 222.96
feet; thence North 75 degrees  59' 58" East, 57.50 feet and tangent to
the last described line to a point on the northerly line of above
described premises, distant North 73 degrees  27' 47" West, 151.73 feet
measured along said northerly line from the northeasterly corner
thereof.

    Together with the easement shown in Certificate of Title No.
8478 created by the deed to The Cleveland Steel Tube Company
(filed as Document No. 21085) from The Harbutt Realty Com-
pany:

    "Grantor further grants to Grantee, its successors and assigns,
the right to connect switch tracks with such tracks as may be con-



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<PAGE>   77
                                                                           (CEI)



structed on any part of the thirty foot strip owned by it north
of Torrens Avenue proposed, such connections to be for the bene-
fit of lands lying on either side or both sides of said strip and
further grants to said Grantee the right to construct tracks and
rights-of-way across said thirty foot strip north of Torrens Ave-
nue proposed, provided such construction of cross tracks is ap-
proved by The Erie Railroad Company and will not prevent its
acceptance of a conveyance of such thirty foot strip.

    Grantor and Grantee mutually covenant and agree that no
tracks now or hereafter located on said thirty foot right-of-way
shall be used for storage of cars, but said tracks shall at all times
be open for use for switching connections to the Erie Railroad
for the benefit of Grantor and Grantee, their successors and as-
signs. It is mutually agreed by Grantor and Grantee that Grantor
may connect a track or tracks on said thirty foot strip with the
track or tracks now located on the northerly part of said thirty
foot strip and may, after it has made said connection, use said
tracks and the track extending from said right-of-way to the
Erie Railroad tracks in common with Grantee.  Cost of main-
tenance of so much of said track as is used jointly to be borne
equally by Grantor and Grantee."

    Being the premises conveyed to the Company by F. M. Cobb,
by deed dated October 20, 1927, and registered in Book No. 91,
Page 20041 of Land Title Registers of Cuyahoga County, Ohio.

                            NEWBURGH SUBSTATION

    PARCEL NO. 52.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
one hundred acre Lot No. 439 and also part of Sublot No. 35
of Gillette and Dobbs Subdivision of part of original one hun-
dred acre Lot No. 439, as shown by the recorded plat in Volume 8
of Maps, Page 16, of Cuyahoga County Records, and bounded and
described as follows:

    Beginning at the intersection of the northerly line of Union
Avenue S. E. (60 feet in width) with the easterly line of East
79th Street (50 feet in width); thence north, along the easterly
line of East 79th Street, a distance of 350 feet to an iron pipe;
thence easterly, and parallel with the northerly line of Union
Avenue S. E., a distance of 325 feet to an iron pipe; thence
southerly, and parallel with the easterly line of East 79th Street,
a distance of 350 feet to an iron pipe set in the northerly line



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<PAGE>   78
                                                                           (CEI)



of Union Avenue S. E.; thence westerly, along the northerly line
of Union Avenue S. E., a distance of 325 feet to the place of
beginning; and containing 2.611 acres of land, be the same more
or less, but subject to all legal highways.

    Subject to slope rights for raising the grade of Union Avenue,
S.  E. acquired by the City of Cleveland under appropriation pro-
ceedings in Insolvency Court of Cuyahoga County, Case No. 8892.

    Being the premises conveyed to the Company by The Fitz-
simons Land Company, by deed dated February 8, 1929, recorded
in Volume 3859, Page 369, of Cuyahoga County Records.

    PARCEL NO. 53.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 5 in
E.  S. Gillette and A. S. Dobbs Subdivision of part of original one
hundred acre Lot No. 439, as shown by the recorded plat in
Volume 8 of Maps, Page 16, of Cuyahoga County Records, and
being 40 feet on the easterly side of Division Street (now known
as East 78th Street), 139 feet 11.5 inches on the northerly line,
139 feet 11.5 inches on the southerly line and 40 feet on the
easterly line, which is also the westerly side of Madison Street
(now known as East 79th Street), as appears by said plat; be the
same more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by Alexander
and Stanislawa Muszynski, by deed dated January 17, 1929,
recorded in Volume 3803, Page 418, of Cuyahoga County Records.

    PARCEL NO. 54.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
Newburgh Township Lot No. 439, unallotted, and also part of
Sublots Nos. 24, 25, 26 and 27 of Gillette and Dobbs Subdivision
of a part of said original Lot No. 439, Newburgh Township, as
recorded in Volume 8 of Maps, Page 16, of Cuyahoga County
Records, and bounded and described as follows:

    A strip of land 20 feet in width, 10 feet of which width lies
easterly and westerly and northeasterly and southwesterly from
the following described center line:

    Beginning at an iron pipe set 350 feet northerly along a line
parallel with the easterly line of East 79th Street (50 feet in
width), from the northerly line of Union Avenue S. E. (60 feet in
width), said iron pipe being also 205 feet easterly along a line
parallel with the northerly line of said Union Avenue S. E. from
said easterly line of East 79th Street; thence north, and parallel
with the easterly line of said East 79th Street, a distance of 105.11


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<PAGE>   79
                                                                           (CEI)



feet to a point of curve; thence deflecting to the left on a curved
line, a distance of 342.61 feet to a point in the southerly line of
The Erie Railway Company right-of-way (100 feet in width),
distant about 89.23 feet southeasterly measured along the south-
erly line of said The Erie Railway Company right-of-way from
its intersection with the easterly line of said East 79th Street
(50 feet in width); said curved line having a radius of 453.26
feet, a central angle of 43 degrees  18' 33", and a chord which bears North
21 degrees  39' 16.5" West, a distance of 334.51 feet; and containing
0.2055 of an acre of land; together with the necessary slope rights
adjacent to both sides of said 20 foot strip of land, for the purpose
of providing an earth fill of approximately 1.5 foot horizontal to
1   foot vertical, for switch track construction, and not to exceed
24  feet in width on each side of said above described 20 foot right-
of-way.

    The above courses are assumed only, and are given for the
purposes of more fully describing said parcel of land.

    Excepting and reserving, however, to The Fitzsimons Land
Company, its successors and assigns, the right to cross the afore-
said described premises with a roadway, not exceeding 30 feet in
width, for vehicular traffic; the said roadway to be constructed
and maintained by The Fitzsimons Land Company, its successors
and assigns, at the grade and elevation of such tracks as may be
constructed on the aforesaid described premises.

    And further excepting and reserving to The Fitzsimons Land
Company, its successors and assigns, the right to connect a switch
track to such track as may be constructed on the aforesaid prem-
ises by the Grantee, its successors and assigns, the point of con-
nection of the said connecting switch track to be located within
the northerly 150 feet of the aforesaid described premises.

    Being the premises conveyed to the Company by The Power
Construction Company, by deed dated June 10, 1932, recorded in
Volume 4250, Page 574, of Cuyahoga County Records.

                                ROCKWELL GARAGE

    PARCEL NO. 55. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos.
16, 17, 18, 19, 20, 21 and 22 in Henry Wick's Subdivision of part
of original ten acre Lot No. 102, as shown by the recorded plat
in Volume 2 of Maps, Page 10, of Cuyahoga County Records, and
together forming a parcel of land 210 feet front on the north-
erly side of Oregon Street (now known as Rockwell Avenue



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<PAGE>   80
                                                                           (CEI)



N. E.), 123 feet 2.75 inches deep on the easterly line, 130 feet
6.75 inches deep on the westerly line and 209 feet 10.5 inches
on the southerly line of Dodge Alley (now known as Emerald
Court N. E.), as appears by said plat; be the same more or less,
but subject to all legal highways.

    Being the premises conveyed to the Company by The Trans-
portation Building Company, by deed dated September 13, 1928,
recorded in Volume 3830, Pages 319-21, of Cuyahoga County
Records.

    PARCEL NO. 56. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being all of Sublot
No. 6 and the easterly 1 foot from front to rear to Sublot No.
5 in Henry Wick's Subdivision of part of original ten acre Lot
No. 102, as shown by the recorded plat in Volume 2 of Maps,
Page 10, of Cuyahoga County Records, and together forming a
parcel of land 27 feet 10 inches front on the southerly side of St.
Clair Avenue N. E., and extending back of equal width 150 feet
to an 18 foot alley (now known as Emerald Court N. E.), as ap-
pears by said plat; be the same more or less, but subject to all
legal highways.

    Being the premises conveyed to the Company by Clare H.
Whitney, by deed dated September 21, 1928, recorded in Volume
3774, Page 420, of Cuyahoga County Records.

    PARCEL NO. 57. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of Sublot
No. 5 in Henry Wick's Subdivision of part of original ten acre
Lot No. 102, as shown by the recorded plat of said subdivision
in Volume 2 of Maps, Page 10, of Cuyahoga County Records. Said
part of Sublot No. 5 is bounded and described as follows:

    Beginning at a point in the southerly line of St. Clair Avenue
N. E. (formerly St. Clair Street) 2 feet easterly from the north-
westerly corner of said Sublot No. 5; thence southerly, and 2 feet
easterly from the westerly line of said Sublot No. 5, 150 feet to
the southerly line of said Sublot No. 5 which southerly line is
also the northerly line of Emerald Court, N. E. (formerly Dodge
Alley); thence easterly, along said southerly line of said Sublot
No. 5, 27 feet to a point 1 foot westerly from the southeasterly
corner of said Sublot No. 5; thence northerly, and 1 foot west-
erly from the easterly line of said Sublot No. 5, 150 feet to the
southerly line of St. Clair Avenue N. E.; thence westerly, along
the southerly line of St. Clair Avenue, N. E., 27 feet to the place



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<PAGE>   81
                                                                           (CEI)




of beginning, as appears by said plat; but subject to all legal high-
ways.

   Being the premises conveyed to the Company by Clare H.
Whitney, by deed dated September 21, 1928, and registered in
Book No. 102, Page 22239, of Land Title Registers of Cuyahoga
County.

   PARCEL NO. 58.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos. 2,
3, 4 and the westerly 2 feet front and rear of Sublot No. 5 in
Henry Wick's Subdivision of part of original ten acre Lot No.
102, as shown by the recorded plat in Volume 2 of Maps, Page 10,
of Cuyahoga County Records, and together forming a parcel of
land 82 feet front on the southerly side of St. Clair Street (now
known as St. Clair Avenue N. E.), and extending back of equal
width 150 feet deep to an alley in the rear (now known as Emer-
ald Court N. E.), as appears by said plat; be the same more or
less, but subject to all legal highways.

   Being the premises conveyed to the Company by Wm. B. Cohen
and Lillian K. Cohen, by deed dated October 15, 1928, recorded
in Volume 3777, Page 441, of Cuyahoga County Records.

                       BROOKLYN GARAGE AND WAREHOUSE

   PARCEL NO. 59. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio and known as being part of orig-
inal Brooklyn Township Lot No. 26, and bounded and described
as follows:

   Beginning at the southeast corner of said original Lot No. 26,
running thence west, on the south line of said Lot, 664.20 feet to
the center of West 73rd Street; thence northerly, along the center
line of West 73rd Street, 1588.04 feet to the southerly line of The
Wheeling and Lake Erie Railroad right-of-way, 100 feet wide;
thence easterly, along the southerly line of said right-of-way,
about 908 feet to the east line of said original Lot No. 26; thence
south, along the east line of said Lot No. 26, about 1256.73 feet
to the place of beginning; containing 24.093 acres, together with
all hereditaments and appurtenances thereof, subject to a sewer
easement dated January 20, 1925, recorded in Volume 3431, Page
430, of Cuyahoga County Records, and subject to all legal high-
ways.

   Being the premises conveyed to the Company by The United
Banking and Trust Company, by deed dated December 29, 1926,
recorded in Volume 3461, Page 304, of Cuyahoga County Records.


                                   A-25






<PAGE>   82
                                                                           (CEI)



                                 CARNEGIE SHOP

   PARCEL NO. 60. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio and known as being part of original
one hundred acre Lots Nos. 337 and 338 and bounded and de-
scribed as follows:

   Beginning at a point in the southerly line of East Prospect
Street (now known as Carnegie Avenue S. E.), at the northeast-
erly corner of land conveyed by Anna M. Harkness, widow, and
others, to Thomas H. Brooks, by deed dated January 27, 1911,
recorded in Volume 1299, Page 57, of Cuyahoga County Rec-
ords; thence easterly, along the southerly line of Carnegie Ave-
nue S. E., a distance of about 106 feet to the northwesterly cor-
ner of land conveyed by Anna M. Harkness, widow, and others,
to Christian F. Hanger, by deed dated May 29, 1912, recorded
in Volume 1410, Page 32, of Cuyahoga County Records; thence
southerly, along the westerly line of land so conveyed to Chris-
tian F. Hanger, 163.28 feet to the southwesterly corner thereof;
thence easterly, and parallel with the southerly line of Carnegie
Avenue S. E., about 10  feet to a point distant easterly 106 feet,
measured at right angles from the easterly line of a parcel of
land conveyed by Anna M. Harkness, widow, and others, to Cas-
sandra R. Mitchell, by deed dated October 3, 1911, recorded in
Volume 1340, Page 580, of Cuyahoga County Records; thence
southerly, and parallel with the easterly line of premises so con-
veyed, about 166.15 feet to the northerly line of Cedar Avenue
(now known as Cedar Avenue S. E.); thence westerly, along the
northerly line of Cedar Avenue S. E., about 106 feet to the south-
easterly corner of premises conveyed to Cassandra R. Mitchell,
as aforesaid; thence northerly, along the easterly line of said
Mitchell's land, a distance of 164.45 feet to the northeasterly
corner of said Cassandra R. Mitchell's land; thence westerly, par-
allel with the southerly line of Carnegie Avenue S. E., and along
the northerly line of said Mitchell's land, 10 feet to the south-
easterly corner of premises conveyed to Thomas H. Brooks, as
aforesaid; thence northerly, along the easterly line of premises
so conveyed to said Brooks, a distance of 163.28 feet to the place
of beginning; be the same more or less, but subject to all legal
highways.

                                  CEDAR GARAGE

   PARCEL NO. 61. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original



                  A-26






<PAGE>   83
                                                                           (CEI)



one hundred acre Lot No. 338, and bounded and described as
follows:

    Beginning at the intersection of the northerly line of Cedar
Avenue (now known as Cedar Avenue S. E.), and the westerly
line of lands conveyed by Philander L. and Sarah M. Johnson to
Mary J. Spencer, by deed dated October 14, 1903, recorded in
Volume 911, Page 40, of Cuyahoga County Records; thence west-
erly, along the northerly line of Cedar Avenue S. E., about 104.57
feet to the southeasterly corner of a parcel of land conveyed by
Anna M. Harkness, widow, et al, to De Forest L. Selover, by deed
dated November 6, 1912, recorded in Volume 1439, Page 53, of
Cuyahoga County Records; thence northerly, along the westerly
line of land so conveyed to said Selover, about 166.15 feet to the
southerly line of land conveyed by Anna M. Harkness, widow, et
al, to Christian F. Hanger, by deed dated May 29, 1912, recorded
in Volume 1410, Page 32, of Cuyahoga County Records; thence
easterly, along the southerly line of land so conveyed to said
Hanger, and along the southerly line of land conveyed by Anna
M.  Harkness, widow, et al, to The B. & B. Manufacturing Com-
pany, by deed dated January 5, 1912, recorded in Volume 1376,
Page 564, of Cuyahoga County Records, a distance of about 105.25
feet to the westerly line of land conveyed to Mary J. Spencer, as
aforesaid; thence southerly, along the westerly line of lands so
conveyed to Mary J. Spencer, as aforesaid, to the place of be-
ginning; be the same more or less, but subject to all legal high-
ways.

                            CLARKWOOD WAREHOUSE

    PARCEL NO. 62. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being all of Sublots
Nos. 33, 34, 35, 36, 37, 38 and 39 in Harriet and James H. Clark's
Subdivision of part of original one hundred acre Lot No. 335 in
said County, as the same is recorded in Volume 9, of Maps of
Lands, Page 17, in said County; be the same more or less, but
subject to all legal highways.

                         EAST CLEVELAND SUBSTATION

    PARCEL NO. 63. Situated in the City of East Cleveland,
County of Cuyahoga and State of Ohio, and known as being part
of original Euclid Township Lots Nos. 43 and 44, and bounded
and described as follows:


                                    A-27






<PAGE>   84
                                                                           (CEI)



     Beginning on the southerly line of said original Euclid
Township Lot No. 43, at the southeasterly corner of the second
parcel of land conveyed to Frank B. Carpenter, by deed dated
July 8, 1912, recorded in Volume 1405, Page 227, of Cuyahoga
County Records; thence North 36 degrees  42' 15" East, along the east-
erly line of said second parcel of land so conveyed to Frank B.
Carpenter, about 528.04 feet to the southerly line of land con-
veyed to John D. Rockefeller and Stephen V. Harkness, by deed
dated October 3, 1873, recorded in Volume 220, Page 506, of
Cuyahoga County Records; thence North 89 degrees  30' East, along said
southerly line of land so conveyed to John D. Rockefeller and
Stephen V. Harkness, about 442.34 feet to a southeasterly corner
thereof, which is also the most westerly corner of land conveyed
by The Cleveland Electric Illuminating Company to A. V. Can-
non, by deed dated February 21, 1925, recorded in Volume 3280,
Page 163, of Cuyahoga County Records; thence southeasterly
along the southwesterly line of land so conveyed to A. V. Cannon
and along the southeasterly prolongation thereof, to the center
line of Euclid Avenue; thence southwesterly along said center
line of Euclid Avenue to the most easterly corner of land con-
veyed to John Denman, Trustee, by deed dated April 1, 1889,
recorded in Volume 444, Page 358, of Cuyahoga County Records;
thence North 52 degrees  West, along the northeasterly line of land so
conveyed to John Denman, Trustee, 240.46 feet to the most north-
erly corner thereof; thence South 35.5 degrees  West, along the north-
westerly line of land so conveyed to John Denman, Trustee,
133.60 feet to the southerly line of said original Euclid Township
Lot No. 43; thence North 89 degrees  30" West, along said southerly line
of original Euclid Township Lot No. 43, about 844.34 feet to the
place of beginning; containing about 8.319 acres of land, be the
same more or less, but subject to all legal highways and to an
unrecorded switch track agreement, dated November 30, 1909,
revocable at the will of the Company.

   Excepting therefrom that part thereof within the bounds of
Euclid Avenue, 86 feet wide.

                               HEIGHTS SUBSTATION

  PARCEL NO. 64. Situated in the Village of Cleveland Heights,
County of Cuyahoga and State of Ohio, and known as being
Sublot No. 66 in The Forest Hill Allotment Company's Forest
Hill Allotment of part of original Euclid Township Lot No. 49,
as shown by the recorded plat in Volume 48 of Maps, Page 28, of
Cuyahoga County Records, and being 50 feet front on the north-



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<PAGE>   85
                                                                           (CEI)




erly side of Cedar Road, and extending back of equal width 150
feet deep, as appears by said plat; be the same more or less, but
subject to all legal highways.

    PARCEL NO. 65.  Situated in the Village of Cleveland Heights,
County of Cuyahoga and State of Ohio, and known as being
Sublot No. 67 in The Forest Hill Allotment Company's Forest
Hill Allotment of part of original Euclid Township Lot No. 49,
as shown by the recorded plat in Volume 48 of Maps, Page 28, of
Cuyahoga County Records, and being 50 feet front on the north-
erly side of Cedar Road, and extending back of equal width 150
feet deep, as appears by said plat; be the same more or less, but
subject to all legal highways.

                            LAKEWOOD SUBSTATION

    PARCEL NO. 66. Situated in the City of Lakewood, County
of Cuyahoga and State of Ohio, and known as being part of Sec-
tion No. 20 in Rockport Township now in the City of Lakewood,
and bounded as follows:

    Beginning at the intersection of the southerly line of Athens
Avenue, 40 feet in width, as dedicated in Volume 87 of Maps, Page
7,  of Cuyahoga County Records, with the westerly line of land
conveyed by Frederick Zimmerman and John N. Hahn, to The
Templar Motor Corporation, by deed dated May 17, 1917, re-
corded in Volume 1959, Page 43, of Cuyahoga County Records;
thence southerly, along the last described line, conveyed by Fred-
erick Zimmerman and John N. Hahn to The Templar Motor Cor-
poration, a distance of 180 feet; thence easterly, along a line par-
allel with the southerly line of Athens Avenue aforesaid, a dis-
tance of 130 feet; thence northerly, along a line parallel with
the aforesaid westerly line of land conveyed by Frederick Zim-
merman and John N. Hahn to The Templar Motor Corporation,
a distance of 180 feet to the southerly line of Athens Avenue
aforesaid; thence westerly, along the southerly line of Athens
Avenue aforesaid, 130 feet to the place of beginning; be the same
more or less, but subject to all legal highways.

    Subject to the restrictions and conditions set forth in the deed
of conveyance of said premises by M. F. Bramley and wife to
the Company dated May 15, 1925, recorded in Volume 3372, Page
123-24, of Cuyahoga County Records, to which reference is hereby
made.


                                    A-29






<PAGE>   86
                                                                           (CEI)



                             LAUDERDALE SUBSTATION

    PARCEL NO. 67. Situated in the City of Lakewood, County of
Cuyahoga and State of Ohio, and known as being parts of Sublots
Nos. 66 and 67 in the Mathews and Gilbert Subdivision No. 2 of
part of original Rockport Township Section No. 23, as shown by
the recorded plat in Volume 28 of Maps, Page 29, of Cuyahoga
County Records, and bounded and described as follows:

    Beginning on the easterly line of Lauderdale Avenue at a
point 2.5 feet southerly from the northwesterly corner of said
Sublot No. 67; thence easterly, and parallel with the northerly
lines of said Sublots Nos. 66 and 67, 108 feet to the easterly line
of said Sublot No. 66; thence southerly, along said easterly line
of Sublot No. 66, 113.09 feet to the northerly line of West Madison
Avenue; thence westerly, along the northerly line of West Madi-
son Avenue, 108 feet to the easterly line of Lauderdale Avenue;
thence northerly, along the easterly line of Lauderdale Avenue,
112.51 feet to the place of beginning; be the same more or less,
but subject to all legal highways, and subject to the restrictions
and conditions set forth in the deed from Mathews, et al. to Basso
dated July 7, 1904, recorded in Volume 941, Page 163, of Cuya-
hoga County Records.

                               HARVARD SUBSTATION

    PARCEL NO. 68.  Situated in the Village of Newburgh Heights,
County of Cuyahoga and State of Ohio, and known as being Sub-
lots Nos. 271 and 272 in The Loesch Allotment Company's Sub-
division of part of original one hundred acre Lots Nos. 288, 289
and 291, as shown by the recorded plat of said subdivision re-
corded in Volume 47 of Maps, Page 6, of Cuyahoga County Rec-
ords; said Sublot No. 271 has a frontage of 41.91 feet on the
northerly side of Harvard Avenue S. E. and 40 feet wide in the
rear.  The westerly line of said sublot, which is also the east-
erly line of East 27th Street, is 116.15 feet, the easterly line is
128.68 feet.  Said Sublot No. 272 is described as follows:

    Beginning at the southwesterly corner of said Sublot No.272;
thence northerly, along the westerly line of said sublot, 128.68 feet
to the northwesterly corner thereof; thence easterly, along the
northerly line of said Sublot No. 272, 80 feet; thence southerly,
39.47 feet to the southerly line of original Lot No. 289; thence
westerly, along the southerly line of original Lot No. 289, 33.92
feet to the southwest corner of said original lot; thence south-



                                      A-30





<PAGE>   87
                                                                           (CEI)



erly, along the easterly line of original Lot No. 291, 102.88 feet
to the northerly line of Harvard Avenue S. E.; thence in a north-
westerly direction, along the northerly line of Harvard Avenue
S. E., 48.62 feet to the place of beginning; be the same more or
less, but subject to all legal highways.

   PARCEL NO. 69.  Situated in the Village of Newburgh Heights,
County of Cuyahoga and State of Ohio, and known as Sublot
No. 270 in The Loesch Allotment Company's Subdivision of orig-
inal one hundred acre Lots Nos. 288, 289 and 291, as shown by
the recorded plat of said subdivision recorded in Volume 47 of
Maps, Page 6, of Cuyahoga County Records.

   Said Sublot No. 270 has a frontage of 40 feet on the easterly
side of East 27th Street and extends back of equal width about
120 feet, as shown by said plat; be the same more or less, but
subject to all legal highways.

                            BRADLEY SUBSTATION

   PARCEL NO. 70. Situated in the Village of Bay, County of
Cuyahoga and State of Ohio, and known as being part of original
Dover Township Lot No. 81, and bounded and described as fol-
lows:

   Beginning on the northerly line of Naigle Road at its point
of intersection with the easterly line of land conveyed to The
Bay Village Realty Company, by deed dated April 28, 1926,
recorded in Volume 3359, Page 196, of Cuyahoga County Rec-
ords; thence easterly, along said northerly line of Naigle Road,
150 feet; thence northerly, on a line parallel to the easterly line
of land conveyed to The Bay Village Realty Company, as afore-
said, 150 feet; thence westerly, parallel with said northerly line
of Naigle Road, 150 feet to the easterly line of land so con-
veyed; thence southerly, along said easterly line, 150 feet to the
place of beginning; be the same more or less, but subject to all
legal highways.

   Being the premises conveyed to the Company by F. W. Coen,
by deed dated November 16, 1926, recorded in Volume 3389, Page
301, of Cuyahoga County Records.

                         KNICKERBOCKER SUBSTATION

   PARCEL NO. 71.  Situated in the Village of Bay, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 157
in The Bay View Park Subdivision of part of original Dover


                                   A-31






<PAGE>   88
                                                                           (CEI)



Township Lot No. 89, as shown by the recorded plat in Volume 77
of Maps, Page 26, of Cuyahoga County Records, and being 50 feet
front on the northerly side of Knickerbocker Road, and extend-
ing back of equal width 150 feet deep, as appears by said plat; be
the same more or less, but subject to building and use restrictions
of record and all legal highways.

   Being the premises conveyed to the Company by Joseph G.
Higgins, et al, by deed dated October 9, 1926, recorded in Volume
3558, Pages 31-34, of Cuyahoga County Records, and by Henry
Weimer, by deed dated October 9, 1926, recorded in Volume
3368, Page 535, of Cuyahoga County Records.

   PARCEL NO. 72. Situated in the Village of Bay, County of
Cuyahoga and State of Ohio, and known as being Sublot No. 158
in The Bay View Park Subdivision of part of original Dover
Township Lot No. 89, as shown by the recorded plat in Volume
77 of Maps, Page 26, of Cuyahoga County Records, and being 50
feet front on the northerly side of Knickerbocker Road, and ex-
tending back of equal width 150 feet deep, as appears by said
plat; be the same more or less, subject to a gas pipe line easement
dated November 28, 1927, recorded in Volume 3575, Page 553, of
Cuyahoga County Records, and a lease for gas meter house dated
November 28, 1927, recorded in Volume 162, Page 231, of Cuya-
hoga County Records, and subject to building and use restrictions
of record and all legal highways.

   Being the premises conveyed to the Company by Bessie Ben-
nett, by deed dated May 11, 1928, recorded in Volume 3770, Page
526, of Cuyahoga County Records.

   PARCEL NO. 73.  Situated in the Village of Bay, County of
Cuyahoga, and State of Ohio, and known as being all of Sub-lot
No. 154 in the Bay View Park Sub-division of part of original
Dover Township Lot No. 89, as shown by the recorded plat in
Volume 77 of Maps, Page 26 of Cuyahoga County Records, and
being 50 feet front on the westerly side of Clague Road (60 feet
wide) and extending back of equal width 140 feet deep, as appears
by said plat, be the same more or less but subject to building
and use restrictions of record and all legal highways.

   PARCEL NO. 74.  Situated in the Village of Bay, County of
Cuyahoga, and State of Ohio, and known as being all of Sub-lot
No. 155 in the Bay View Park Sub-division of part of original
Dover Township Lot No. 89, as shown by the recorded plat in
Volume 77 of Maps, Page 26 of Cuyahoga County Records, and


                                      A-32






<PAGE>   89
                                                                           (CEI)



being 50 feet front on the westerly side of Clague Road (60 feet
wide) and extending back of equal width 140 feet deep, as appears
by said plat, be the same more or less but subject to building and
use restrictions of record and all legal highways.

   Said Sub-lots Nos. 154 and 155 being the premises conveyed
to the Company by Home Center, Inc., by deed dated April 26,
1940, recorded in Volume 5082, Page 451 of Cuyahoga County
Records.

   PARCEL NO. 75.  Situated in the Village of Bay, County of
Cuyahoga, and State of Ohio, and known as being Sub-lot No.
156 in the Bay View Park Sub-division of part of original Dover
Township Lot No. 89, as shown by the recorded plat in Volume 77
of Maps, Page 26 of Cuyahoga County Records, and being a
parcel of land having a frontage of 30 feet on the westerly side
of Clague Road and a curved frontage of 31.42 feet between the
westerly line of Clague Road and the northerly line of Knicker-
bocker Road, 120 feet deep on the southerly line, 140 feet deep
on the northerly line and 50 feet wide in the rear, as appears by
said plat, be the same more or less but subject to building and use
restrictions of record and all legal highways.

   Being the premises conveyed to the Company by Henry T.
Sealy and Nellie M. Sealy, by deed dated May 1, 1940, recorded
in Volume 5082, Page 580 of Cuyahoga County Records.

                           NORTHFIELD SUBSTATION

   PARCEL NO. 76. Situated in the Township of Bedford, County
of Cuyahoga and State of Ohio, and known as being part of
original Bedford Township Lot No. 87, and bounded and de-
scribed as follows:

   Beginning on the center line of Northfield Road (60 feet
wide) at the southwesterly corner of land conveyed to Frank S.
Bauder, by deed dated October 2, 1917, recorded in Volume 2012,
Page 33, of Cuyahoga County Records; thence easterly, along the
southerly line of land so conveyed to Frank S. Bauder, 430 feet;
thence northerly, on a line parallel with said center line of North-
field Road, 200 feet; thence easterly, on a line parallel with said
southerly line of land conveyed to Frank S. Bauder, as aforesaid,
423.96 feet to the southwesterly line of the new right-of-way
(100 feet in width) of the Cleveland & Pittsburgh Division of
the Pennsylvania Railroad System; thence southeasterly, along
said southwesterly line of the new right-of-way, 459.70 feet;
thence southwesterly, at right angles to the old 60 foot right-of-
way of The Cleveland & Pittsburgh Railroad Company, 176.73


                                    A-33





<PAGE>   90
                                                                           (CEI)



feet; thence westerly, on a line parallel with said southerly line
of land conveyed to Frank S. Bauder, as aforesaid, 323.31 feet;
thence northerly, on a line parallel with said center line of North-
field Road, 150 feet; thence westerly, on a line parallel with said
southerly line of land conveyed to Frank S. Bauder, as aforesaid,
530 feet to said center line of Northfield Road; thence northerly,
along said center line of Northfield Road, 150 feet to the place
of beginning; be the same more or lees, but subject to all legal
highways and subject to pending proceedings of the County Com-
missioners to widen Northfield Road.

   Excepting, however, from the above described premises, the
strip of land 60 feet in width, mentioned above as the old right-
of-way of The Cleveland and Pittsburgh Railroad Company, ac-
cording to a survey made by G. M. Garrett, April 30, 1926.

   Being the premises conveyed to the Company by Frank S. &
Martha M. Bauder, by deed dated May 19, 1926, recorded in
Volume 3403, Page 394, of Cuyahoga County Records, and the
premises appropriated from Lehon and Mary Kulaso, as evidenced
by appropriation certificate dated February 9, 1928, recorded in
Volume 3745, Page 292, of Cuyahoga County Records.

   PARCEL NO. 77.  All of the Company's right, title and interest
in and to that certain strip or parcel of land (60 feet wide) situ-
ated in the Township of Bedford, County of Cuyahoga and State
of Ohio, being part of original Lot No. 87, bounded and described
as follows, to-wit:

   Beginning at a point in the southwesterly line of grantor's
original right-of-way lands as conveyed by deed from Hiram
Spafford dated May 12, 1848, where said southwesterly line is
intersected by the northerly line of grantee's land, as conveyed
by deed from Frank S. and Martha M. Bauder dated May 19,
1926, at the distance of 30 feet southwestwardly from and at
right angles to the original center line of grantor's railroad;
extending thence eastwardly, along the extension of said north-
erly line of grantee's land, crossing said original center line,
65.6 feet to a point in the northeasterly line of grantor's said
original right-of-way lands, distant 30 feet northeastwardly
from and at right angles to said original center line and 81.4
feet southwestwardly from and at right angles to the present
center line of grantor's railroad; thence southeastwardly, along
said northeasterly line of original right-of-way lands and parallel
with and 30 feet northeastwardly from and at right angles to
said original center line, 473.44 feet to a point in the south-
easterly line of grantee's said land, distant 240 feet northwest-


                                      A-34






<PAGE>   91
                                                                           (CEI)



wardly, measured along said northeasterly line of grantor's
original right-of-way lands from a point in the southwesterly line
of grantor's present right-of-way lands, and also distant 61.14
feet southwestwardly from and at right angles to said present
center line of grantor's railroad; thence southwestwardly, along
the extension of said southeasterly line of grantee's land and
recrossing said original center line, 60 feet to a point in said
southwesterly line of grantor's original right-of-way lands, dis-
tant 30 feet southwestwardly from and at right angles to said
original center line; thence northwestwardly, along said south-
westerly line of original right-of-way lands and parallel with and
30  feet southwestwardly from and at right angles to said original
center line, 500 feet to the place of beginning; containing an area
of 29,203.2 square feet, more or less, or .67 of an acre, more or less,
and subject to the interest, if any, of Charles Mueller, his heirs
and assigns, if any, in and to said premises.

    Being the premises conveyed to the Company by The Cleveland
and Pittsburgh Railroad Company, by quitclaim deed dated
August 29, 1928, recorded in Volume 3864, Pages 54-55, of Cuya-
hoga County Records.

                            BEDFORD SUBSTATION

    PARCEL NO. 78.  Situated in the Village of Bedford, County
of Cuyahoga and State of Ohio, and known as being that part of
original Bedford Township Lot No. 45, bounded and described as
follows:

    Beginning at a stone in the southerly line of a parcel of land
conveyed by George M. Payne and wife to Nathaniel C. Hains, by
deed recorded in Volume R, Page 80, of Cuyahoga County Records,
at its intersection with a line which is parallel with and distant
southwesterly by rectangular measurement 25 feet from the center
line of The Cleveland and Pittsburgh Railroad Company, as said
center line is described in a deed from said The Cleveland and
Pittsburgh Railroad Company to James R. Kenyon, recorded in
Volume 59, Page 589, of Cuyahoga County Records; thence South
49 degrees  56' 40" East, along said parallel line, 347.44 feet to its in-
tersection with a line in Powers Road, from which intersec-
tion a stone bears North 49 degrees  56' 40" West, 30.82 feet; thence
South 53 degrees  18' 50" West, along said line in Powers Road, 249.09
feet to its intersection with a line which is parallel with and
distant northeasterly by radial measurement 60 feet from the
new center line of The Cleveland and Pittsburgh Railroad Com-
pany, as described in deed from Roderick C.  Kenyon and
others to The Cleveland and Pittsburgh Railroad Company,
recorded in Volume 754, Page 513, of Cuyahoga County


                                   A-35






<PAGE>   92
                                                                           (CEI)



Records, from which intersection a stone bears North 31 degrees 42' 13"
West, 30.11 feet; thence northwesterly, along said line which
is parallel with and distant northeasterly by radial measure-
ment 60 feet from said new center line 380.81 feet to a stone,
at its intersection with the southwesterly prolongation of the
southerly line of said parcel of land conveyed to Nathaniel C.
Hains by deed as aforesaid, said parallel line being a curved
line deflecting to the left and having a radius of 5789.65 feet
and a chord which bears North 33 degrees  26' 20" West 380.75 feet;
thence North 69 degrees  08' 50" East, 153.65 feet to the place of be-
ginning; and containing 1.602 acres, according to survey of Elmer
B. Wight, August 1915, be the same more or less, but subject to
all legal highways and subject to the interests, if any, of the un-
known heirs, if any, of Adalla Kenyon Bloomingdale, J. H. Mudge
and Burdacy Mudge as to an undivided three-sevenths interest
therein.

                                RIDGE SUBSTATION

   PARCEL NO. 79. Situated in the Township of Brooklyn, County
of Cuyahoga and State of Ohio, and known as being a part of
original Brooklyn Township Lot No. 40 and bounded and de-
scribed as follows:

  The beginning point is in the center line of Ridge Road (also
known as Shunpike Road) at the northeast corner of that certain
one acre parcel of land that was conveyed by Florilla C. Fay to
Newell Roberts, by deed dated April 9, 1860, recorded in Volume
115, Page 447, of Cuyahoga County Records (said one acre par-
cel now or formerly standing in the name of John Doll). Accord-
ing to said deed to Newell Roberts the northeasterly corner of said
one acre parcel is distant northerly along the center line of said
Ridge Road, 264 feet from the intersection thereof with the cen-
ter line of Brookpark Road (formerly known as Town-Line
Road); thence northerly, along said center line of Ridge Road,
a distance of 100 feet to a point; thence westerly, at right angles
with said center line of Ridge Road, a distance of 130 feet to a
point; thence southerly, along a line drawn parallel with said
center line of Ridge Road, a distance of 100 feet, more or less, to
the northerly line of said one acre parcel of land so conveyed to
Newell Roberts, by deed aforesaid; thence easterly, along said
northerly line of said one acre parcel so conveyed to Newell Rob-
erts, a distance of 130 feet, more or less, to the place of begin-
ning; and containing 0.2984 of an acre of land, be the same more
or less, but subject to all legal highways.


                                     A-36






<PAGE>   93
                                                                           (CEI)




                            CLINTON SUBSTATION

    PARCEL NO. 80. Situated in the Township of Brooklyn, County
of Cuyahoga and State of Ohio, and known as being parts of
original Lots Nos. 15 and 16 in said Township bounded and
described as follows:

    Beginning at a stone monument in the southeasterly line of
the right-of-way of The Cleveland, Cincinnati, Chicago and St.
Louis Railway Company (100 ft. wide) as of March 19, 1929, and
distant North 46 degrees  36' East, 1,266.58 feet measured along said
southeasterly line from its intersection with the center line of
Jasper Road (70 feet wide), formerly Clinton Road, said monu-
ment being also in the most westerly corner of a parcel of land
containing 10,329 square feet adjoining said 100 foot right-of-way,
and which was conveyed by the Company to The Cleveland, Cin-
cinnati, Chicago and St. Louis Railway Company, by deed dated
March 19, 1929, recorded in Volume 3860, Page 342, of Cuyahoga
County Records; thence deflecting to the right along the northerly
line of a proposed industrial right-of-way (45 feet wide), on a
curve having a radius of 984.37 feet and a chord which bears
North 71 degrees  10' 2" East, 120.26 feet, an arc distance of 120.33 feet;
thence continuing to the right on said curve and a chord which
bears North 75 degrees  16' 33" East, 20.84 feet, an arc distance of 20.84
feet to the principal place of beginning of the parcel herein
described;

    Thence continuing said curve to the right, an arc distance of
239.12 feet to an iron pin marking a point of tangency which is
a chord distance of 377.93 feet from said first mentioned stone
monument;

    Thence North 89 degrees  48' East, on a straight line tangent to
said curve, a distance of 0.83 feet to the west line of Parcel No. III
described in a deed to The Cleveland Electric Illuminating Com-
pany dated February 3, 1926, recorded in Volume 3391, Page 507,
of Cuyahoga County Records;

    Thence North 0 degrees  15' 20" East, along said westerly line of said
Parcel No. III, 19/100 of a foot to the northerly line of said
Parcel No. III;

    Thence North 89 degrees  39' 20" East, along said northerly line of
said Parcel No. III, 290.90 feet to an iron pin set in the most east-
erly corner of said Parcel No. III and in the most southerly
corner of Parcel No. I described in said deed to The Cleveland



                                   A-37






<PAGE>   94
                                                                           (CEI)



Electric Illuminating Company dated February 3, 1926, recorded
in Volume 3391, Page 507, of Cuyahoga County Records.

     Thence North 43 degrees  27' 10" West, along the southerly line of said
Parcel No. I, 350.10 feet to an iron pin set in the most westerly
corner of said Parcel No. I, and in the southeasterly line of lands
conveyed to The Wheeling and Lake Erie Railway Company, by
deed dated October 15, 1926, and recorded as Instrument No.
1,966,078, of Cuyahoga County Records;

     Thence South 46 degrees  36' West, along said southeasterly line
of said The Wheeling and Lake Erie Railway Company's land,
294.69 feet to a stone monument set at the most southerly corner
of said lands so conveyed to The Wheeling and Lake Erie Rail-
way Company;

     Thence South 0 degrees  11' 40" West, along the northeasterly line of a
strip of land conveyed to The Postal Telegraph Cable Company,
by deed dated March 19, 1929, a distance of 13.81 feet to a point
60   feet measured at right angles from the southeasterly line
of The Cleveland, Cincinnati, Chicago and St. Louis Railway
Company's right-of-way, as of March 19, 1929 as above;

     Thence South 46 degrees  36' West, parallel with the said south-
easterly line of The Cleveland, Cincinnati, Chicago and St. Louis
Railway Company's right-of-way, and distant 60 feet southeast-
erly at right angles therefrom, a distance of 101.21 feet to the
principal place of beginning;

     Containing 1.527 acres of land, be the same more or less, but
subject to all legal highways.

     Being a portion of the premises conveyed to the Company by
James R. Fitzsimons, et al, executors of the Last Will and
Testament of Thomas G. Fitzsimons, deceased, and The Fitz-
simons Realty Company, by deed dated February 3, 1927, re-
corded in Volume 3563, Page 100-102, of Cuyahoga County
Records; and by Susan M. Loyer, et al, by deed dated February
25,  1927, recorded in Volume 3563, Pages 103-5, of Cuyahoga
County Records; and by The Cleveland Trust Company, as Trus-
tee of Estate of Thomas D. Fitzsimons, deceased, by deed dated
March 28, 1927, recorded in Volume 3563, Page 105-7, of Cuya-
hoga County Records; the other portions having been conveyed
by the Company to The Postal Telegraph Cable Company, by
deed dated March 19, 1929, and to The Cleveland, Cincinnati,
Chicago and St. Louis Railway Company, by deed dated March
19,  1929, recorded in Volume 3860, Page 342, of Cuyahoga
County Records.



                               A-38






<PAGE>   95
                                                                           (CEI)



   PARCEL NO. 81. Situated in the Township of Brooklyn, County
of Cuyahoga and State of Ohio, and known as being part of
Brooklyn Township Lots Nos. 15 and 16 and bounded and de-
scribed as follows:

   Beginning at a point on the center line of the right-of-way of
the C. C. C. & St. L. Ry. distant 2332.75 feet northeasterly from
the center line of Clinton Road, measured along said center line;
thence southeasterly, about 100 feet at right angles to said rail-
road center line to a point in the southeasterly right-of-way line
of the W. & L. E. Ry., which is the northerly corner of the
area conveyed; thence southeasterly, at right angles to the
southeasterly right-of-way line of the W. & L. E. Ry., 350 feet;
thence southwesterly, parallel to the said southeasterly right-
of-way line of the W. & L. E. Ry., 480 feet; thence northwesterly,
at right angles to the last described line, 350 feet to the south-
easterly right-of-way line of the W. & L. E. Ry.; thence north-
easterly, along the said right-of-way line of the W. & L. E. Ry.,
480 feet to the northerly corner of the area to be conveyed; con-
taining 3.86 acres.

   PARCEL NO. 82.  Situated in the Township of Brooklyn, County
of Cuyahoga and State of Ohio, and known as being part of Brook-
lyn Township Lot No. 16, and bounded and described as follows:

   A strip of land 150 feet wide, being 75 feet on each side of the
following described center line:

   Beginning at a point on a line crossing the center line of
Clinton Road 1435.55 feet east of its intersection with the center
line of the right-of-way of the C. C. C. & St. L. Ry., and making
an angle with said center line of Clinton Road of 89 degrees  34' 40", as
measured in the southwest quadrant, said point being 800 feet
north of the center line of Clinton Road; running thence south-
erly, along said line to a point about 550 feet south of the center
line of Clinton Road, and deflecting then to the right and contin-
uing to the northerly right-of-way line of the B. & O. Ry. on a line
which would intersect the south line of Lot No. 16 about 85 feet
west of the east line of the property now or formerly standing
in the name of Adelaide C. Hinkle, et al; and containing 5.44
acres, more or less, but excepting all legal highways.

   PARCEL NO. 83. Situated in the Township of Brooklyn County
of Cuyahoga and State of Ohio, and known as being a part of
Brooklyn Township Lot No. 16, and bounded and described as
follows:



                                    A-39






<PAGE>   96
                                                                           (CEI)



   Being a parcel of land immediately north of and adjacent to
the above described Parcel No. 82, and beginning at the northwest
corner of the above described Parcel No. 82 and running thence
north, along a production of the west line of the above described
Parcel No. 82, 140 feet; thence east, about 300 feet to the south-
erly corner of a 3.86 acre tract of land known as Parcel No. 81
herein; thence southwesterly, about 200 feet to the northeast cor-
ner of the above described Parcel No. 82; and thence west, along
the north line of Parcel No. 82, 150 feet to the place of beginning;
containing .72 of an acre, more or less.

   Said last three parcels having been conveyed to the Company
by The Fitzsimons Realty Company, et al, by deed dated Feb-
ruary 3, 1926, recorded in Volume 3391, Pages 507, 508, 509 and
510, of Cuyahoga County Records; said last three parcels being
subject to the rights reserved to the grantors in said deed to
construct highways, driveways, railways, switches, drains, sewers,
water and gas lines, and all other rights reserved to said grantors,
as more specifically set forth in said deed, and subject also to the
obligation of the grantee in said deed to convey to any railroad
company on request of the grantors, or either of them, a deed for
two or more industrial switches or rights-of-way across the last
two of said parcels, all as set forth in said deed.

   Together with any and all rights granted to the Company in
and by said deed.

   PARCEL NO. 84. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos.
155 and 156 in The E. R. Cowin Land Company's Subdivision of
part of original Brooklyn Township Lot No. 15, as shown by
recorded plat of said subdivision in Volume 49 of Maps, Page 25,
of Cuyahoga County Records.

   Each of said sublots has a frontage of 40 feet on the south-
easterly side of Sunrise Road S. W., and extends back between
parallel lines 150 feet, as appears by said plat; be the same more
or less, but subject to all legal highways.

   Said premises being subject to the rights reserved to The Fitz-
simons Land Company, its successors and assigns, with refer-
ence to a 30 foot roadway and a switch track as set forth in the
deed of conveyance of said premises dated June 10, 1932, re-
corded in Volume 4250, Page 574, of Cuyahoga County Records.

                               BAGLEY SUBSTATION

   PARCEL NO. 85.  Situated in the Township of Middleburg,
County of Cuyahoga and State of Ohio, and known as being a part


                               A-40






<PAGE>   97
                                                                           (CEI)



of original Section No. 14, and being a part of land now owned by
Daisy M. and Herbert L. Baily, as recorded in Volume 1675,
Page 488, of Cuyahoga County Records:

    Beginning at a point in the easterly right-of-way line of the
Cleveland, Southwestern and Columbus R. R., as recorded in Vol-
ume 1950, Page 29, said point being 250 feet north from the
intersection of the said right-of-way line and the northerly street
line of Bagley Road, so-called; thence easterly, about 202.33 feet
to a stake in the westerly line of a proposed street in the parcel
of land owned by Daisy M. and Herbert L. Baily, as recorded
in Volume 1675, Page 488, of Cuyahoga County Records; thence
northerly, along said westerly proposed street line, about 100
feet to a stake; thence westerly, about 202.33 feet to a stake in
the easterly right-of-way line of the Cleveland, Southwestern and
Columbus R. R., as recorded in Volume 1950, Page 29, of Cuya-
hoga County Records; thence southerly, along the said easterly
right-of-way line of the Cleveland, Southwestern and Columbus
R.  R., about 100 feet to the place of beginning; and containing
about .464 of an acre.

                                GRANT SUBSTATION

    PARCEL NO. 86.  Situated in the Village of Cuyahoga Heights,
County of Cuyahoga and State of Ohio, and known as being
part of original one hundred acre Lots Nos. 304 and 308, and
bounded and described as follows:

    Beginning in the center line of East 49th Street (formerly
Independence Road) at the point of intersection of said center
line of East 49th Street with the northerly line of said original
Lot No. 304; thence South 27 degrees  41' 10" West, along said center line
of East 49th Street, 2.53 feet; thence east, parallel with the
northerly line of said original Lot No. 304, 31.17 feet to a point
in the easterly line of East 49th Street, said last described point
being also at the northwesterly corner of land conveyed by The
Cuyahoga Factory Development Company to The Star Elevator
Company, by deed dated March 31, 1931, recorded in Volume
4166, Page 680, of Cuyahoga County Records; thence continuing



                                    A-41






<PAGE>   98
                                                                           (CEI)





east, along the northerly line of land so conveyed to The Star
Elevator Company, as aforesaid, and along the easterly pro-
longation thereof, about 309.21 feet to the center line of Grant
Avenue, 60 feet wide; thence North 52 degrees 49' 30" West, along said
center line of Grant Avenue, about 425.09 feet to the point of
intersection with the center line of East 49th Street; thence South
0 degrees 6' 40" West, along the center line of East 49th Street, about
254.62 feet to the place of beginning; containing 1.0003 acres of
land, be the same more or less, but subject to a pipe-line right-of-
way granted to The East Ohio Gas Company, by deed dated Janu-
ary 14, 1920, recorded in Volume 2314, Page 623, of Cuyahoga
County Records, and subject to all legal highways.

   Being the premises conveyed to the Company by Eva Klaas,
by deed dated April 25, 1933, recorded in Volume 4293, Page 695,
of Cuyahoga County Records.

   PARCEL NO. 87. Situated in the Village of Cuyahoga Heights,
County of Cuyahoga and State of Ohio, and known as being a
part of original one hundred acre Lot No. 304, and bounded
and described as follows:

   Beginning in the center line of East 49th Street at a point
distant South 27 degrees 41' 10" West, 2.53 feet from an iron pin in the
northerly line of original one hundred acre Lot No. 304, which iron
pin marks an angle in the center line of East 49th Street; thence
east, parallel with the northerly line of said original lot, 31.17 feet
to the easterly line of East 49th Street and principal place of
beginning for premises herein described; thence east, parallel
with the northerly line of said original lot, 259.56 feet to the
southwesterly line of Grant Avenue 60 feet wide; thence south
52 degrees 49' 30" East, along the southwesterly line of Grant Avenue,
50 feet; thence South 26 degrees 20' 25" West, 282.68 feet; thence North
89 degrees 59' 10" West, along the prolongation easterly of the north-
erly line of premises conveyed to Albert T. and Ida Schmitt, by
deed recorded in Volume 1405, Page 125, of Cuyahoga County
Records, and along the northerly line of said premises, 320 feet
to the southeasterly line of East 49th Street; thence North 27 degrees
41' 10" East, along the southeasterly line of East 49th Street,
314.27 feet to an angle in the easterly line of East 49th Street;
thence North 0 degrees 6' 40" East, along the easterly line of East
49th Street, 5.18 feet to the principal place of beginning; and
containing 2.037 acres of land, according to the survey of Charles





                                     A-42





<PAGE>   99
                                                                           (CEI)





W. Root, Civil Engineer.  The courses used in this description
are given to an assumed meridian and are used to indicate angles
only, be the same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by The Star
Elevator Company, by deed dated April 8, 1933, recorded in
Volume 4294, Page 341, of Cuyahoga County Records.

   PARCEL NO. 88. Situated in the Village of Cuyahoga Heights,
County of Cuyahoga and State of Ohio, and known as being a
part of original Newburgh Township Lot No. 304, and bounded
and described as follows:

   Beginning in the south line of a parcel of land conveyed to The
Star Elevator Company by The Cuyahoga Factory Development
Company, by deed dated March 31, 1931, recorded in Volume 4166,
Page 680, of Cuyahoga County Records, at the northeast corner of
land conveyed by Albert Schmidt to Ida Schmidt, by deed re-
corded in Volume 1769, Page 219, of Cuyahoga County Records;
thence South 89 degrees 59' 10" East, along the south line of land so con-
veyed to The Star Elevator Company as aforesaid, 205 feet to the
southeasterly corner thereof; thence North 26 degrees 20' 25" East, along
the southeasterly line of land so conveyed to The Star Elevator
Company, 118.66 feet to the southwesterly line of a spur track
right-of-way conveyed by The Cuyahoga Factory Development
Company to The Newburgh and South Shore Railway Co., by deed
dated April 30, 1931, recorded in Volume 4167, Page 6, of Cuya-
hoga County Records; thence South 61 degrees 24' 30" East, along the
southwest right-of-way line of the said The Newburgh and South
Shore Railway Co., 59.66 feet; thence South 57 degrees 06' 40" East,
and continuing along the said southwest right-of-way line, 58.15
feet to a point of curve; thence southeasterly, 117.89 feet along
the arc of a circle deflecting to the right and having a radius of
277.94 feet and a chord which bears South 44 degrees 57' 34" East,
117.01 feet to a point of tangency; thence South 32 degrees 48' 30" East,
along the southwesterly line of said right-of-way, 111.26 feet to a
point distant 100 feet northerly by rectangular measurement
from the south line of the first parcel of land conveyed to Fred
and Eva Klaas, recorded in Volume 374, Page 438, of Cuyahoga
County Records; thence northwesterly, 177.87 feet along the arc
of a circle deflecting to the left, having a radius of 387.5 feet and
a chord which bears North 49 degree 09' 50" West, 176.31 feet to a
point; thence North 62 degrees 18' 50" West, 85 feet to a point distant
380 feet southeasterly by rectangular measurement from the cen-
ter line of East 49th Street; thence South 27 degrees 41' 10" West, par-




                                     A-43






<PAGE>   100
                                                                           (CEI)





allel with the center line of East 49th Street, 174.72 feet to a
point distant 100 feet northerly by rectangular measurement
from the south line of the first parcel of land so conveyed to
Fred and Eva Klaas as aforesaid; thence North 89 degrees 59' 10" West,
134.09 feet; thence North 62 degrees 18' 50" West, 193.81 feet to the
southerly line of land conveyed to Ida Schmidt as aforesaid;
thence South 89 degrees 59' 10" East, along the southerly line of land
so conveyed to the said Ida Schmidt, 93.70 feet to the south-
easterly corner thereof; thence North 0 degrees 0' 50" East, along the
easterly line of the said Ida Schmidt's land to the place of begin-
ning; and containing 1.072 acres, more or less, said premises
being subject to a pipe line right-of-way granted to The East Ohio
Gas Company, by deed dated January 14, 1920, recorded in Vol-
ume 2314, Page 623, of Cuyahoga County Records.

   Being a portion of the premises conveyed to the Company by
The Cuyahoga Factory Development Company, by deed dated
April 20, 1933, recorded in Volume 4295, Page 657, of Cuyahoga
County Records, the other portion having been conveyed by the
Company to The Power Construction Company, by deed dated
December 14, 1933, recorded in Volume 4324, Page 342, of Cuya-
hoga County Records.

   PARCEL NO. 89. Situated in the Village of Cuyahoga Heights,
County of Cuyahoga and State of Ohio, and known as being part
of original one hundred acre Lot No. 304, and bounded and
described as follows:

   Beginning in the southwesterly line of Grant Avenue (60
feet wide) at the northwesterly corner of land conveyed by
The Cuyahoga Factory Development Company to The Milk
Bottlers Redemption Company, by deed dated November 7,
1927, recorded in Volume 3576, Page 345, of Cuyahoga County
Records, said northwesterly corner being also the northeasterly
corner of land conveyed by The Cuyahoga Factory Development
Company to The Star Elevator Company, by deed dated March
31, 1931, recorded in Volume 4166, Page 680, of Cuyahoga County
Records; thence South 26 degrees 20' 25" West, along the northwesterly
line of land so conveyed to The Milk Bottlers Redemption Com-
pany as aforesaid, 139.38 feet to the northeasterly line of land
conveyed to The Newburgh and South Shore Railway Com-
pany, by deed dated April 30, 1931, recorded in Volume
4167, Page 6, of Cuyahoga County Records; thence South 57 degrees
06' 40" East, along said northeasterly line of land so conveyed
to The Newburgh and South Shore Railway Company as afore-





                                     A-44






<PAGE>   101
                                                                           (CEI)





said, 70.25 feet to a point distant 380 feet southeasterly measured
at right angles from the center line of East 49th Street (formerly
Independence Road) ; thence North 27 degrees 41' 10" East, on a line par-
allel with said center line of East 49th Street, 133.47 feet to an
iron pin set in the southwesterly line of Grant Avenue; thence
North 52 degrees 49' 30" West, along the said southwesterly line of
Grant Avenue, 74.25 feet to the beginning; and containing 0.224
of an acre of land, according to the survey of Charles W. Root,
Civil Engineer. The courses used in this description are given to
an assumed meridian and are used to indicate angles only.

   Being the premises conveyed to the Company by The Milk
Bottlers Redemption Company, by deed dated April 8, 1933,
recorded in Volume 4317, Page 87, of Cuyahoga County Records.

   PARCEL NO. 90. Situated in the Village of Cuyahoga Heights,
County of Cuyahoga and State of Ohio, and known as being part
of original one hundred acre Lot No. 304, and bounded and de-
scribed as follows:

   Beginning at the point of intersection of the southwesterly
line of land conveyed to The Newburgh and South Shore Railway
Company, by deed dated April 30, 1931, recorded in Volume 4167,
Page 6, of Cuyahoga County Records, with the southeasterly
line of land conveyed by The Cuyahoga Factory Development
Company to The Star Elevator Company, by deed dated March 31,
1931, recorded in Volume 4166, Page 680, of Cuyahoga County
Records; thence South 61 degrees 24' 30" East, along said southwesterly
line of land so conveyed to The Newburgh and South Shore Rail-
way Company as aforesaid, 59.66 feet to an iron pin; thence South
57 degrees 06' 40" East, along said southwesterly line of land so con-
veyed to The Newburgh and South Shore Railway Company as
aforesaid, 9.77 feet to an iron pin distant 380 feet southeasterly,
measured at right angle, from the center line of East 49th Street
(formerly Independence Road); thence North 27 degrees 41' 10" East,
on a line parallel with said center line of East 49th Street, said
line being also a continuation of the easterly line of land con-
veyed by The Milk Bottlers Redemption Company to The Cleve-
land Electric Illuminating Company, by deed dated April 8, 1933,
recorded in Volume 4317, Page 87, of Cuyahoga County Records,
20.08 feet to the northeasterly line of said lands so conveyed to
The Newburgh and South Shore Railway Company as aforesaid;
thence North 57 degrees 06' 40" West, along said northeasterly line of
land so conveyed to The Newburgh and South Shore Railway Com-
pany as aforesaid, 70.25 feet to said southeasterly line of land so




                                      A-45






<PAGE>   102
                                                                           (CEI)





conveyed to The Star Elevator Company as aforesaid; thence
South 26 degrees 20' 25" west, along said southeasterly line of land so
conveyed to The Star Elevator Company as aforesaid, 24.64 feet to
the beginning; and containing .0352 of an acre of land, according
to the survey of Charles W. Root, Civil Engineer. The courses
used in this description are given to an assumed meridian and
are used to indicate angles only.

   Said premises are subject to a sewer right-of-way granted
to the City of Cleveland, by deed dated July 10, 1917, recorded
in Volume 2034, Page 401, of Cuyahoga County Records, and to
a pipe line right-of-way granted to The East Ohio Gas Com-
pany, by deed dated January 14, 1920, recorded in Volume 2314,
Page 623, of Cuyahoga County Records, and to all legal highways.

   Being the premises conveyed to the Company by The New-
burgh and South Shore Railway Company, by deed dated Sep-
tember 12, 1933, recorded in Volume 4315, Page 445, of Cuyahoga
County Records.

   PARCEL NO. 91. Situated in the Village of Cuyahoga Heights,
County of Cuyahoga, and State of Ohio, and known as being a
part of Original One Hundred Acre Lot No. 304, and bounded
and described as follows:

   Beginning in the Southeasterly line of East 49th Street, 60
feet wide, at the Southwesterly corner of land conveyed to The
Cleveland Electric Illuminating Company, by deed dated April
8, 1933, and recorded in Volume 4294, Page 341 of Cuyahoga
County Records, said Southwesterly corner being also the North-
westerly corner of land conveyed to Albert T. Schmitt and Ida
Schmitt, by deed dated December 26, 1911, and recorded in Vol-
ume 1405, Page 125 of Cuyahoga County Records; thence South
89 degrees, 59 minutes, 10 seconds East along the Southerly line
of land so conveyed to The Cleveland Electric Illuminating Com-
pany, as aforesaid, which Southerly line is also the Northerly
line of land conveyed to Albert T. Schmitt and Ida Schmitt, as
aforesaid, 115 feet to the Northeasterly corner of the land so
conveyed to Albert T. Schmitt and Ida Schmitt, as aforesaid;
thence South 00 degrees, 00 minutes, 50 seconds West along the
Easterly line of land so conveyed to Albert T. Schmitt and Ida
Schmitt, as aforesaid, 40 feet to the Southeasterly corner thereof;
thence North 89 degrees, 59 minutes, 10 seconds West along the
Southerly line of land so conveyed to Albert T. Schmitt and Ida
Schmitt, as aforesaid, 93.70 feet to a Northerly corner of the first
parcel of land conveyed to The Power Construction Company,





                                     A-46






<PAGE>   103
                                                                           (CEI)





by deed dated December 14, 1933, and recorded in Volume 4324,
Page 342 of Cuyahoga County Records; thence North 62 degrees,
18 minutes, 50 seconds West on a North westerly prolongation
of the Northeasterly line of the first parcel of land so conveyed
to The Power Construction Company, as aforesaid, 37.45 feet to
a point in the said Southeasterly line of East 49th Street, said
last described point being distant 19.64 feet Northeasterly from
the Southwesterly corner of the land conveyed to Albert T.
Schmitt and Ida Schmitt, as aforesaid; thence North 27 degrees,
41 minutes, 10 seconds East along said Southeasterly line of
East 49th Street, 25.53 feet to the place of beginning, and con-
taining 0.1068 acre of land, be the same more or less, but sub-
ject to all legal highways.

   Being the premises conveyed to the Company by The Power
Construction Company, by deed dated December 23, 1937, re-
corded in Volume 4810, Page 567 of Cuyahoga County Records.

                NORTH RANDALL SUBSTATION

   PARCEL NO. 92.  Situated in the Township of Warrensville,
County of Cuyahoga and State of Ohio, and known as being Sub-
lots Nos. 37 and 100 in The Miles-Center Land Company's Home-
site Gardens Subdivision of a part of original Warrensville
Township Lots Nos. 94 and 95, as recorded in Volume 67 of Maps,
Page 27, of Cuyahoga County Records; subject to all legal high-
ways.

   Being the premises described in Torrens Certificate No. 11046
of Land Title Registers of Cuyahoga County, Ohio.

   PARCEL NO. 93. Situated in the Township of Warrensville,
County of Cuyahoga and State of Ohio, and being further de-
scribed as follows:

   Being Sublot No. 38 In The Miles-Center Land Company's
Homesite Gardens Subdivision of a part of original Warrens-
ville Township Lots Nos. 94 and 95, as shown by the recorded
plat in Volume 67 of Maps, Page 27, of Cuyahoga County Rec-
ords.

   Subject to all legal highways and subject to the conditions
and restrictions contained in the deed from The Investors Mort-
gage Company, Trustee, to James J. McGinty, in Land Title
Registration Document No. 26615.

   Being the premises described in Torrens Certificate No. 11045
of Land Title Registers of Cuyahoga County, Ohio.





                                     A-47






<PAGE>   104
                                                                           (CEI)





                                WARNER SUBSTATION

   PARCEL NO. 94. All of the right, title and interest of the Com-
pany in and to the following described premises.

   Situated in the Village of Garfield Heights, County of Cuya-
hoga and State of Ohio, and known as being part of original
Independence Township Lot No. 22, Tract No. 1, east of the
River, and bounded and described as follows:

   Beginning at the point of intersection of the center line of
Canal Road, with the center line of Granger Road, said beginning
point being 78.25 feet southeasterly from an iron pin located
at the intersection of the center line of Canal Road with the
center line of Warner Road, as measured along the center line
of Canal Road; thence running southeasterly, along the center
line of Canal Road, 451.56 feet to an angle; thence deflecting to
the right 23 degrees 5' 45", and continuing in a southeasterly direction
along the center line of Canal Road, 42.87 feet to a point; thence
running in a northeasterly direction at an angle of 90 degrees with the
center line of Canal Road, 114.33 feet to a point; thence deflect-
ing to the left 43 degrees 41' 45", and running in a northerly direction
105.78 feet to a point in the center line of Granger Road, said
point being located 532.48 feet easterly from the center line of
Canal Road, and the point of beginning, as measured along the
center line of Granger Road, the last described course being at an
angle of 90 degrees to the center line of Granger Road; thence running
westerly, along the center line of Granger Road, 532.48 feet to
the place of beginning; be the same more or less, but subject to all
legal highways and subject to the interest, if any, of David Fos-
dick, his heirs and assigns, if any, in and to said premises.

   Being the premises conveyed to the Company by Frank M.
Cobb, by quitclaim deed dated July 31, 1926, recorded in Volume
3386, Page 356, of the Cuyahoga County Records.

                             WASHINGTON SUBSTATION

   PARCEL NO. 95. situated in the Village of Chagrin Falls,
County of Cuyahoga and State of Ohio, and known as being part
of Sublots Nos. 19 and 20 in Gardner and Hallock's Subdivision
of part of Original Lot No. 17, in the Champion Tract, as shown
by the recorded plat in Volume 2 of Maps, Pages 37 and 38, of
Cuyahoga County Records, and also part of Sophia Street (now
vacated), and together forming a parcel of land bounded and
described as follows:




                                     A-48






<PAGE>   105
                                                                           (CEI)





   Beginning at the northwesterly corner of Sublot No. 28 in
said Gardner and Hallock's Subdivision; thence northerly, along
the prolongation of the westerly line of said Sublot No. 28, 60
feet; thence easterly, on a line parallel to the northern lines of
Sublots Nos. 27 and 28 in said Gardner and Hallock's Subdi-
vision, 100 feet; thence southerly, on a line parallel to the first
described line, 60 feet to the northerly line of said Sublot No.
27; thence westerly, along the northerly lines of said Sublots
Nos. 27 and 28, 100 feet to the place of beginning; be the same
more or less, but subject to telephone line right-of-way granted
to The Cleveland Telephone Company, by deed dated October 20,
1905, recorded in Volume 987, Page 453, of Cuyahoga County
Records, and to all legal highways.

   Being the premises conveyed to the Company by The Chagrin
Valley Electric Company, by deed dated July 7, 1927, recorded in
Vol. 3463, Page 563, of Cuyahoga County Records.

                              BABBITT SUBSTATION

   PARCEL NO. 96. Situated in the Village of Euclid, County of
Cuyahoga and State of Ohio, and known as being part of original
Euclid Township Lot No. 2, Tract No. 19, and bounded and
described as follows:

   Beginning in the center line of St. Clair Avenue (60 feet in
width), at its point of intersection with the center line of Babbitt
Road (60 feet in width), as established by Common Pleas Court
in Registration Cause No. 238, and more fully shown on original
Certificate No. 9110; thence South 51 degrees 44' 53" West, along said
center line of St. Clair Avenue, a distance of 285.37 feet to an
iron rod monument and to the principal place of beginning of
the premises herein described; thence South 34 degrees 47' 55" East,
along the northerly prolongation of the westerly line of a par-
cel of land deeded to Josephine Stevens, November 22, 1897,
recorded in Volume 673, Page 417, of Cuyahoga County Rec-
ords, and continuing South 34 degrees 47' 55" East, along the west-
erly line of said Josephine Stevens land and passing through a
stone monument at the northwesterly and southwesterly cor-
ner of said Josephine Stevens land, as shown on original Certifi-
cate of Title No. 9110, and continuing South 34 degrees 47' 55" East,
a distance of 370.63 feet from the principal place of beginning
to an iron rod monument and to its intersection with the north-
erly line of the right-of-way of The New York Central Railway
(100 feet in width), (formerly The Lakeshore and Michigan
Southern Railway); thence South 55 degrees 43' 48" West, along the




                                      A-49






<PAGE>   106
                                                                           (CEI)





said northerly line of the right-of-way of The New York Cen-
tral Railway (100 feet in width), a distance of 150.01 feet to
an iron rod monument; thence North 34 degrees 47' 55" West, and
parallel with the first described line, a distance of 360.20 feet
to an iron rod monument and to the center line of St. Clair
Avenue; thence North 51 degrees 44' 53" East, along the center line of
St. Clair Avenue, a distance of 150.27 feet to the place of begin-
ning; and containing 1.2583 acres of land, as per survey made
by L. M. Bobeau; be the same more or less, but subject to all
legal highways:

   Subject, however, to an easement reserved to The Midland
Bank, its successors and assigns, & Alice M. Grothe, her heirs
and assigns, in a warranty deed for the above described premises
from Alice M. Grothe to James J. McGinty dated May 7th, 1927,
recorded in Volume 3498, Page 404, of Cuyahoga County Records;
said easement being described in said deed in the following
words and figures, to wit:

   Reserving, however, for The Midland Bank, its successors and
assigns, and for the grantor, her heirs and assigns, an easement
for ingress, egress and switching purposes for the benefit of the
premises now belonging to The Midland Bank lying west of
Babbitt Road, and adjacent to the premises hereby conveyed, as
reserved in deed from The Midland Bank to grantor, on, over and
across a strip of the within conveyed land 30 feet in width and
approximately 150.01 feet in length lying immediately north of
the present northerly right-of-way line of The New York Central
Railroad, provided, however, that the grantee, his heirs and
assigns, shall have the right at his or their expense to construct
and maintain switch tracks and railroad sidings on said 30 foot
strip, and shall have the right to connect a spur track connec-
tion to any railroad switch constructed on said 30 foot strip by
the grantor, her heirs and assigns, or at their instance without
expense to the grantee, his heirs and assigns, other than the cost
of constructing such spur connection.

   Being the premises conveyed to the Company by James J.
McGinty, by deed dated August 5, 1927, recorded in Volume 3572,
Pages 165-6, of Cuyahoga County Records.

                 GATES MILLS SUBSTATION

   PARCEL NO. 97. Situated in the Village of Gates Mills, County
of Cuyahoga and State of Ohio, known as being part of original
Mayfield Township Lot No. 1, Tract No. 3, and being part of a





                                     A-50






<PAGE>   107
                                                                           (CEI)





9.37 acre parcel of land conveyed by Eliza Collins, et al. to The
C. & E. R. R. Company, by deed dated April 22, 1899, recorded
in Volume 715, Page 337, of Cuyahoga County Records, and
being further described as follows:

   Beginning in the center line of Chagrin River Road at the
northeast corner of said parcel so conveyed which beginning point
is northerly along said center line, 761.65 feet from an iron pin
marking an angle point just north of the old C. & E. track; thence
from said place of beginning westerly, along said northerly line
of land so conveyed which is the southerly line of C. H. Harris &
R. & A. Basesta lands, 230 feet to the principal place of beginning
of the within described land; thence from said principal place of
beginning westerly, along said northerly line of land so conveyed,
200 feet; thence southerly, at right angles to the last described
line, 120 feet; thence easterly, parallel to said northerly line, 200
feet; thence northerly, 120 feet to the principal place of begin-
ning; subject to right-of-way reserved in deed dated April 22, 1899,
recorded in Volume 715, Page 337, of Cuyahoga County Records.

   Being the premises conveyed to the Company by John P. Witt,
by deed dated September 27, 1927, recorded in Volume 3576,
Pages 81-82, of Cuyahoga County Records.


                       PLEASANT VALLEY SWITCHING STATION

   PARCEL NO. 98. Situated in the Village of Independence,
County of Cuyahoga and State of Ohio, and known as being a
part of original Independence Township Lot No. 15, in Tract
No. 3, west of the Cuyahoga River, and bounded and described
as follows:

   Beginning at a point in the southeast corner of said Lot No.
15; thence westerly, along the southerly line of said Lot No. 15,
a distance of 290 feet to a point; thence northerly, and parallel
to the east line of said Lot No. 15, a distance of 290 feet to a
point; thence easterly, and parallel to the south line of said Lot
No. 15, a distance of 290 feet to the east line of Lot No. 15; thence
southerly, along the east line of said Lot No. 15, a distance of
290 feet to the place of beginning; containing about 1.93 acres
more or less, and being subject to all legal highways and subject
to an oil and gas lease recorded in Volume 51, Page 491, of Cuya-
hoga County records.





                                     A-51






<PAGE>   108
                                                                           (CEI)





   Being the premised conveyed to the Company by Burton Han-
son, by deed dated May 15, 1923, recorded in Volume 2779, Page
360, of Cuyahoga County Records.

   PARCEL NO. 99. Situated in the Village of Independence,
County of Cuyahoga and State of Ohio, and known as being a
part of original Independence Township Lot No. 15, in Tract No.
3, west of the Cuyahoga River, and bounded and described as
follows:

   Beginning at a point in the easterly line of said original
Lot No. 15, at the northeasterly corner of land conveyed by
Burton Hanson, unmarried, to The Cleveland Electric Illu-
minating Company, by warranty deed dated May 15, 1923, re-
corded in Volume 2779, Page 360, of Cuyahoga County Records;
thence northerly, along the easterly line of said original Lot No.
15, a distance of 60 feet to a point; thence westerly, on a line
parallel with the southerly line of said original Lot No. 15, a dis-
tance of 515 feet to a point; thence southerly, on a line parallel
with the easterly line of said original Lot No. 15, a distance of
350 feet to the southerly line of said original Lot No. 15; thence
easterly, along the southerly line of said original Lot No. 15, a
distance of 225 feet to the southwesterly corner of land so con-
veyed to The Cleveland Electric Illuminating Company as afore-
said; thence northerly, along the westerly line of land so con-
veyed to The Cleveland Electric Illuminating Company as afore-
said, a distance of 290 feet to the northwesterly corner thereof;
thence easterly, along the northerly line of land so conveyed to
The Cleveland Electric Illuminating Company as aforesaid, a
distance of 290 feet to the place of beginning; containing 2.2068
acres of land, according to the survey made by The Garrett Engi-
neering and Construction Company, during January 1933, be the
same more or less, but subject to all legal highways and subject
to an oil and gas lease recorded in Volume 51, Page 491, of Cuya-
hoga County records.

   Being the premises conveyed to the Company by Burton and
Rose Hanson, by deed dated February 21, 1933, recorded in Vol-
ume 4292, Page 300, of Cuyahoga County Records.


                FOWLES SWITCHING STATION

   PARCEL NO. 100.  Situated in the Village of Middleburgh
Heights, County of Cuyahoga and State of Ohio, and known as





                                     A-52





<PAGE>   109
                                                                           (CEI)





being a part of original Middleburgh Township Section No. 15,
and bounded and described as follows:

   Beginning at a point in the east line of land devised to War-
ren D. Gardner, by will, as appears in Volume P of Wills, Page
326, of Cuyahoga County Records, said point of beginning being
located 771.75 feet northerly from the south line of said land, as
measured along said east line; thence running northerly, along
said east line as conveyed to Warren D. Gardner, 802.65 feet to
the southeasterly right-of-way line of The Baltimore & Ohio Rail-
way Company (C. L. & W. R. R.); thence running southwesterly,
along the southeasterly right-of-way line of the said The Balti-
more & Ohio Railway Company, 1054.89 feet to a point; thence
running easterly, parallel to and distant southerly 70 feet by
rectangular measurement from the center line of The Cleveland
Electric Illuminating Company transmission line, as shown by
easement dated October 24, 1924, recorded in Volume 3204,
Page 344, of Cuyahoga County Records, 698 feet to the place of
beginning; containing 6.57 acres, more or less, but subject to all
legal highways, and subject to the covenants set forth in deed
to the Company as follows:

   It is agreed between the Grantors and the Grantee that at
such times as the County of Cuyahoga shall extend Main Street
across said land of the Grantors to the southeasterly corner there-
of, the Grantors will dedicate for a public road a 30 foot strip
of land along the east side of said land of the Grantors from the
south line of Middleburgh Township northerly to the south line
of the land herein conveyed to the Grantee and the Grantee will
also dedicate for said public road a 30 foot strip of land along
the east side of said land herein conveyed from its southerly line
to the southeasterly right-of-way line of The Baltimore & Ohio
Railway Company.

   Subject also to gas pipe line rights-of-way and an oil and gas
lease of record.

   Being the premises conveyed to the Company by Warren D.
Gardner and Jennie M. Gardner, by deed dated February 24, 1925,
recorded in Volume 3238, Page 466, of Cuyahoga County Records.


                  MAYWOOD SUBSTATION

   PARCEL NO. 101.  Situated in the Village of South Euclid,
County of Cuyahoga and State of Ohio, and known as being part
of original Euclid Township Lot No. 71, and bounded and
described as follows:



                                     A-53






<PAGE>   110
                                                                           (CEI)





   Beginning on the southerly line of Mayfield Road (80 feet
wide) at its point of intersection with the easterly line of land
conveyed to Samuel Spencer and Mary E. Spencer, by deed dated
April 3, 1883, recorded in Volume 348, Page 417, of Cuyahoga
County Records; thence westerly, along said southerly line of
Mayfield Road, 130 feet to the westerly line of land conveyed
to The Goff Kirby Coal Company, by deed dated May 9, 1911,
recorded in Volume 1339, Page 390, of Cuyahoga County Rec-
ords; thence southerly, along the westerly line of land so con-
veyed to The Goff Kirby Coal Company, about 340 feet to the
southwesterly corner thereof; thence easterly, along the south-
erly line of land so conveyed to The Goff Kirby Coal Company
to the easterly line of land so conveyed to Samuel Spencer and
Mary E. Spencer; thence northerly, to the place of beginning; be
the same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by The Goff
Kirby Coal Company, by deed dated April 12, 1927, recorded in
Volume 3462, Page 490, of Cuyahoga County Records.

                 SOUTH MILES SUBSTATION

   PARCEL NO. 102.  Situated in the Village of Solon, County
of Cuyahoga, and State of Ohio, and known as being all of Block
No. 11 in Solon Allotment Company's Subdivision No. 1 of part
of Original Solon Township Lots Nos. 6 and 15 in Tract No. 2,
as shown by the recorded Plat in Volume 114 of Maps, Page 28
of Cuyahoga County Records, and bounded and described as
follows:

   Beginning at an iron pipe set in the Northerly line of Solon
Road, (60 feet wide) at the Southeasterly corner of said Block
No. 11, said iron pipe being also at the Southwesterly corner of
the Cemetery Lot;

   Thence South 72 degrees 18' 30" West along the Northerly line of
said Solon Road, a distance of 201.34 feet to an iron pipe set at
its intersection with the Easterly line of the Right-of-Way of
The Wheeling and Lake Erie Railway Company, (50 feet in
width);

   Thence North 00 degrees 25' 30" East along the Easterly Right-of-
Way line of The Wheeling and Lake Erie Railway Company, a
distance of 2.53 feet to an iron pipe set at a point of curve in
said Right-of-Way;

   Thence deflecting to the right along the Easterly curved line
of said Right-of-Way a distance of 353.60 feet to an iron pipe



                                     A-54





<PAGE>   111
                                                                           (CEI)





set in the Westerly line of said Cemetery Lot, said curved line
having a radius of 691.78 feet and a chord which bears North
15 degrees 02' 54" East, a distance of 349.76 feet to said iron pipe on the
Westerly line of said Cemetery Lot;

   Thence South 19 degrees 53' 30" East along said Westerly line of
said Cemetery Lot, a distance of 296.81 feet to the place of begin-
ning, and containing 0.8087 acre of land, according to the Survey
of George M. Garrett, Registered Surveyor, December 18, 1935,
be the same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by Solon Allot-
ment Company, by Deed dated January 28, 1936, recorded in
Volume 4587, Page 184 of Cuyahoga County Records.

                              ROYALTON SUBSTATION

   PARCEL NO. 103. Situated in the Village of North Royalton,
County of Cuyahoga and State of Ohio, and known as being a
part of Original Royalton Township Lot No. 9, and bounded and
described as follows:

   Beginning at a point at the intersection of the center line of
York Road (80 feet wide) with the center line of Wallings Road
(60 feet wide);

   Thence South 86 degrees 34' 00" East, along the center line of Wall-
ings Road, 304.00 feet to a point;

   Thence South 03 degrees 26' 00" West at right angles with said center
line of Wallings Road, and passing through an iron pipe set in
the Southerly line of Wallings Road, 141.96 feet to an iron pipe
in the Northerly line of land conveyed to Christina B. Mayhew
by Deed dated March 22, 1932, and recorded in Volume 4227,
Page 291 of Cuyahoga County Records;

   Thence North 86 degrees 02' 54" West, along said Northerly line of
land so conveyed to Christina B. Mayhew, as aforesaid, and pass-
ing through an iron pipe in the Easterly line of York Road, 295.66
feet to said center line of York Road;

   Thence North along said center line of York Road, 139.53 feet
to the place of beginning, and containing about 0.9811 acre of
land, according to the survey of George M. Garrett, Registered
Surveyor, January 6, 1936, be the same more or less, but subject
to all legal highways.

   Being the premises conveyed to the Company by Emily E.
Blaser and Benjamin F. Blaser, by Deed dated February 8, 1936,
recorded in Volume 4590, Page 309 of Cuyahoga County Records.





                                     A-55






<PAGE>   112
                                                     (CEI)





                               DUNHAM SUBSTATION

   PARCEL NO. 104. Situated in the City of Maple Heights,
County of Cuyahoga and State of Ohio, and known as being a
part of Sublot No. 1 in the Comstock Park Allotment of part
of Original Bedford Township Lots Nos. 2 and 12, as shown by
the recorded Plat in Volume 22, Page 23 of Cuyahoga County
Records of Maps, and bounded and described as follows:

   Beginning at a point in the center line of Libby Road (sixty
(60) feet wide) at the Southwesterly corner of land conveyed by
Marion H. McNett to Stanley Pejsa, by deed dated July 18, 1904,
and recorded in Volume 941, Page 170 of Cuyahoga County Rec-
ords of Deeds, said beginning point being also at the South-
easterly corner of land conveyed by The Cleveland Realization
Company to The Wandle Company, by deed dated November 15,
1917, and recorded in Volume 1978, Page 267 of Cuyahoga
County Records of Deeds, said beginning point being also distant
four hundred twenty-six and twenty-three hundredths (426.23)
feet West, as measured along the center line of Libby Road from
a stone monument set at the intersection of the center line of
Broadway (sixty-six (66) feet wide) with said center line of
Libby Road (sixty (60) feet wide);

   Thence from said beginning point North 0 degrees 2' 50" West along
the Westerly line of land so conveyed to Stanley Pejsa, as afore-
said, three hundred twenty-nine and twenty-five hundredths
(320.25) feet to an iron pipe set in the Northwesterly line of said
Sublot No. 1 of said Comstock Park Allotment, said last de-
scribed iron pipe being distant South 67 degrees 36' 40" West, seventy
and nine hundredths (70.09) feet, as measured along the North-
westerly line of said Sublot No. 1 from its intersection with the
center line of Broadway;

   Thence South 67 degrees 36' 40" West along the Northwesterly line
of said Sublot No. 1, one hundred sixty-two and seventeen
hundredths (162.17) feet to an iron pipe set at a point distant
one hundred fifty (150) feet Westerly by rectangular measure-
ment from said Westerly line of land so conveyed to Stanley
Pejsa, as aforesaid;

   Thence South 00 degrees 02' 50" East on a line parallel with said
Westerly line of land so conveyed to Stanley Pejsa, as aforesaid,
two hundred sixty-seven and forty-eight hundredths (267.48)
feet to the center line of Libby Road;

   Thence East along the center line of Libby Road, one hundred
fifty (150) feet to the place of beginning, and containing one and





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<PAGE>   113
                                                                           (CEI)





two hundred seventy-four ten-thousandths (1.0274) acres of land,
according to the survey of George M. Garrett, Registered Sur-
veyor, December 28, 1935, be the same more or less, but subject
to all legal highways.

   Subject to a pipe line Right-of-Way granted to The East Ohio
Gas Company, by instrument dated August 5, 1913, and recorded
in Volume 1577, Page 442 of Cuyahoga County Records, to lay,
maintain, operate and remove a pipe line for the transportation
of gas on, over and through said premises, and

   Subject to the rights granted by instrument to the Trustees
of Bedford Township, dated April 23, 1900, and recorded in
Volume 746, Page 628 of Cuyahoga County Records, over the
Southerly thirty (30) feet of the above described premises for the
extension of Libby Road (sixty (60) feet wide) from Broadway
to Dunham Road.

   Being the premises conveyed to the Company by The Wandle
Company, by Deed dated March 28, 1936, recorded in Volume
4606, Page 593 of Cuyahoga County Records.

                               PAYNE SUBSTATION

   PARCEL NO. 105. Situated in the City of Cleveland, County of
Cuyahoga, and State of Ohio, and known as being a part of
Original 10 Acre Lots Nos. 78 and 79, and being all of Parcel
No. 7 and part of Parcel No. 9, which were conveyed by Mary
Baldwin to The Cleveland Trust Company, by deed dated Sep-
tember 29, 1914 and recorded in Volume 1545, Page 629 of Cuya-
hoga County Records, and being more particularly bounded and
described as follows:

   The beginning point is on the Westerly line of East 21st St.,
66 feet wide) at the Southeasterly corner of said Parcel No. 7,
said beginning point being distant South 21 deg. 36' 50" East
along said Westerly line of East 21st St., 281.33 feet from its
intersection with the Southerly line of Payne Avenue (80.00
feet wide).

   COURSE 1. Thence South 69 deg. 08' 30" West along the South-
erly line of said Parcel No. 7, 69.97 feet.

   COURSE 2. Thence West continuing along the Southerly line
of said Parcel No. 7 and along the Northerly line of a 14.15 foot
wide alley as shown on plat of Newcomb Hazzard & Fords Sub-
division, recorded in Volume 21, Page 22 of Cuyahoga County
Map Records, 174.58 feet to the Southwesterly corner of said
Parcel No. 7.



                                     A-57






<PAGE>   114
                                                                           (CEI)





   COURSE 3. Thence North 00 deg. 01' 20" West along the West-
erly line of said Parcel No. 7 and along the Westerly line of said
Parcel No. 9, 100 feet to a point.

   COURSE 4. Thence East on a line parallel with said Northerly
line of said 14.15 foot wide alley as shown on plat of Newcomb
Hazzard & Fords Sub-division, recorded in Volume 21, Page 22
of Cuyahoga County Map Records, 76.25 feet to the Southerly
line of said Parcel No. 9.

   COURSE 5. Thence North 68 deg. 23' 10" East along the South-
erly line of said Parcel No. 9, 124.58 feet to said Westerly line
of East 21st St.

   COURSE 6. Thence South 21 deg. 36' 50" East along said West-
erly line of East 21st St. 130.13 feet to the point of beginning.

   Containing 25,141 sq. ft. according to survey of The Wight-
O'Rourke Company June 1938, be the same more or less, but
subject to all legal highways.

   Being the premises conveyed to the Company by The Cleve-
land Trust Company as Executor and Trustee under the will of
Henrietta Baldwin Morris, deceased, by deed dated July 15,
1938, recorded in Volume 4868, Page 616 of Cuyahoga County
Records, and by quit claim deed from The Cleveland Trust Com-
pany as Trustee for Mary E. Baldwin, deceased, dated July 27,
1938, recorded in Volume 4868, Page 618 of Cuyahoga County
Records.

                  CHAGRIN FALLS OFFICE

   PARCEL NO. 106. Situated in the Village of Chagrin Falls,
County of Cuyahoga, and State of Ohio, and known as being part
of sublots Nos. 142 and 143 in Stocking and others' subdivision
of part of original Orange Township lots Nos. 20 and 21, in
tract No. 3 as shown by the recorded plat of said subdivision in
Volume 35 of deeds, Page 257 of Cuyahoga County Records, and
is bounded and described as follows: Beginning in the northerly
line of Pearl Street (now named West Washington St.) 112 feet
westerly from the westerly line of Franklin Street, thence north-
erly at right angles to the northerly line of Pearl Street 125 feet,
thence easterly at right angles to the westerly line of Franklin
Street to a point 84 feet westerly from the westerly line of
Franklin St.; thence southerly, parallel with the westerly line
of Franklin St. 25 feet, thence easterly at right angles to the
westerly line of Franklin St. 14 feet, thence southerly parallel
with the westerly line of Franklin St. and distant 70 feet there-




                    A-58






<PAGE>   115
                                                                           (CEI)





from 100 feet to the northerly line of Pearl Street, thence west-
erly along the northerly line of Pearl Street 42 feet to the place
of beginning, as appears by said plat, be the same more or less
but subject to all legal highways.

   PARCEL NO. 107. Situated in the Village of Chagrin Falls,
County of Cuyahoga, and State of Ohio, and known as being part
of Sub-lot No. 142 in Stocking and others' subdivision of part
of original Orange Township lots Nos. 20 and 21 in tract No. 3,
as shown by the recorded plat in Volume 35 of deeds, page 257
of Cuyahoga County Records, bounded and described as follows:
Beginning at a point on the northerly line of Pearl Street, now
named West Washington St., 58 feet west of the westerly line
of Franklin St, thence northerly to a point 2 feet west of the
southwest corner of land conveyed by Sarah Pratt to John
Armour by deed dated April 4, 1872, and recorded in Vol. 211
at page 120, of Cuyahoga County Records, thence easterly 2 feet
to the southwest corner of said land so conveyed to John Armour,
thence southerly to a point in the northerly line of Pearl Street
56 feet west of the westerly line of Franklin Street, thence
westerly along the northerly line of Pearl Street 2 feet to the
place of beginning, as appears by said plat, be the same more or
less but subject to all legal highways.

   Said Parcels Nos. 106 and 107 being the premises conveyed
to the Company by Chagrin Falls Lodge No. 487, Knights of
Pythias, and Pythian Sisters Auxiliary, affiliate of Chagrin
Falls Lodge No. 487, Knights of Pythias, by deed dated Decem-
ber 9, 1939, recorded in Volume 5041, Page 634 of Cuyahoga
County Records.

                                 AVON STATION

   PARCEL NO. 108. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, known as being a part of Section
No. 6 in the Village of Avon Lake, Township of Avon Lake, for-
merly a part of Avon Township, and bounded and described as
follows:

   Beginning at the northeasterly corner of land conveyed by
George T. Deeg to B. Mahler, Trustee, by deed dated December 8,
1896, recorded in Volume 75, Page 490, of Lorain County Rec-
ords, which point of beginning is also at the intersection of the
low water line of Lake Erie with the westerly line of land deeded
by Archibald R. Case to Moses Case, by deed dated May 7, 1842,
recorded in Volume W, Page 462, of Lorain County Records,



                                     A-59






<PAGE>   116
                                                     (CEI)





said property above referred to owned by Moses Case now be-
ing the Beach Park Allotment as recorded in Volume 6 of Plats,
Page 34, of Lorain County Records; thence southerly, along the
easterly line of land so deeded by George T. Deeg to B.
Mahler, Trustee, as aforesaid, to the center line of the Lake Road
or "Cleveland-Sandusky Road" so-called; thence westerly, along
the center line of Lake Road or "Cleveland-Sandusky Road", a
distance of about 2132.7 feet to its intersection with the westerly
line of land conveyed by Dell E. Titus to B. Mahler, Trustee, by
deed dated February 22, 1899, recorded in Volume 80, Page 296,
of Lorain County Records; thence northerly, along said west-
erly line of land so deeded by Dell E. Titus to said B. Mahler,
Trustee, as aforesaid, to the low water line of Lake Erie; thence
easterly, along and following the low water line of Lake Erie to
the place of beginning; and containing about 25.96 acres of land,
more or less, and being all of the land formerly owned by The
Lake Shore Electric Railway Company and its predecessors, The
Lorain and Cleveland Railway Company, lying north of the
center line of said Lake Road or "Cleveland-Sandusky Road"
so-called, in said Village; and being also all of the land described
in deeds from Dell E. Titus to B. Mahler, Trustee, of February
22, 1899, recorded in Volume 80, Page 296, of Lorain County Rec-
ords, also all land from John Cotton and others to B. Mahler,
Trustee, March 3, 1899, recorded in Volume 81, Page 153, of
Lorain County Records; also all land deeded by George F. Smith
and others to B. Mahler, Trustee, December 3, 1896, and recorded
in Volume 75, Page 483, of Lorain County Records; also all that
part of land lying north of the center line of the Lake Road
"Cleveland-Sandusky Road" so-called, deeded by George T. Deeg
to B. Mahler, Trustee, December 8, 1896, recorded in Volume
Page 490, of Lorain County Records, a portion of said property
also being included in the deed from W. F. Carr, Trustee, to The
Lorain and Cleveland Railway Company, dated December 27,
1897, recorded in Volume 79, Page 341, of Lorain County Rec-
ords, to which company The Lake Shore Electric Railway Com-
pany by due and proper consolidation proceedings is the succes-
sor, and a portion of said property being also included in the
deed from Baruch Mahler, Trustee, to said Railway Company,
dated February 12, 1904, recorded in Volume 91, Page 633, of
Lorain County Records, and in the deed from B. Mahler, Trustee,
to said Railway Company, dated January 26, 1923, recorded in
Volume 188, Page 284, of Lorain County Records; and including
in this conveyance all riparian and littoral rights appurtenant




                                     A-60






<PAGE>   117
                                                                           (CEI)





to said property, in, to and over the waters of Lake Erie and the
land beneath the same; be the same more or less, but subject to
all legal highways and to an easement for drainage through
said land to Lake Erie, which easement is more particularly de-
scribed in the deed recorded in Volume 26, Page 210, of Lorain
County Records and subject to the right of the Board of County
Commissioners of Lorain County, Ohio, to lay and maintain a
water main and to erect and maintain a pump house over and
upon a portion of said premises, all as set forth in an unrecorded
agreement between the Company and said Board of County Com-
missioners dated, October 8, 1926.

   PARCEL NO. 109. Situated in the Village of Avon Lake, for-
merly Avon Township, County of Lorain and State of Ohio,
known as being part of Section No. 6 of said Township, bounded
and described as follows:

   Beginning at a point in the center line of the Cleveland-San-
dusky Road, also known as the Lake Shore Road, at the north-
east corner of land deeded by Harry Sifread, unmarried, to Wil-
liam Webb, by deed recorded in Volume 91, Page 590, of
Lorain County Records; thence along the easterly line of land
so deeded to William Webb, being also the westerly line of
lands in said section now owned by Magdalena Frank, South
0 degrees 32' West, and passing through an iron pin on the southerly
margin of the above mentioned road, a distance of 335.52 feet to
an iron pin on the northerly line of a 40-foot right-of-way now
owned by The Lake Shore Electric Railway Company; thence
along the northerly line of said right of way South 71 degrees 12' West,
a distance of 70.33 feet to an iron pin; thence North 0 degrees 32' East,
parallel with the easterly line of lands herein described and
passing through an iron pin on the southerly margin of the
Cleveland-Sandusky Road, a distance of 336.60 feet to the center
line of said road; thence in the center line of said road North
72 degrees East, a distance of 70 feet to the place of beginning; con-
taining within said bounds .512 of an acre of land, as surveyed by
Warden & Laundon, Civil Engineers, November 10, 1922.

   PARCEL NO. 110. Situated in the Village of Avon Lake, for-
merly Avon Township, County of Lorain and State of Ohio,
known as being part of Section 6 of said Township, bounded and
described as follows:

   Beginning at a point in the center line of the Cleveland-San-
dusky Road, also known as the Lake Shore Road, South 72 degrees West,





                                     A-61






<PAGE>   118
                                                     (CEI)





and distant 70 feet as measured along the center line of said road
from the northeast corner of lands deeded by Harry Sifread,
unmarried, to William Webb, by deed recorded in Volume 91,
Page 590, of Lorain County Records; thence South 0 degrees 32' West,
and parallel with the easterly line of lands so deeded to Wil-
liam Webb, as above mentioned, being also parallel with the
westerly line of lands in said section, now owned by Magdalena
Frank, and passing through an iron pin on the southerly mar-
gin of the above mentioned road, a distance of 336.60 feet to an
iron pin on the northerly line of the right-of-way 40 feet in width,
now owned by The Lake Shore Electric Railway Company; thence
along the northerly line of said right-of-way South 71 degrees 12' West,
a distance of 67.08 feet to an iron pin; thence along the westerly
line of lands deeded by Vince and Marietta Shields to William
Webb, by deed recorded in Volume 88, Page 555, of Lorain
County Records, being also the easterly line of lands in said
Section 6, now owned by Henry F. Brodie, North 0 degrees 32' East,
and passing through an iron pin on the southerly margin of the
above mentioned road, a distance of 337.65 feet to the center
line of said road; thence in the center line of said road North
72 degrees East, a distance of 66.63 feet to the place of beginning;
containing within said bounds .490 of an acre of land, as surveyed
by Warden & Laundon, Civil Engineers, November 10, 1922.

   Said Parcels Nos. 108, 109 and 110 being the premises con-
veyed to the Company by The Power Construction Company,
dated November 19, 1924, recorded in Volume 206, Page 14, of
Lorain County Records.


                    LAKE SUBSTATION

   PARCEL NO. 111. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of Section
No. 6 Avon Township, and bounded and described as follows:

   Beginning in the center line of Lake Road at the westerly
line of land deeded to the Lake Shore Electric Railway Company,
recorded in Volume 188, Page 285, of Lorain County Records;
thence running southerly, along the westerly line of said land,
253.4 feet to a point; thence running easterly, parallel to and dis-
tant 50 feet northerly by rectangular measurement from the north-
erly right-of-way line of the Lake Shore Electric Railway Com-
pany, 292.31 feet to a point; thence running northeasterly, 296.4
feet to a point in the center line of Lake Road, said point being





                                     A-62






<PAGE>   119
                                                                           (CEI)





distant 412.23 feet easterly from the west line of land deeded
to the Lake Shore Electric Railway Company as aforesaid; thence
running westerly, along the center line of Lake Road, 412.23 feet
to the place of beginning; containing 1.95 acres more or less, but
subject to all legal highways.

   Being the premises conveyed to the Company by The Lake
Shore Electric Railway Company, by deed dated August 29, 1925,
recorded in Volume 215, Page 19, of Lorain County Records.

                               AVON COAL STORAGE

   PARCEL NO. 112. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 6, and bounded and described as
follows:

   Beginning on the westerly line of land conveyed to Andrew
Severs, by deed dated March 5, 1888, recorded in Volume 62,
Page 520, of Lorain County Records, at a point 195 feet southerly
measured along said westerly line from the southerly line of the
right-of-way of The Lake Shore Electric Railway Company, as
established at the date of aforesaid deed; thence northerly, along
the westerly line of land so conveyed to Andrew Severs, 195 feet
to the southerly line of said right-of-way as on said date estab-
lished; thence northeasterly along the southerly line of said right-
of-way, 195 feet; thence southwesterly, on a curve to the left with
a radius of 398 feet, to the place of beginning; and containing
.25 of an acre, be the same more or less, but subject to all legal
highways.

   PARCEL NO. 113. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 6, and bounded and described as
follows:

   Beginning on the easterly line of land conveyed to Vince
Shields, by deed dated January 1, 1879, recorded in Volume
43, Page 577, of Lorain County Records, at a point 56 feet
southerly measured along said easterly line from the southerly
line of the right-of-way of The Lake Shore Electric Railway
Company as located on July 5, 1905; thence southerly, along
said easterly line of land so conveyed to Vince Shields and
along the easterly line of land conveyed to said Vince Shields,
by deed dated February 5, 1880, recorded in Volume 47,
Page 194, of Lorain County Records, to the southeasterly





                                     A-63






<PAGE>   120
                                                                           (CEI)





corner of last mentioned parcel; thence westerly, along the
southerly line of land so conveyed to Vince Shields as last afore-
said, about 25 feet to the easterly line of the fourth parcel of
land conveyed to The New York, Chicago & St. Louis Railroad
Company, by deed dated October 6, 1927, recorded in Volume
229, Page 338, of Lorain County Records; thence northerly,
along the easterly line of said fourth parcel to the southeast-
erly line of land conveyed to The Avon Railroad Company, by
deed dated February 25, 1927, recorded in Volume 225, Page
524, of Lorain County Records; thence northeasterly, along said
southeasterly line to the place of beginning; and containing about
1.30 acres, be the same more or less, but subject to all legal high-
ways.

   PARCEL NO. 114. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 6, and bounded and described as fol-
lows:

   Beginning at the southeasterly corner of land conveyed to
Catharine Pitts, by deed dated April 5, 1877, recorded in Volume
41, Page 566, of Lorain County Records; thence northerly, along
the easterly line of said land to the northeasterly corner thereof;
thence westerly, on the northerly line of said land, about 24 feet
to the easterly line of the fourth parcel of land conveyed to The
New York, Chicago and St. Louis Railroad Company, by deed
dated October 6, 1927, recorded in Volume 229, Page 338, of
Lorain County Records; thence southerly, along the easterly line
of said fourth parcel to the southerly line of land so conveyed to
Catharine Pitts as aforesaid; thence easterly, along said south-
erly line, about 25 feet to the place of beginning; and containing
about .39 of an acre, be the same more or less, but subject to all
legal highways.

   PARCEL NO. 115.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being part of
original Avon Township Section No. 5, and bounded and de-
scribed as follows:

   Beginning on the center line of Walker Road so called, and
the northerly line of said original Section No. 5, at a point 10.7
feet westerly measured along said center line of Walker Road
from the Southeasterly corner of land conveyed to Catharine
Pitts, by deed dated April 11, 1884, recorded in Volume 55, Page





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<PAGE>   121
                                                                           (CEI)





188, of Lorain County Records; thence westerly, along said center
line of Walker Road to the easterly line of the fourth parcel of
land conveyed to The New York, Chicago and St. Louis Railroad
Company, by deed dated October 6, 1927, recorded in Volume
29, Page 338, of Lorain County Records; thence southerly, along
the easterly line of said fourth parcel and along the easterly line
of land conveyed to Joseph Maro and Mary Maro, by deed dated
May 27, 1922, recorded in Volume 183, Page 252, of Lorain
County Records, and along the easterly line of the third parcel
of land conveyed to The New York, Chicago and St. Louis Rail-
road Company, by deed as aforesaid, and along the westerly line
of land conveyed to John Urig, by deed dated April 11, 1884, re-
corded in Volume 55, Page 188, of Lorain County Records, to the
southwesterly corner of said last mentioned land; thence east-
erly, along the southerly line of land so conveyed to John Urig,
60 feet; thence northerly, on a line parallel to and 60 feet east-
erly from said westerly line, 607.3 feet; thence tangent on a
curve to the right with a radius of 1408.7 feet, 434 feet; thence
tangent on a straight line, 510 feet; thence tangent on a curve
to the left with a radius of 1468.7 feet, to the place of beginning;
and containing about 2.73 acres, be the same more or less, but
subject to all legal highways.

   PARCEL NO. 116.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being part of
original Avon Township Section No. 5, and bounded and de-
scribed as follows:

   Beginning at the northwesterly corner of land conveyed to
Anton Klingshirn, by deed dated July 15, 1905, recorded in Vol-
ume 97, Page 216, of Lorain County Records, said point also
being at the southwesterly corner of land conveyed to John Urig,
by deed dated April 11, 1884, recorded in Volume 55, Page 188,
of Lorain County Records; thence southerly, along the westerly
line of land so conveyed to Anton Klingshirn as aforesaid, about
416 feet to the southerly line thereof; thence easterly, along said
southerly line, 60 feet; thence northerly, in a line parallel to said
westerly line and 60 feet easterly therefrom, about 416 feet to the
southerly line of land conveyed to John Urig as aforesaid; thence
westerly, along said southerly line, 60 feet to the place of begin-
ning; and containing about .58 of an acre, be the same more or
less, but subject to all legal highways.

   PARCEL NO. 117. Situated In the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original





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                                                                           (CEI)





Avon Township Section No. 5, and bounded and described as
follows:

   Beginning at the northwesterly corner of land conveyed to
Frank Dekent, by deed dated March 2, 1872, recorded in Volume
34, Page 487, of Lorain County Records, said point also being at
the southwesterly corner of land conveyed to Anton Klingshirn,
by deed dated February 14, 1900, recorded in Volume 83, Page
239, of Lorain County Records; thence southerly, along the west-
erly line of land so conveyed to Frank Dekent as aforesaid, about
415 feet to the southwesterly corner of said land so conveyed to
Frank Dekent; thence easterly, along the southerly line of land
so conveyed to Frank Dekent, 60 feet; thence northerly, on a line
parallel to and 60 feet east of said westerly line, about 415 feet
to the southerly line of land conveyed to Anton Klingshirn as
aforesaid; thence westerly, along said southerly line 60 feet to
the place of beginning; and containing about .58 of an acre, be
the same more or less, but subject to all legal highways.

   PARCEL NO. 118. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   Beginning at the northwesterly corner of land conveyed to
Mathias Schafer and Catherine Schafer, wife, by deed dated
October 1, 1888, recorded in Volume 62, Page 574, of Lorain
County Records; thence southerly along the westerly line of said
land, about 416 feet to the southwesterly corner thereof; thence
easterly, along the southerly line of said land so conveyed to
Mathias Schafer and Catherine Schafer, 60 feet; thence north-
erly, on a line parallel to and 60 feet east of said westerly line,
about 416 feet to the northerly line of said land; thence westerly,
along said northerly line, 60 feet to the place of beginning; and
containing .58 of an acre, be the same more or less, but subject
to all legal highways.

   PARCEL NO. 119. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   All that part of land conveyed to WillIam Dechant, by deed
dated July 29, 1905, recorded in Volume 97, Page 393, of Lorain





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<PAGE>   123
                                                                           (CEI)





County Records, lying within 30 feet of a line described as
follows:

   Beginning at a point on the northerly line of land so conveyed
to William Dechant at a point 30 feet easterly measured along
said northerly line from the northwesterly corner thereof; thence
southwesterly, on a curve to the right with a radius of 1432.7 feet,
846 feet to a point; thence on a straight line tangent to said
curve, 250 feet to a point on the southerly line of land so con-
veyed to William Dechant as aforesaid 171 feet easterly measured
along said southerly line from the northwesterly corner of land
conveyed to Frank X. Dechant, by deed dated March 8, 1902,
recorded in Volume 87, Page 375, of Lorain County Records; and
containing about 1.15 acres, be the same more or less, but subject
to all legal highways.

   PARCEL NO. 120. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   Beginning at the northeasterly corner of land conveyed to
John Smith, by deed dated April 27, 1853, recorded in Volume 3,
Page 293, of Lorain County Records; thence southerly, along
the easterly line of land so conveyed to John Smith to the south-
easterly corner thereof; thence westerly along the southerly line
of land so conveyed to John Smith, 111 feet; thence northeasterly,
on a curve to the left with a radius of 1402.7 feet to the place of
beginning; and containing about .46 of an acre, be the same more
or less, but subject to all legal highways.

   PARCEL NO. 121. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   Beginning on the northerly line of land conveyed to Frank X.
Dechant, by deed dated March 8, 1902, recorded in Volume 87,
Page 375, of Lorain County Records, at a point 207 feet easterly
measured along said northerly line from the northwesterly corner
of said land so conveyed to Frank X. Dechant; thence westerly,
along said northerly line to the most easterly corner of the second
parcel of land conveyed to The New York, Chicago & St Louis
Railroad Company, by deed dated October 6, 1927, recorded in
Volume 229, Page 338, of Lorain County Records; thence south-





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<PAGE>   124
                                                     (CEI)





westerly, along the southeasterly line of said second parcel, about
235.6 feet to the westerly line of land conveyed to Frank X.
Dechant as aforesaid; thence southerly, along said westerly line
to a point 298.5 feet southerly measured along said westerly
line from the northwesterly corner of land so conveyed to Frank
X. Dechant as aforesaid; thence northeasterly, to the place of
beginning; and containing about .404 of an acre, be the same
more or less, but subject to all legal highways.

   PARCEL NO. 122. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   Beginning on the southerly line of land conveyed to John
Schmitz, Jr. and Emma Schmitz, by deed dated January 6, 1906,
recorded in Volume 99, Page 319, of Lorain County Records, at
a point about 387.53 feet easterly measured along said southerly
line from its point of intersection with the center line of Miller
Road, so-called; thence easterly along the said southerly line,
about 272.46 feet to the southeasterly corner of land so conveyed
to John Schmitz, Jr., and Emma Schmitz; thence northerly, along
the easterly line of land so conveyed to John Schmitz, Jr. and
Emma Schmitz, about 393.30 feet to a point 36 feet northwesterly
measured at right angles from the center line of the track of The
Avon Railroad Company; thence southwesterly, on a line parallel
to and 36 feet distant at right angles to the center line of said
track, about 475.78 feet to the place of beginning; and containing
about 1.23 acres, be the same more or less, but subject to all
legal highways.

   PARCEL NO. 123. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   All that portion of land conveyed to Frank X. Dechant, by
deed dated March 8, 1902, recorded in Volume 87, Page 375 of
Lorain County Records, lying within 30 feet of a line described
as follows:

   Beginning on the northerly line of a westerly projection of
land so conveyed to Frank X. Dechant at a point 235 feet west-
erly measured along said northerly line from the southeasterly
corner of land conveyed to John Schmidt, by deed dated March 5,





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<PAGE>   125
                                                                           (CEI)





1886, recorded in Volume 24, Page 587, of Lorain County Records;
thence southwesterly, 272 feet; thence on a curve to the left tan-
gent to line last described with a radius of 1432.7 feet, 248.8 feet
to the southeasterly line of land so conveyed to Frank X. Dechant
as aforesaid, said parcel containing about .71 of an acre, be the
same more or less, but subject to all legal highways.

   PARCEL NO. 124. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of orig-
inal Avon Township Section No. 5, and bounded and described
as follows:

   Beginning on the northerly line of the right-of-way of The
New York, Chicago & St. Louis Railroad Company as described
in warranty deed dated May 27, 1881, recorded in Volume 49,
Page 160, of Lorain County Records, at the southeasterly corner
of the first parcel of land conveyed to The New York, Chicago
and St. Louis Railroad Company, by deed dated October 6, 1927,
recorded in Volume 229, Page 338, of Lorain County Records;
thence northerly, along the easterly line of land so conveyed to
The New York, Chicago and St. Louis Railroad Company as
last aforesaid, about 317 feet to the northerly line of land con-
veyed to Charley A. Smith, by deed dated July 2, 1903, recorded
in Volume 90, Page 610, of Lorain County Records; thence east-
erly, along the northerly line of land so conveyed to Charley A.
Smith to a point 188 feet easterly measured along said northerly
line from the center line of Miller Road, so called; thence south-
erly, on a line parallel to said center line of Miller Road to said
northerly line of the right-of-way of The New York, Chicago and
St. Louis Railroad Company; thence westerly, along the north-
erly line of said right-of-way, about 176.49 feet to the place of
beginning; and containing about .75 of an acre, be the same more
or less, but subject to all legal highways.

   PARCEL NO. 125. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 6, and bounded and described as fol-
lows:

   Beginning on the southerly line of the right-of-way of The
Lake Shore Electric Railway Company (40 feet wide) at the
Northeasterly corner of the second parcel of land conveyed to
The Citizens Savings and Trust Company, by deed dated June 11,
1918, recorded in Volume 149, Page 245, of Lorain County
Records, said beginning point also being at the northwesterly





                                     A-69






<PAGE>   126
                                                                           (CEI)





corner of a parcel of land conveyed to The Avon Beach and
Southern Railway Company, by deed dated July 16, 1905, and
recorded in Volume 97, Page 197, of Lorain County Records;
thence southerly, along the westerly line of land so conveyed to
The Avon Beach and Southern Railway Company, 56 feet to a
point of curve on the westerly line of the right-of-way of said
The Avon Beach and Southern Railway Company; thence deflect-
ing to the left on a curved line having a radius of 446.28 feet, to
the easterly line of the fourth parcel of land conveyed to The
New York, Chicago and St. Louis Railroad Company, by deed
dated October 6, 1927, recorded in Volume 229, Page 338, of
Lorain County Records; thence northerly, along said easterly
line to the southerly line of the right-of-way of The Lake Shore
Electric Railway Company (40 feet wide); thence easterly, along
said southerly line, about 26.5 feet to the place of beginning; and
containing about .11 of an acre, be the same more or less but
subject to all legal highways.

   Said Parcels Nos. 112 to 125, inclusive, being the premises
conveyed to the Company by The Avon Railroad Company, by
deed dated December 30, 1927, recorded in Volume 236, Page 55,
of Lorain County Records.

   PARCEL NO. 126. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 6, and bounded and described as fol-
lows:

   Beginning at a point on the southerly line of the Lake Shore
Electric Railway right-of-way at the northwesterly corner of
land conveyed to The Avon Railroad Company, by deed dated
February 25, 1927, recorded in Volume 225, Page 524,  of
Lorain County Records; thence westerly, along the southerly
line of the Lake Shore Electric Railway right-of-way, 79.51 feet;
thence southerly, on a line parallel with and distant 75 feet
westerly, measured at right angles, from the most easterly line
of land conveyed to The Lorain County Savings and Trust Com-
pany, by deed dated March 13, 1925, recorded in Volume 208,
Page 114, and the easterly line of land conveyed to Edward J.
Brickel, by deed dated March 13, 1925, recorded in Volume
208, Page 115, of Lorain County Records, said easterly lines
being also the westerly line of Parcel No. 2 of land conveyed to
The Avon Railroad Company, by deed dated April 11, 1925,
recorded in Volume 209, Page 272, of Lorain County Rec-
ords, a distance of 2425.75 feet to the southerly line of land con-




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<PAGE>   127
                                                                           (CEI)





veyed to The Lorain County Savings and Trust Company as afore-
said; thence easterly, along said southerly line and along the
easterly prolongation thereof, 75 feet to the northeasterly corner
of land conveyed to Joseph Maro and Mary Maro, by deed dated
May 27, 1922, recorded in Volume 183, Page 252, of Lorain
County Records; thence southerly, along the easterly  line
of land so conveyed to Joseph Maro and Mary Maro, 585.35 feet
to the most southerly corner of Parcel No. 1 of land conveyed to
The Power Construction Company, by deed dated October 6,
1927, recorded in Volume 232, Page 528, of Lorain County
Records; thence northeasterly, along the southeasterly curved
line of Parcel No. 1 of land so conveyed to The Power Construc-
tion Company, said curved line having a radius of 1432.69 feet,
207.5 feet to a point of tangency; thence northerly, along the
easterly line of Parcel No. 1 of land so conveyed to The Power
Construction Company, 2836 feet to said southerly line of The
Lake Shore Electric Railway right-of-way; thence southwest-
erly along said southerly line, 15.9 feet to the place of beginning;
and containing about 5.211 acres of land, be the same more or
less, but subject to all legal highways.

   PARCEL NO. 127. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section Nos. 5 and 6, and bounded and described
as follows:

   Beginning at the southwesterly corner of land conveyed to
The New York, Chicago and St. Louis Railroad Company, by deed
dated March 24, 1926, recorded in Volume 217, Page 274, of
Lorain County Records, which point is also the southeast-
erly corner of Parcel No. 1 of land conveyed to Joseph Maro and
Mary Maro, by deed recorded in Volume 220, Page 206, of Lorain
County  Records;  thence  northeasterly,  along  the  south-
easterly line of said Parcel No. 1 of land so conveyed to Joseph
Maro and Mary Maro, on a line parallel to and 50 feet distant
westerly, measured at right angles, from the westerly right-of-
way line of The Avon Beach and Southern Railroad Company,
which right-of-way line is also the easterly line of land conveyed
to The New York, Chicago and St. Louis Railroad Company, as
aforesaid; thence continuing along said southeasterly line of
Parcel No. 1 of land conveyed to Jos. Maro and Mary Maro, as
aforesaid, and along the easterly line of Parcel No. 2 of land
conveyed by said deed to Jos. Maro and Mary Maro, on a curved
line having a radius of 1407.7 feet, a distance of about 442.25





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<PAGE>   128
                                                                           (CEI)





feet to a point, which is 50 feet westerly, measured at right angles,
from the westerly line of said Avon Beach and Southern Rail-
road right-of-way; thence northerly, about 502.36 feet to a point
in the north line of land conveyed to The New York, Chicago
and St. Louis Railroad Company, as aforesaid, distant 55.14 feet
westerly, measured along said northerly line, from the north-
easterly corner thereof; thence easterly, along said northerly
line of land so conveyed to The New York, Chicago and St. Louis
Railroad Company, about 55.14 feet to the westerly line of said
Avon Beach and Southern Railroad right-of-way, which is also
the westerly line of Parcel No. 1 of land conveyed to The Power
Construction Company, by deed dated October 6, 1927, recorded
in Volume 232, Page 528, of Lorain County Records; thence
southerly, along said right-of-way and along said westerly line
of land so conveyed to The Power Construction Company, 585.35
feet to the most southerly corner of land so conveyed to The
Power Construction Company; thence southerly, and southwest-
erly on a curved line having a radius of 1432.69 feet, a distance
of 241.34 feet to a point of tangency; the chord of said curve
of whose arc bears to the right 13 degrees 7' 27" from the prolongation
southerly of the previously described course, said point of tan-
gency being distant 25 feet, easterly, measured at right angles,
from the first course above described, and also its prolongation
northeasterly; thence southwesterly, on a line parallel with
and distant 25 feet easterly, measured at right angles, from the
first course above described to the northeasterly prolongation
thereof and tangent to the last described curve, about 617.24 feet
to a point in the southerly line of land conveyed to The New
York, Chicago and St. Louis Railroad Company as aforesaid,
distant 26.68 feet easterly, measured along said southerly line,
from the southwesterly corner of land so conveyed to The New
York, Chicago and St. Louis Railroad Company; thence westerly,
along said southerly line of land so conveyed to The New York,
Chicago and St. Louis Railroad Company, 26.68 feet to the place
of beginning; and containing about 1.29 acres of land, be the
same more or less, but subject to all legal highways.

   PARCEL NO. 128. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   Beginning at the southwesterly corner of Parcel No. 1 of
land conveyed to Joseph Maro and Mary Maro by warranty deed,





                     A-72





<PAGE>   129
                                                                           (CEI)





recorded in Volume 220, Page 206, of Lorain County Records,
which point is also the northwesterly corner of land conveyed to
John Urig, by deed dated April 11, 1884, recorded in Volume 55,
Page 188, of Lorain County Records; thence southerly, along the
westerly line of land so conveyed to John Urig, to its point of
intersection with the northwesterly line of Parcel No. 3 of land
conveyed to The New York, Chicago and St. Louis Railroad
Company, by deed dated October 6, 1927, recorded in Volume 229,
Page 338, of Lorain County Records; thence northeasterly on
the curved northwesterly line of said Parcel No. 3 of land so
conveyed to The New York, Chicago and St. Louis Railroad Com-
pany, 186.46 feet to a point of tangency; thence northeasterly,
continuing along the northwesterly line of said Parcel No. 3 of
land so conveyed to The New York, Chicago and St. Louis Rail-
road Company, 16.8 feet to the northwesterly corner of said
Parcel No. 3; thence westerly, along the southerly line of land
conveyed to The New York, Chicago and St. Louis Railroad
Company, by deed dated March 24, 1926, recorded In Volume 217,
Page 274, of Lorain County Records, and along the southerly line
of land conveyed to Joseph Maro and Mary Maro as aforesaid,
to the place of beginning; and containing about .088 of an acre
of land, be the same more or less, but subject to all legal highways.

   PARCEL NO. 129. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   Beginning at the most northerly corner of land conveyed to
Edward J. Brickel, by deed dated March 5, 1925, recorded in
Volume 208, Page 11, of Lorain County Records; thence southerly,
along the westerly line of land so conveyed to Edward J. Brickel,
on a curved line deflecting to the right, and having a radius of
1518.69 feet, a distance of 390.8 feet to a point of tangency; thence
southerly, continuing along said westerly line of land so conveyed
to Edward J. Brickel, 432.72 feet; thence easterly, at right angles
to the last described course, 25 feet; thence northerly, on a line
parallel with and distant 25 feet easterly, measured at right
angles, from said westerly line of land so conveyed to Edward J.
Brickel, 432.72 feet to a point of curve; thence northeasterly, on
a curved line deflecting to the right and having a radius of 1493.69
feet, a distance of 273.67 feet to a point in the easterly line of
land so conveyed to Edward J. Brickel; thence northerly, along
said easterly line, 114.34 feet to the place of beginning; and





                                     A-73





<PAGE>   130
                                                                           (CEI)





containing .44 of an acre of land, be the same more or less, but
subject to all legal highways.

   PARCEL NO. 130. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 5, and bounded and described as
follows:

   Beginning on the southerly line of land conveyed to Wm.
Dechant, by deed dated January 19, 1900, recorded in Volume
83, Page 323, of Lorain County Records, at the northeasterly
corner of land conveyed to John Schmitz, by deed dated March 5,
1866, recorded in Volume 24, Page 587, of Lorain County Records,
which point is also the northwesterly corner of Parcel No. 1 of
land conveyed to The Avon Beach and Southern Railroad Com-
pany, by deed dated July 19, 1905, recorded in Volume 97, Page
226, of Lorain County Records; thence southerly, along the east-
erly line of land so conveyed to John Schmitz, said line being also
the westerly line of land so conveyed to The Avon Beach and
Southern Railroad Company, as aforesaid, to the southwesterly
corner of Parcel No. 2 of land conveyed to The New York, Chicago
and St. Louis Railroad Company, by deed dated October 6, 1927,
recorded in Volume 229, Page 338, of Lorain County Records;
thence northeasterly, along the northwesterly line of land so con-
veyed to The New York, Chicago and St. Louis Railroad Com-
pany, about 130.81 feet to the northwesterly corner of land so
conveyed to The New York, Chicago and St. Louis Railroad Com-
pany, which point is also in the southerly line of land conveyed
to William Dechant as aforesaid; thence westerly, along said
southerly line of land so conveyed to William Dechant to the
place of beginning; and containing about .096 of an acre of land,
be the same more or less, but subject to all legal highways.

   PARCEL NO. 131.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being part
of original Avon Township Section No. 5, and bounded and de-
scribed as follows:

   Beginning at the southeasterly corner of land conveyed to
The Lorain County Savings and Trust Company, by deed dated
March 5, 1925, recorded in Volume 208, Page 49, of Lorain
County Records, which point is also the southwesterly corner of
land conveyed to Edward J. Brickel, by deed dated March 5,
1925, recorded in Volume 208, Page 11, of Lorain County
Records; thence westerly, along the southerly line of land so





                  A-74






<PAGE>   131
                                                                           (CEI)





conveyed to The Lorain County Savings and Trust Company,
which line is also the northerly line of land conveyed to John
Schmitz, Jr. and Emma Schmitz, by deed dated January 6, 1906,
recorded in Volume 99, Page 319, of Lorain County Records,
about 608.58 feet to the southwesterly corner of land so conveyed
to The Lorain County Savings and Trust Company, which point
is also the southeasterly corner of land conveyed to Glover M.
Miller, by deed dated May 5, 1852, recorded in Volume 1, Page
300, of Lorain County Records; thence northerly, along the west-
erly line of land conveyed to The Lorain County Savings and
Trust Company, as aforesaid, which line is also the easterly line
of land conveyed to Glover M. Miller as aforesaid, and the easterly
line of land conveyed to Catherine Schumacker, by deed dated
March 31, 1910, recorded in Volume 115, Page 572, of Lorain
County Records, a distance of 1221.79 feet; thence easterly, on a
line parallel with the southerly line of land conveyed to The
Lorain County Savings and Trust Company as aforesaid, about
610.72 feet to the westerly line of land conveyed to Edward J.
Brickel, as aforesaid; thence southerly, along said westerly line
of land so conveyed to Edward J. Brickel, about 1221.79 feet to
the place of beginning; and containing about 17.13 acres of land,
be the same more or less, but subject to all legal highways.

   Subject to the exception and reservation to Alexis Miller, his
heirs and assigns, of the right-of-way and passage of a road or
lane as set forth in deed from Alexis Miller and Caroline Miller
to David F. Miller dated December 3, 1868, recorded in Volume
29, Page 305, of Lorain County Records.

   PARCEL NO. 132.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being part
of original Avon Township Section No. 5, and bounded and de-
scribed as follows:

   Beginning on the southerly line of land conveyed to Wm.
Dechant, by deed dated January 19, 1900, and recorded in Volume
83, Page 323, of Lorain County Records, at the northeast-
erly corner of land conveyed to John Schmitz, by deed dated
March 8, 1866, recorded in Volume 24, Page 587, of Lorain
County Records, which point is also the northwesterly corner
of Parcel No. 3 of land conveyed to The Power Construction
Company, by deed dated October 6, 1927 and recorded in Volume
232, Page 528, of Lorain County Records; thence westerly,
along said southerly line of land conveyed to Wm. Dechant as
aforesaid, which is also the northerly line of land conveyed to




                                     A-75






<PAGE>   132
                                                                           (CEI)





John Schmitz, as aforesaid, 129.65 feet to a point distant 522.46
feet easterly, measured at right angles, from the center line of
Miller Road; thence southerly, on a line parallel with and 522.46
feet easterly, measured at right angles, from said center line of
Miller Road, 303.64 feet to the northwesterly line of land con-
veyed to The New York, Chicago and St. Louis Railroad Com-
pany, by deed recorded in Volume 233, Page 625, of Lorain
County Records; thence northeasterly along said northwesterly
line of land so conveyed to Edward J. Brickel 233.44 feet to the
most southerly corner of land conveyed to The Power Construc-
tion Company, as aforesaid; thence northerly, along the westerly
line of land so conveyed to The Power Construction Company,
about 109.07 feet to the place of beginning; and containing about
.62 of an acre of land, be the same more or less, but subject to all
legal highways.

   PARCEL NO. 133.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being part
of original Avon Township Section No. 5, and bounded and
described as follows:

   Beginning at the southeasterly corner of land conveyed to
The Lorain County Savings and Trust Company, by deed dated
March 5, 1925, recorded in Volume 208, Page 49, which point is
also the southwesterly corner of land conveyed to Edward J.
Brickel by deed dated March 5, 1925, recorded in Volume 208,
Page 11, of Lorain County Records, and also the northwesterly
corner of Parcel No. 2 of land conveyed to Edward J. Brickel,
by deed dated March 26, 1925, and recorded in Volume 208, Page
167, of Lorain County Records; thence westerly along the south-
erly line of land conveyed to The Lorain County Savings and
Trust Company as aforesaid, 608.58 feet to a point distant 522.46
feet easterly, measured at right angles, from the center line of
Miller Road; thence southerly, on a line parallel with said center
line of Miller Road, and distant 522.46 feet easterly therefrom,
measured at right angles, 934.80 feet to the northwesterly corner
of Parcel No. 1 of land conveyed to The Lorain County Savings
and Trust Company, by deed dated March 13, 1925, recorded in
Volume 208, Page 60, of Lorain County Records; thence easterly
along the northerly line of land conveyed to The Lorain County
Savings and Trust Company as last aforesaid, 493.23 feet to the
southwesterly corner of land conveyed to Edward J. Brickel as
last aforesaid; thence northerly along the westerly line of land
so conveyed to Edward J. Brickel, about 952.03 feet to the place





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<PAGE>   133
                                                                           (CEI)





of beginning; and containing about 12.61 acres of land, be the
same more or less, but subject to all legal highways.

   PARCEL NO. 134.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known and being
part of original Avon Township Section No. 5, and bounded and
described as follows:

   Beginning at the southwesterly corner of Parcel No. 2 of
land conveyed to Edward J. Brickel by deed dated March 26,
1925, recorded in Volume 208, Page 167, of Lorain County Rec-
ords, which point is also the southeasterly corner of Parcel No. 2
of land conveyed to The Lorain County Savings and Trust Com-
pany by deed dated March 26, 1925, and recorded in Volume
206, Page 331, of Lorain County Records and also the north-
westerly corner of land conveyed to Edward J. Brickel, by deed
dated March 13, 1925, and recorded in Volume 208, Page 59, of
Lorain County Records; thence westerly along the southerly line
of land conveyed to The Lorain County Savings and Trust Com-
pany, 493.23 feet to the southwesterly corner thereof, which is
also the northeasterly corner of land conveyed to John Schmitz
and Emma Schmitz, by deed dated March 26, 1925 and recorded
in Volume 208, Page 169, of Lorain County Records; thence
southerly, along the easterly line of land so conveyed to John
Schmitz, and Emma Schmitz 459.09 feet to the southeasterly
corner thereof which is also the northwesterly corner of land
conveyed to The Lorain County Savings and Trust Company,
by deed dated March 26, 1925, recorded in Volume 206, Page 331,
of Lorain County Records; thence easterly along the northerly
line of land conveyed to The Lorain County Savings and Trust
Company as last aforesaid, and along the northerly line of Parcel
No. 3 of land conveyed to The Power Construction Company,
by deed dated October 6, 1927 and recorded in Volume 232, Page
528, of Lorain County Records, 204.61 feet to the southwesterly
corner of land conveyed to Edward J. Brickel by deed recorded
in Volume 208, Page 59 as last aforesaid; thence northeasterly,
along the northwesterly line of land so conveyed to Edward J.
Brickel as last aforesaid, 546.29 feet to the place of beginning
and containing about 3.78 acres of land, be the same more or
less, but subject to all legal highways.

   Said Parcels Nos. 126 to 134, inclusive, being subject to
such rights-of-way, if any, as may exist under reservations
contained in deeds dated December 3, 1868 and March 5, 1925,
recorded in Volume 29, Page 305, and Volume 208, page 49.




                                     A-77






<PAGE>   134
                                                                           (CEI)





respectively, of Lorain County Records, and being the premises
conveyed to the Company by The Power Construction Company
by deed dated May 7, 1928, recorded in Volume 236, Page 334, of
Lorain County Records.

   PARCEL NO. 135. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 6, and bounded and described as
follows:

   Beginning on the southerly line of the right-of-way of The
Lake Shore Railway Company, at its point of intersection with
the easterly line of land conveyed to Daniel Titus, by deed dated
July 27, 1884, recorded in Volume 56, Page 359, of Lorain County
Records; thence easterly, along the southerly line of said right-
of-way, about 242.43 feet to the westerly line of land conveyed
to The Cleveland Electric Illuminating Company by deed dated
May 7, 1928, recorded in Volume 236, Page 334 of Lorain County
Records; thence southerly, along the westerly line of said land
so conveyed to The Cleveland Electric Illuminating Company as
aforesaid, about 2452.54 feet to the northerly line of land con-
veyed to Joseph Maro and Mary Maro, by deed dated May 27,
1922, recorded in Volume 183, Page 252, of Lorain County Rec-
ords; thence westerly, along the northerly line of said land so
conveyed to Joseph Maro and Mary Maro as aforesaid, about
250.8 feet to the center line of a private lane at the southwesterly
corner of land conveyed to Vince Shields, by deed dated February
6, 1880, recorded in Volume 47, Page 194, of Lorain County Rec-
ords; thence northerly, along the westerly line of said land so
conveyed to Vince Shields, 913.1 feet; thence easterly, 15 feet;
thence northerly, along the easterly line of said land so conveyed
to Daniel Titus as aforesaid, about 1430.43 feet to the place of
beginning; be the same more or less, but subject to all legal high-
ways.

   Being the premises conveyed to the Company by The Power
Construction Company, by deed dated February 13, 1929, recorded
in Volume 245, Page 127, of Lorain County Records.

                       AVON YARD

   PARCEL NO. 136. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 6 and bounded and described as fol-
lows:





                       A-78






<PAGE>   135
                                                                           (CEI)





   Beginning on the southerly line of Lake Road at the north-
east corner of land conveyed to Gerard Reese by deed dated No-
vember 6, 1926, recorded in Volume 226, Page 510, of Lorain
County Records; thence North 74 degrees 32' East, along the south-
erly line of said Lake Road, 194.51 feet to an iron bar in
the westerly line of Avondale Avenue, proposed, (60 feet in
width); thence South 2 degrees 56' West, along the westerly line of said
Avondale Avenue, proposed, about 293.79 feet to an iron pipe in
the northerly line of The Lake Shore Electric Railway Com-
pany's right-of-way; thence South 73 degrees 32' West, along the north-
erly line of said right-of-way, about 196.04 feet to an iron pipe at
the southeasterly corner of said land so conveyed to Gerard
Reese as aforesaid; thence North 3 degrees East, along the easterly line
of said land so conveyed to Gerard Reese as aforesaid, about
297.49 feet to the place of beginning; and containing about 1.2535
acres of land, and being further known as all of Sublots Nos. 2,
3, 4, 5 and 6 and a part of Sublot No. 1 in The Krogh-Barr Syndi-
cate's Avon Beach Allotment, proposed, be the same more or less,
but subject to building restrictions of record and all legal high-
ways.

   Being the premises conveyed to the Company by Central
United National Bank of Cleveland, by deed dated February 15,
1930, recorded in Volume 253, Page 93, of Lorain County Records.

   PARCEL NO. 137. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being Sublots Nos. 7
to 16, both inclusive, of the Krogh-Barr Syndicate's proposed
Avon Beach Allotment of part of original Avon Township Section
No. 6, as per survey of The F. A. Pease Engineering Company,
and being further described as follows:

   Beginning at an iron pipe set in the southerly line of Lake
Road as now improved (60 feet in width) at its intersection with
the easterly line of Avondale Avenue (60 feet in width), as
shown on the plat of the Krogh-Barr Syndicate's proposed Avon
Beach Allotment as above noted, said beginning point being
North 74 degrees 32' East, distance of 307.75 feet along the southerly
line of said Lake Road as now improved, from its intersection
with the westerly line of a parcel of land containing 86.27 acres
deeded to George F. Smith, June 9, 1908, recorded in Volume 109,
Page 367, of Lorain County Records; thence from said beginning
point South 2 degrees 56' West, along the easterly line of said proposed
Avondale Avenue, a distance of 292.62 feet to an iron pipe in the
northerly line of the right-of-way (40 feet in width) of the Lake




                                     A-79






<PAGE>   136
                                                                           (CEI)





Shore Electric Railway Company, said last described line being
the westerly line of Sublot No. 7 in said proposed allotment and
being also the westerly line of land herein described; thence North
73 degrees 32' East, along the northerly line of said right-of-way of the
Lake Shore Electric Railway Company, a distance of 372.59 feet
to an iron pipe in the southeasterly corner of Sublot No. 16 in said
proposed Avon Beach Allotment; thence North 3 degrees 5' 28" East,
along the easterly line of said Sublot No. 16 in said proposed Avon
Beach Allotment, a distance of 286.03 feet to an iron pipe in the
southerly line of said Lake Road as now improved (60 feet in
width), said iron pipe being distant South 74 degrees 32' West, 166.81
feet from the intersection of the southerly line of Lake Road as
now improved (60 feet in width) with the easterly line of said
86.27 acre parcel of land deeded to George F. Smith, said last de-
scribed line being also the westerly line of a parcel of land con-
veyed to W. H. Regal, by deed recorded in Volume 218, Page 317,
of Lorain County Records; thence South 74 degrees 32' West, along the
southerly line of said Lake Road as now improved (60 feet in
width) a distance of 371.20 feet to the place of beginning; and
containing 2.336 acres of land and subject to building restrictions
of record and all legal highways and a lease to Tourists, Inc.,
covering a portion of said premises, which expires on August 31,
1940.

   Being the premises conveyed to the Company by Julia Thorpe
and Thomas E. Thorpe, by deed dated May 15, 1930, recorded in
Volume 253, Page 343, of Lorain County Records.

                            LORAIN SWITCHING STATION

   PARCEL NO. 138. Situated in the Village of Avon, County of
Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 2, and bounded and described as
follows:

   Beginning at a point in the center line of North Ridge Road,
at the northwest corner of a parcel of land conveyed to Mabel A.
Davidson, by deed dated April 14, 1921, recorded In Volume 181,
Page 347, of Lorain County Records; thence southerly, along the
westerly line of said land so conveyed to Mabel A. Davidson as
aforesaid, 487.57 feet to the southwest corner of said land; thence
westerly, along the northerly line of land conveyed to Mabel A.
Davidson, by deed dated March 2, 1922, recorded in Volume 181,
Page 348, of Lorain County Records, 227.85 feet to an east-
erly line of said land; thence northerly, along said easterly line





                       A-80





                                                                              

<PAGE>   137
                                                                           (CEI)





of said land so conveyed to Mabel A. Davidson as last aforesaid,
303.36 feet to the center line of North Ridge Road; thence north-
easterly, along the center line of North Ridge Road, 309.27 feet
to the place of beginning; containing 2 acres more or less, but
subject to such rights as may exist under oil and gas lease dated
April 1, 1908, recorded in Volume 8, Page 22, of Lorain County
Records, and to all legal highways.

   Being the premises conveyed to the Company by Flora H.
Moon, by deed dated December 3, 1924, recorded in Volume 205,
Page 470, of Lorain County Records.

   PARCEL NO. 139. Situated in the Village of Avon, County of
Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 2, and bounded and described as fol-
lows:

   Beginning at a point in the center line of North Ridge Road
and also known as the northwest corner of the land conveyed
by Flora H. Moon to The Cleveland Electric Illuminating Com-
pany, by deed dated December 3, 1924, recorded in Volume 205,
Page 470, of Lorain County Records; thence running southerly,
along the westerly line of the land so conveyed to The Cleveland
Electric Illuminating Company, a distance of 303.36 feet to the
northerly line of land conveyed to Mabel A. Davidson, by deed
dated March 2, 1922, recorded in Volume 181, Page 348, of Lorain
County Records; thence westerly, along said northerly line pro-
duced, of the land so conveyed to Mabel A, Davidson, a distance
of 30 feet to the westerly line of said land so conveyed to Mabel
A. Davidson as aforesaid; thence northerly, along the westerly
line of land so conveyed to Mabel A. Davidson as aforesaid, a
distance of 275.67 feet to the center line of North Ridge Road;
thence northeasterly, along the center line of North Ridge Road,
40.61 feet to the place of beginning; containing 0.199 of an acre,
more or less, but subject to all legal highways.

   PARCEL NO. 140. Situated in the Village of Avon, County of
Lorain and State of Ohio, and known as being part of original
Avon Township Section No. 2, and bounded and described as fol-
lows:

   Beginning at the southeasterly corner of land conveyed to
The Cleveland Electric Illuminating Company, by deed dated De-
cember 3, 1924, recorded in Volume 205, Page 470, of Lorain
County Records; thence running northerly, along the easterly
line of said land so conveyed to The Cleveland Electric Illumi-




                                     A-81






<PAGE>   138
nating Company, 140 feet to a point; thence running easterly,
parallel to and distant 140 feet northerly by rectangular measure-
ment from the south line of land conveyed to James E. and Mabel
A. Davidson, by deed dated November 29, 1920, recorded in Vol-
ume 173, Page 384, of Lorain County Records, 30 feet to a point;
thence running southerly, parallel to and distant 30 feet easterly
from the easterly line of land so conveyed to The Cleveland Elec-
tric Illuminating Company, 140 feet to the southerly line of land
conveyed to James E. and Mabel A. Davidson as aforesaid; thence
running westerly, along the southerly line of land so conveyed to
James E. and Mabel A. Davidson as aforesaid, 30 feet to the place
of beginning; contaIning .096 of an acre, more or less, but sub-
ject to all legal highways.

   Being the premises conveyed to the Company by James E.
Davidson and Mabel A. Davidson, by deed dated February 12,
1925, recorded in Volume 206, Page 211, of Lorain County Rec-
ords.

                               ASHTABULA STATION

   PARCEL NO. 141.  Situated in the Township of Ashtabula,
County of Ashtabula and State of Ohio, and known as being
part of the Holmes Tract in said Township, and bounded and de-
scribed as follows:

   Beginning in the center of the State Road at the northwest
corner of land conveyed to Joseph and Sanita Donatone, by deed
recorded in Volume 268, Page 49; thence northerly, along the
center line of said road and said line extended northern to the
south shore of Lake Erie; thence northeasterly, along the shore
of Lake Erie, approximately 1465 feet to the northwest corner
of land conveyed to Frank S. Harmon by deed recorded in Vol-
ume 198, Page 171; thence southerly, along the west line of land
so conveyed to Frank S. Harmon to the northeast corner of land
conveyed to Donatone as aforesaid; thence westerly, along the
north line of land so conveyed to Donatone, about 1297.03 feet
to the place of beginning; containing 110.18 acres of land, be the
same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by The Power
Construction Company, by deed dated March 18, 1929, recorded
in Volume 306, Page 136, of Ashtabula County Records.

   PARCEL NO. 142.  Situated in the Township of Ashtabula.
County of Ashtabula and State of Ohio, and known as being




                                     A-82






<PAGE>   139
                                                                           (CEI)





part of the Holmes Tract in said Township, and bounded and de-
scribed as follows:

   Beginning on the south shore of Lake Erie at the northeast
corner of Holmes Tract; thence southerly, along the east line
of said tract, about 4628.5 feet to the north line of land conveyed
to John H. Liebman, by deed recorded in Volume 191, Page 55;
thence westerly, along the north line of land so conveyed to Lieb-
man, 398 feet to a stake and monument; thence northerly, parallel
with the east line and 398 feet distant westerly therefrom, to
Lake Erie; thence northeasterly, along the south shore of Lake
Erie to the place of beginning; containing 41.16 acres of land, be
the same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by Gertrude E.
McClure, et al, by deed dated March 22, 1929, recorded in Volume
306, Page 186, of Ashtabula County Records.

   The Company also conveys to the Trustee all its riparian and
littoral rights in and to the waters of Lake Erie and the sub-
merged lands adjacent to said Parcels Nos. 141 and 142.

               OLD ASHTABULA LIGHT PLANT

   PARCEL NO. 143. Situated in the City of Ashtabula, County
of Ashtabula and State of Ohio, and known as being part of orig-
inal Lot No. 3, Section 3 of Ashtabula Township, and bounded
and described as follows:

   Beginning at a point in the southwesterly line of Lake Avenue,
said point being 192.27 feet northwesterly measured along the
southwesterly line of Lake Avenue, from the southeasterly corner
of a parcel of land conveyed by the City of Ashtabula to The
Cleveland Electric Illuminating Company, by warranty deed
dated June 30, 1928, recorded in Volume 302, Page 183, of Ashta-
bula County Records; thence southwesterly, at right angles to
the southwesterly line of said Lake Avenue, a distance of 327.03
feet to an iron pipe; thence westerly, deflecting to the right on an
angle of 28 degrees 10' 20" from said last described line and at right
angles to the easterly right-of-way line of the Franklin Division
of the New York Central Railroad Company, a distance of 124.12
feet to an iron pipe distant 26 feet easterly at right angles from
the easterly right-of-way line of said New York Central Railroad
Company; thence southerly, and parallel with the easterly right-
of-way line of said New York Central Railroad Company and
distant 26 feet easterly at right angles therefrom, a distance of





                                     A-83






<PAGE>   140
                                                                           (CEI)




178.72 feet to an iron pipe in the southerly line of land so deeded
by the City of Ashtabula to The Cleveland Electric Illuminating
Company as above noted; thence northwesterly, along the south-
erly line of land so deeded to The Cleveland Electric Illuminating
Company, a distance of about 27.28 feet to the easterly right-of-
way line of the New York Central Railroad at a point 485 feet
southerly from the south line of land conveyed to The Ashtabula
Ice Company, by deed recorded in Volume 236, Page 20, of Ashta-
bula County Records; thence northerly, along said right-of-way
line, 485 feet to the intersection of said southerly line of land
conveyed to The Ashtabula Ice Company as aforesaid; thence
easterly, along said southerly line, about 310 feet to the south-
westerly line of Lake Avenue; thence southeasterly, along the
southwesterly line of Lake Avenue, a distance of about 347.73
feet to the place of beginning; containing about 3.194 acres of
land, be the same more or less, but subject to railway siding
right-of-way, granted by deed dated June 7, 1898, recorded in
Volume 151, Page 617, of Ashtabula County Records, and to all
legal highways.

                               SANBORN SUBSTATION

   PARCEL NO. 144.  Situated in the Township of Saybrook,
County of Ashtabula and State of Ohio, and known as being
part of original Lot No. 51 in said Township, and bounded and
described as follows:

   Beginning at a point in the center line of Sanborn Road (40
feet in width), said center line of Sanborn Road being also the
westerly line of said original Lot No. 51, and at the southwesterly
corner of a parcel of land containing 9.986 acres deeded to The
Power Construction Company March 8, 1928, recorded in Volume
298, Page 261, of Ashtabula County Records; thence easterly,
along the southerly line of land so conveyed to The Power Con-
struction Company, and passing through an iron pipe in the east-
erly line of said Sanborn Road, 20 feet easterly from the center
line thereof, a distance of 725 feet to an iron pipe at the south-
easterly corner of said parcel of land so deeded to The Power
Construction Company; thence southerly, and parallel with the
center line of said Sanborn Road, a distance of 200 feet to an iron
pipe; thence westerly, and parallel with the southerly line of said
parcel of land so deeded to The Power Construction Company,
a distance of 725 feet to the westerly line of said original Lot
No. 51 and center line of said Sanborn Road, said last described
line passing through an iron pipe set in the easterly line of said





                    A-84






<PAGE>   141
                                                                           (CEI)





Sanborn Road and 20 feet easterly from the center line thereof;
thence northerly, along the westerly line of said original Lot
No. 51, being also the center line of said Sanborn Road, a dis-
tance of 200 feet to the place of beginning; and containing 3.329
acres of land, be the same more or less, but subject to all legal
highways and subject to restrictions of record relating to drilling
for oil and gas.

   Being the premises conveyed to the Company by Ida E.
Strong, by deed dated June 11, 1929, recorded in Volume 305,
Page 194, of Ashtabula County Records.

   PARCEL NO. 145. Situated in the Township of Saybrook,
County of Ashtabula and State of Ohio, and known as being
part of original Lot No. 51 in said Township, and bounded and
described as follows:

   Beginning at a point in the center line of Sanborn Road (40
feet in width), said center line of Sanborn Road being also the
westerly line of said original Lot No. 51, and at the northwest-
erly corner of a parcel of land containing 56.03 acres now owned
by Ida E. Strong; thence easterly, along the northerly line of
said Ida E. Strong property, a distance of 725 feet to an iron
pipe; thence southerly, and parallel with the westerly line of said
original Lot No. 51 and also parallel with the center line of said
Sanborn Road, a distance of 600 feet to an iron pipe; thence
westerly, and parallel with the northerly line of said property
herein described, a distance of 725 feet to the westerly line of
said original Lot No. 51 and center line of said Sanborn Road,
said last described line passing through an iron pipe set in the
easterly line of said Sanborn Road and 20 feet easterly from the
center line thereof; thence northerly, along the westerly line of
said original Lot No. 51, being also the center line of said San-
born Road, a distance of 600 feet to the place of beginning; and
containing 9.986 acres of land.

   Being the premises conveyed to the Company by The Power
Construction Company, by deed dated September 1, 1928, re-
corded in Volume 302, Page 524, of Ashtabula County Records.

   PARCEL NO. 146.  Situated In the Township of Saybrook,
County of Ashtabula and State of Ohio, and known as being
part of original Lot No. 51 In said Township, and bounded and
described as follows:

   Beginning at an iron pipe set in the southerly line of property
now owned by Minnie A. Burke and distant 60 feet at right angles
easterly from the original center line of The Pittsburgh, Youngs-



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<PAGE>   142
                                                                           (CEI)





town and Ashtabula Railroad Company's right-of-way (66 feet in
width), said center line of said original 66 foot right-of-way being
the center line of the present south bound main track of said
Railroad Company; thence northerly, along the present easterly
right-of-way of said Railroad Company and distant easterly 60
feet at right angles from the center line of said main south bound
track, a distance of 500 feet to an iron pin set in the easterly line
of said right-of-way; thence southeasterly, making an included
angle of 36 degrees 11' 40" with said easterly line of said right-of-way,
a distance of 456.64 feet to an iron pipe set in the southerly line
of said Minnie A. Burke property; thence westerly, along the
southerly line of said Minnie A. Burke property, a distance of
300 feet to the place of beginning; and containing 1.5476 acres of
land, subject to a telephone and telegraph pole line easement
dated December 14, 1926, recorded in Volume 293, Page 450, of
Ashtabula County Records, subject to rights-of-way and tele-
phone easements of record and covenants in prior deeds with
respect to maintenance of fences, extension of grade crossing and
extension of tile drains.

   Reserving, however, to Minnie A. Burke, her heirs and assigns,
a 20 foot right-of-way across the above described parcel, the route
of said 20 foot right-of-way to be designated by the grantee.

   Being the premises conveyed to the Company by Ralph H.
Holcomb, by deed dated March 19, 1928, recorded in Volume 290,
Page 436, of Ashtabula County Records.

                             ROCK CREEK SUBSTATION

   PARCEL NO. 147. Situated in the Township of Morgan, County
of Ashtabula and State of Ohio, and known as being part of Lot
No. 105 in said Township, and bounded and described as follows:

   Commencing at a point in the center of the Rock Creek-Eagle-
ville Road, so-called, at the southeast corner of lands conveyed
to C. A. Hoyt, by deed dated June 19, 1919, recorded in Volume
237, Page 223, of Ashtabula County Records; thence westerly,
along the south line of land so conveyed to C. A. Hoyt, 134.25
feet to a point; thence northerly, parallel with the center line of
the Rock Creek-Eagleville Road, 75 feet to a point; thence east-
erly, parallel with and 75 feet distant from the first described
course, 134.25 feet to the center of the Rock Creek-Eagleville
Road; thence southerly, along the center line of said road, 75
feet to the place of beginning, subject to an oil and gas lease dated





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<PAGE>   143
                                                                           (CEI)




October 9, 1919, recorded in Volume 13, Page 600, of Ashtabula
County Records.

   Being the premises conveyed to the Company by Coradon A.
Hoyt, by deed dated September 8, 1926, recorded in Volume 287,
Page 119, of Ashtabula County Records.

                           PLYMOUTH SWITCHING STATION

   PARCEL NO. 148.  Situated in the Township of Ashtabula,
County of Ashtabula and State of Ohio, and known as being part
of Lot No. 18 in said Township, and bounded and described as
follows:

   Beginning at the point of intersection of the center line of
the Ashtabula-Jefferson Road and the Ashtabula-Sheffield (Seven
Hills) Road; thence easterly, along the center line of the Ashta-
bula-Sheffield Road, 56.65 feet to a point; thence southerly, par-
allel with the center line of the Ashtabula-Jefferson Road, 53.32
feet to a point; thence westerly, parallel with the center line of
the Ashtabula-Sheffield Road, 56.65 feet to the center line of the
Ashtabula-Jefferson Road; thence northerly, along the center line
of the Ashtabula-Jefferson Road, 53.32 feet to the place of begin-
ning; but subject to all legal highways.  The said Ashtabula-
Sheffield Road being 60 feet in width and the said Ashtabula-
Jefferson Road being 66 feet in width, subject to an oil and gas
lease dated September 13, 1915, recorded in Volume 10, Page 330,
of Ashtabula County Records.

   Being the premises conveyed to the Company by Joseph and
Margaret Kitson, by deed dated September 8, 1926, recorded in
Volume 287, Page 120, of Ashtabula County Records.

                          ASHTABULA GARAGE AND WAREHOUSE

   PARCEL NO. 149.  Situated in the Township of Saybrook,
County of Ashtabula and State of Ohio, and known as being
part of original Lot No. 49 in said Township, and bounded and
described as follows:

   Beginning at a drill hole set in the center line of South Ridge
Road (66 feet in width) and distant South 56 degrees 45' West, 935.88
feet from the intersection of the east line of said original Lot
No. 49 with the center line of said South Ridge Road; thence
South 0 degrees 15' East, a distance of 1098.64 feet (to an iron pipe)
along the easterly line of a parcel of land deeded to F. M. McElroy
March 1, 1911, recorded in Volume 199, Page 399, of Ashtabula




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                                                                           (CEI)





                                      100

County Records; thence North 78 degrees 57' 20" East, a distance of
139.02 feet to an iron pipe in the westerly line of the original
66-foot right-of-way of The Pittsburgh, Youngstown & Ashtabula
Railroad; thence South 24 degrees 56' West, along the westerly line of
said Pittsburgh, Youngstown & Ashtabula Railroad right-of-way,
a distance of 1105.95 feet to an iron pipe opposite the northerly
end of a stone and concrete cow-pass in said railroad right-of-
way; thence North 2 degrees 56' 10" East, a distance of 612.55 feet to
an iron pipe; thence North 0 degrees 15' West, and parallel with the
first course herein described, and distant 300 feet westerly at
right angles therefrom, a distance of 1267.02 feet to a drill hole
set in the center line of said South Ridge Road; thence North
56 degrees 45' East, along the center line of said South Ridge Road, a
distance of 357.71 feet to the place of beginning; and containing
12.837 acres of land. Said parcel of land being the easterly por-
tion of said McElroy farm lying between the center line of said
South Ridge Road and the westerly line of said Pittsburgh,
Youngstown & Ashtabula Railroad, be the same more or less, sub-
ject to a telephone and telegraph pole line easement dated De-
cember 13, 1926, recorded in Volume 293, Page 455, of Ashtabula
County Records, and subject to all legal highways.

   Being the premises conveyed to the Company by F. M. McElroy
and Dessie McElroy, by deed dated December 15, 1928, recorded
in Volume 303, Page 96, of Ashtabula County Records.

                         GENEVA SUBSTATION AND WAREHOUSE

   PARCEL NO. 150.  Situated in the Village of Geneva, County
of Ashtabula and State of Ohio, and known as being part of Lot
No. 16, Section 2, Township 12, Range 5, and bounded and de-
scribed as follows:

   Beginning at the intersection of the center lines of West Main
Street and West Street; thence southerly, along the center line
of West Street, 282 feet; thence easterly, at right angles with the
center line of West Street, 240.4 feet to a gas pipe stake set on
the easterly line of land conveyed to The Cleveland, Painesville
and Ashtabula Railroad Company, by deed dated September 26,
1906, recorded in Volume 181, Page 167, of Ashtabula County
Records; thence northerly, along said easterly line, 390.7 feet to
the center of West Main Street; thence southwesterly, along the
center line of West Main Street to the place of beginning; be the
same more or less, but subject to all legal highways. And being
the land described as parcels Nos. 66 and 67, in deed from Harry




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                                                                           (CEI)





R. Collacott, Special Master, to the grantor, dated June 28, 1926,
and recorded in Volume 286, Page 341, of Ashtabula County
Records. And subject also to transmission line easement by deed
dated January 11, 1928, recorded in Volume 298, Page 1, of
Ashtabula County Records.

   Being the premises conveyed to the Company by Frank M.
Cobb, by deed dated December 30, 1927, recorded in Volume 290,
Page 378, of Ashtabula County Records.

                                BOND SUBSTATION

   PARCEL NO. 151.  Situated in the City of Ashtabula, County
of Ashtabula and State of Ohio, and known as being a part of
original Lot No. 2 in the Township of Ashtabula, and bounded
and described as follows:

   Beginning at a point at the intersection of the center line of
Lockwood Street (50 feet in width) with the center line of Bond
Street (50 feet in width), thence from said beginning point South
7 degrees 33' East, along the center line of said Bond Street, a distance
of 98.40 feet to its intersection with the northwesterly right-of-
way of the Pittsburgh, Youngstown & Ashtabula Railroad (66
feet in width); thence South 38 degrees 50' 40" West, along the north-
westerly right-of-way line of the Pittsburgh, Youngstown & Ashta-
bula Railroad, a distance of 327.78 feet to an iron pipe set in the
easterly line of land conveyed to Silas E. Lovejoy February 16,
1915, recorded in Volume 210, Page 287, of Ashtabula County
Records; thence North 1 degree 20' 40" East, along the easterly
line of said land conveyed to Silas E. Lovejoy as above noted, and
along the easterly line of land conveyed to Julia E. Leslie
February 16, 1915, and recorded in Volume 210, Page 285, of Ash-
tabula County Records, a distance of 206.95 feet to an iron
pin set in the southwesterly corner of land conveyed by P. M.
and Ida Shaw to A. P. and Mary Shaw January 7, 1907,
recorded in Volume 183,  Page  55,  of Ashtabula County
Records; thence South 88 degrees 45' East, along the southerly line
of land so conveyed to A. P. and Mary Shaw as above noted, a
distance of 43.56 feet to an iron pin in the southeasterly corner
of said A. P. and Mary Shaw's property; thence North 1 degree 20'
40" East, along the easterly line of land so conveyed to A. P. and
Mary Shaw, a distance of 150 feet to the center line of Lockwood
Street; thence South 88 degrees 45' East, along the center line of said
Lockwood Street, a distance of 140.77 feet to the place of begin-
ning; and containing .742 of an acre exclusive of streets, be the



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                                                                           (CEI)




same more or less, but subject to all legal highways, said above
described property being the same land conveyed to C. F. Salis-
bury, by four deeds, one dated October 12, 1906, recorded in
Volume 181, Page 265, of Ashtabula County Records, the other
January 19, 1906, recorded in Volume 174, Page 385, of Ashtabula
County Records, another dated December 22, 1904, recorded in
Volume 176, Page 84, and another dated January, 1905, and
recorded in Volume 177, Page 612.

   Being the premises conveyed to the Company by C. F. Salis-
bury and Lucy G. Salisbury, by deed dated August 8, 1929,
recorded in Volume 309, Page 322, of Ashtabula County Records.

                               CONNEAUT OFFICE

   PARCEL NO. 152.  Situated in the City of Conneaut, County
of Ashtabula and State of Ohio, and known as being part of
original Lot No. 4, Section 2, Township 14, First Range of Town-
ships of the Conneaut Western Reserve, and also known as
being part of Block No. 237 in said City, and bounded and de-
scribed as follows:

   Beginning at a point in the south line of Main Street which is
the northwest corner of lands formerly owned by Chas. E. Chad-
man and now owned by J. R. Freeman and which point is sup-
posed to be 24 feet and 7 inches westerly from the west line of
lands formerly owned by George W. Stines and Esther Stines;
thence westerly, along the south line of Main Street, about 65 feet
to the northeast corner of lands conveyed by N. A. Scarborough
and wife to C. L. Whitney, et al, now owned by The Broad Main
Building Company and which point is 40 feet easterly from the
east line of Broad Street; thence southerly, and parallel with the
east line of Broad Street to a point 7.5 feet northerly from the
north wall of the Brick Block owned and occupied by The Con-
neaut Printing Company; thence easterly, and parallel with the
south line of Main Street to the west line of lands formerly owned
by Chas. E. Chadman and now owned by J. R. Freeman; thence
northerly, along the west line of said Freeman's land to the place
of beginning.

   The within described parcel is subject to the easements set
forth and described in a certain deed from G. M. Brown to Chas.
E. Chadman under date of May 5, 1906, recorded in Volume 175,
Page 477, of Ashtabula County Records, and a certain deed from
William H. Brown to N. A. Scarborough under date of January
3, 1920, recorded in Volume 242, Page 189, of Ashtabula County
Records.




                                     A-90






<PAGE>   147
                                                                           (CEI)





   Being the premises conveyed to the Company by Frank M.
Cobb, by deed dated April 22, 1926, recorded in Volume 282, Page
477, of Ashtabula County Records.

                              JEFFERSON SUBSTATION

   PARCEL NO. 153. Situated in the Township of Jefferson,
County of Ashtabula and State of Ohio, and known as being part
of eight acre Lot No. 49 in said Township, and bounded as follows:

   Beginning in the center of the highway at the northwest
corner of said Lot No. 49; thence easterly, along the north line of
said Lot, 200 feet; thence southerly, parallel with said highway,
100 feet; thence westerly, parallel with the north line of said Lot,
200 feet to the center of the highway; thence northerly, along the
center line of the highway, 100 feet to the place of beginning; be
the same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by Minnie L.
Giddings, by deed dated August 23, 1926, recorded in Volume 287,
Page 22, of Ashtabula County Records.

                               ORWELL SUBSTATION

   PARCEL NO. 154. Situated in the Township of Orwell, partly
in the Village of Orwell, County of Ashtabula and State of Ohio,
and known as being part of Lot No. 2 in Section 12 of Orwell
Township, and bounded and described as follows:

   Beginning in the center line of Ashtabula Road (so-called)
at the southeasterly corner of land now or formerly standing in
the name of E. J. Goddard; thence running westerly, along the
southerly line of said E. J. Goddard's land to the southwesterly
corner of said E. J. Goddard's land; thence running northerly,
along the westerly line of land of said E. J. Goddard and along
the westerly line of land now or formerly standing in the name of
F. M. Blanchard to the southerly line of land now or formerly
standing in the name of Joseph Schrembs; thence westerly, along
the southerly line of land of said Joseph Schrembs, 75.05 feet to
a point; thence running southerly, parallel to and distant 75 feet
westerly from the second described course, 227.72 feet to a point;
thence running easterly, parallel to and distant 25 feet southerly
from the first described course, to the center line of Ashtabula
Road (so-called); thence running northerly, along the center line
of Ashtabula Road to the place of beginning; be the same more or
less, but subject to all legal highways.




                                     A-91






<PAGE>   148
                                                                           (CEI)




   Being the premises conveyed to the Company by H. J. Gamlin,
by deed dated July 1, 1926, recorded in Volume 285, Page 360,
of Ashtabula County Records.

                              PIERPONT SUBSTATION

   PARCEL NO. 155.  Situated in the Township of Pierpont,
County of Ashtabula and State of Ohio, and known as being a
part of Original Lot No. 31 in said Township, and bounded and
described as follows:

   Beginning on the center line of the North and South Center
Road (60 feet in width) running through said Township (also
known as State Highway No. 7) at the Southwesterly corner of
land conveyed to O. H. Straight, by deed dated January 1, 1907,
and recorded in Volume 183, Page 37 of Ashtabula County
Records, said beginning point being also the Northwesterly
corner of land conveyed to Ira S. Hawkins, February 7, 1907,
and recorded in Volume 183, Page 218 of Ashtabula County
Records;

   Thence from said beginning point, Easterly along the South-
erly line of land so conveyed to G. H. Straight as aforesaid, and
passing through an iron pipe set in the Easterly line of said
North and South Center Road, a distance of one hundred and
fifty (150) feet to an iron pipe;

   Thence Northerly at right angles to said last described line,
a distance of seventy-five (75) feet to an iron pipe;

   Thence Westerly on a line parallel with and distant seventy-
five (75) feet Northerly by rectangular measurement from said
Southerly line of land so conveyed to G. H. Straight as aforesaid,
a distance of one hundred fifty-five and ninety-seven hundredths
(155.97) feet, (passing through an iron pipe set in the Easterly
line of said North and South Center Road) to the center line of
said North and South Center Road;

   Thence Southerly along said center line of said North and
South Center Road, a distance of seventy-five and twenty-four
hundredths (75.24) feet to the place of beginning and containing
0.263 acre of land according to the survey of George M. Garrett,
registered surveyor, April 7, 1936, be the same more or less but
subject to all legal highways.

   Being the premises conveyed to the Company by George H.
Straight and Mabel Straight, by Deed dated April 15, 1936,
recorded in Volume 337, Page 312 of Ashtabula County Records.





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<PAGE>   149
                                                                           (CEI)




                            SOUTH RUSSELL PROPERTY

   PARCEL NO. 156. Situated in the Township of Russell, County
of Geauga and State of Ohio, and known as being a part of Lot
No. 9 in Tract No. 3 in said Russell Township, and bounded and
described as follows:

   Beginning at a stake in the center of the road leading from
Chagrin Falls to South Newbury, said stake being on the north-
erly line of said Lot No. 9 in Tract No. 3 and at the northwesterly
corner of 104 1/2 acres of land deeded to Walter E. Newcomb by
Robert Bennett, et al, June 30, 1923, recorded in Volume 167,
Page 219, of Geauga County Records; thence from said be-
ginning point southerly, along the westerly line of said Lot
No. 9, being also the westerly line of grantor's land, a distance of
1126.85 feet to an iron pipe; thence northeasterly, making an in-
cluded angle of 27 degrees 36' with said westerly line of said Lot No. 9,
or said last described line, a distance of 291.75 feet to an iron
pipe; thence northeasterly, deflecting to the right from said last
described line 5 degrees 47' 30", a distance of 581.36 feet to an iron pipe;
thence easterly, and parallel with the northerly line of said Lot
No. 9, a distance of 145 feet to an iron pipe; thence northerly, and
parallel with the westerly line of said Lot No. 9, a distance of
380 feet to the northerly line of said Lot No. 9, said last described
point being also the center line of said road leading from Chagrin
Falls to South Newbury; thence westerly, along the northerly line
of said Lot No. 9, being also the center line of said road leading
from Chagrin Falls to South Newbury, a distance of 600 feet to
the place of beginning; and containing 8.938 acres of land.

   Being the premises conveyed to the Company by Walter E.
and Louise R. Newcomb, by deed dated May 21, 1928, recorded in
Volume 182, Page 180, of Geauga County Records.

                               BURTON SUBSTATION

   PARCEL NO. 157. Situated in the Township of Burton, County
of Geauga and State of Ohio, and known as being part of Lot No.
25 in said Burton Township, and bounded and described as fol-
lows:

   Beginning at a point in the center line of North Cheshire
Street, so-called, said point of beginning being 23.515 rods (388
feet) northerly from the south line of the land now standing in
the name of Ernie L. Taylor and Ina Taylor, as measured along
the center line of said North Cheshire Street, the south line of





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<PAGE>   150
                                                                           (CEI)




said Ernie L. and Ina Taylor land being located 17.6 rods (290.4
feet) northerly from the northerly line of a road running west
from North Cheshire Street; thence running North, along the
center line said North Cheshire Street, 8 rods (132 feet) to a
point; thence running west, at right angles to said center line, 10
rods (165 feet) to a point; thence running south, parallel to and
distant westerly 10 rods (165 feet) from the center line of said
North Cheshire Street, 8 rods (132 feet) to a point; thence run-
ning east, parallel to and distant southerly 8 rods (132 feet) from
the northerly line or second described course, 10 rods (165 feet)
to the center line of North Cheshire Street and the place of begin-
ning; containing .5 of an acre, more or less, but subject to all legal
highways.

   Being the premises conveyed to the Company by The Power
Construction Company, by deed dated January 7, 1927, recorded
in Volume 178, Page 318, of Geauga County Records.

                        CHARDON SUBSTATION AND WAREHOUSE

   PARCEL NO. 158. Situated in the Village of Chardon, County
of Geauga and State of Ohio, and known as being part of Lots
Nos. 107 and 108 of said Chardon Village, and bounded and
described as follows:

   Beginning in the center line of East Park Avenue (so-called)
at a point where the east margin of the right-of-way of the B. and
O. Ry. intersects said center line of said Avenue: thence South
87 degrees East, along said center line of said "Avenue", 362 feet; thence
South 3 degrees West, at right angles to said center line of said "Ave-
nue", 250 feet to a point marked by a section of gas pipe driven in
the ground; thence North 87 degrees West, parallel with said center line
of said East Park Avenue, 224 feet to a point in said east margin
of said right-of-way of said B & O, Ry. marked by a section of gas
pipe driven in the ground; thence North 25 degrees 50' West, along said
east margin of said right-of-way of said RR, 285.40 feet to the
place of beginning; and containing, as surveyed by E. L. Phelps
and Son, January 1, 1909, 168 acres of land.

    Being the premises conveyed to the Company by Joseph H.
Englander, by deed dated December 28, 1925, recorded in Volume
173, Page 322, of Geauga County Records.

                               AUBURN SUBSTATION

   PARCEL NO. 159. Situated in the Township of Auburn, County
of Geauga and State of Ohio, and known as being a part of Lot




                       A-94






<PAGE>   151
                                                                           (CEI)





No. 5. in Section No. 3 of Tract No. 2 in said Township, and
bounded and described as follows:

   Beginning in the center line of the Cleveland and Youngs-
town Road, 60 feet in width, (also known as U. S. Interstate
Highway No. 422) at its intersection with the Easterly line of
said Lot No. 5, said Easterly line of Lot No. 5 being also the
Easterly line of land conveyed to Bert A. Wilson and Lepha J.
Wilson, by deed dated July 29, 1907, and recorded in Volume
124, Page 351, of Geauga County Records;

   Thence Northerly from said beginning point along the East-
erly line of said Lot No. 5 which Easterly line is also the West-
erly line of land conveyed to Julius Jaite by deed dated Septem-
ber 24, 1921, and recorded in Volume 162, Page 77 of Geauga
County Records, and passing through an iron pipe set in the
Northerly line of said Cleveland and Youngstown Road, a dis-
tance of one hundred and fifty (150) feet to an iron pipe;

   Thence Westerly at right angles to said Easterly line of said
Lot No. 5, a distance of seventy-five (75) feet to an iron pipe;

   Thence Southerly on a line parallel with and distant seventy-
five (75) feet Westerly by rectangular measurement from said
Easterly line of said Lot No. 5, a distance of one hundred and
fifty-one and seven hundredths (151.07) feet (passing through
an iron pipe set in the Northerly line of said Cleveland and
Youngstown Road) to said center line of said Cleveland and
Youngstown Road; thence Easterly along said center line of
said Cleveland and Youngstown Road, a distance of seventy-five
and one hundredth (75.01) feet to the place of beginning and
containing 0.259 acre of land, according to the survey of George
M. Garrett, registered surveyor, April 9, 1936, be the same more
or less, but subject to all legal highways.

   Being the premises conveyed to the Company by Bert A.
Wilson and Lepha J. Wilson, by Deed dated April 16, 1936,
recorded in Volume 196, Page 334 of Geauga County Records.

                             MIDDLEFIELD SUBSTATION

   PARCEL NO. 160.  Situated in the Village of Middlefield,
County of Geauga, and State of Ohio, and known as being a part
of Original Middlefield Township Lot No. 30, and bounded and
described as follows:

   Beginning at a point in the center line of West High Street,
(60 feet in width) distant 324.93 feet Westerly, measured along
said center line of West High Street from an iron pin monument



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<PAGE>   152
                                                                           (CEI)





at the intersection of said center line with the center line of Lake
Street, said center line of Lake Street being also the Easterly
line of said Original Lot No. 30; thence Southerly parallel with
said Easterly line of said Original Lot No. 30, and along the
easterly line of a strip of land 20 feet in width excepted and
reserved to the Village of Middlefield for street purposes, in the
deed from William A. and Ella Harris to Jessie B. Szepessy,
dated May 16, 1927, and recorded in Volume 180, Page 89 of
Geauga County Records, a distance of 250 feet to an iron pipe
monument; thence Easterly on a line parallel with said center
line of West High Street, a distance of 75 feet to an iron pipe
monument; thence Northerly on a line parallel with said East-
erly line of said Original Lot No. 30, a distance of 250 feet to
said center line of West High Street, thence Westerly along said
center line of West High Street, a distance of 75 feet to the place
of beginning, and containing 0.4289 acre of land according to the
survey of George M. Garrett, Registered Surveyor, January 19,
1937, be the same more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by Jessie B.
Szepessy, by deed dated January 29, 1937, recorded in Volume
200, Page 45 of Geauga County Records.

                              HUNTSBURG SUBSTATION

   PARCEL NO. 161. Situated in the Township of Huntsburg,
County of Geauga, and State of Ohio, and known as being a part
of Original Lot No. 55 in said Township, and bounded and de-
scribed as follows:

   Beginning in the center line of Mayfield Road, 60 feet wide,
(said center line being also the Southerly line of said Original
Lot No. 55) at a point distant 740.20 feet Westerly, measured
along said center line of Mayfield Road, from the Southeasterly
corner of said Original Lot No. 55; thence Northerly at right
angles with said center line of Mayfield Road, (passing through
an iron pipe set in the Northerly line of said Mayfield Road)
a distance of 180 feet to an iron pipe; thence Westerly and
parallel with said center line of Mayfield Road, a distance of
80 feet to an iron pipe; thence Southerly and parallel with the
first course herein described, (passing through an iron pipe set
in the Northerly line of said Mayfield Road) a distance of 180
feet to said center line of Mayfield Road; thence Easterly along
said center line of Mayfield Road, a distance of 80 feet to the
place of beginning, and containing 14,400 square feet of land or
0.3305 acre, according to the survey of George M. Garrett, Regis-



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<PAGE>   153
                                                                           (CEI)





tered Surveyor, June 6, 1938, be the same more or less, but sub-
ject to all legal highways.

   Being the premises conveyed to the Company by William
Nadiak and Theodosia Nadiak, by deed dated June 22, 1938,
recorded in Volume 201, Page 38 of Geauga County Records.

                              THOMPSON SUBSTATION

   PARCEL NO. 162. Situated in the Township of Thompson,
County of Geauga, and State of Ohio, and known as being a part
of Original Thompson Township Lot No. 21, and bounded and
described as follows:

   Beginning at a point in the center line of the Parkman-
Thompson Road, so-called, 60 feet wide, at the southwesterly
corner of a parcel of land conveyed by Clara Louise Oakley to
H. Brunner, by deed dated May 1, 1935, and recorded in Volume
195, Page 255 of Geauga County Deed Records, said beginning
point being also the northwesterly corner of land conveyed by
Amanda Stevens to Elmer S. Stevens, by deed dated March 3,
1900, and recorded in Volume 112, Page 149 of Geauga County
Deed Records; thence northwesterly from said beginning point,
along the center line of said Parkman-Thompson Road, a dis-
tance of Seventy-Five (75) feet to a point; thence northeasterly
and at right angles to the center line of said Parkman-Thomp-
son Road, passing through an iron pipe set in the northeasterly
line of said road, a distance of One Hundred and Fifty (150)
feet to an iron pipe; thence southeasterly and parallel with the
center line of said Parkman-Thompson Road, a distance of One
Hundred and Ninety and 45/100 (190.45) feet to an iron pipe
set in the southerly line of land so conveyed to H. Brunner as
aforesaid, said southerly line being also the northerly line of
land conveyed to Elmer S. Stevens as aforesaid; thence westerly
along the southerly line of land so conveyed to H. Brunner as
aforesaid, passing through an iron pipe set in the northeasterly
line of said Parkman-Thompson Road, a distance of One Hun-
dred and Eighty-Nine and 28/100 (189.28) feet to the place of
beginning and containing 19,908.75 square feet or 0.457 acre of
land, according to the survey of George M. Garrett, Registered
Surveyor, Erie Building, Cleveland, Ohio, January 8, 1940, be
the same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by E. Brunner
and Martha O. Brunner, by deed dated February 1, 1940, re-
corded in Volume 205, Page 172 of Geauga County Records.




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<PAGE>   154
                                                                           (CEI)




                               GLENN SUBSTATION

   PARCEL NO. 163. Situated in the Village of Willoughby,
County of Lake and State of Ohio, and known as being in the
east end of Lots Nos. 58 and 57, Merchant's survey of the Village
of Willoughby:

   Beginning at a gas pipe stake set at the northeast corner of
said Lot No. 58; thence South 4 degrees 21' East, on the east line of said
Lots Nos. 58 and 57, 136.6 feet to the center of Glen Avenue;
thence South 87 degrees 24' West, on the center of Glen Avenue, 66 feet;
thence northerly, and at right angles with Glen Avenue, 30 feet
to a point in the north line of said Avenue marked by a gas pipe
stake 65 feet west of the east line of said Lots Nos. 58 and 57;
thence continuing northerly, and at right angles with said Ave-
nue, 106.4 feet to an iron gas pipe stake set in the north line of
said Lot No. 58; thence along the north line of said Lot No. 58
North 87 degrees 13' East, 61.6 feet (at 30.6 feet pass a stone marked
+ set at the southwest corner of land in Lot No. 59 now owned
by Susan Austin) to the place of beginning; containing .16 of
an acre of land and being 65 feet front on Glen Avenue.

                                ERIE SUBSTATION

   PARCEL NO. 164.  Situated in the City of Painesville, County
of Lake and State of Ohio, known as being a part of Lot No. 8,
Tract No. 2 of the Township of Painesville, and known also as a
part of the certain land described in the deed of Adella N. Can-
field and husband to E. Bingham Allen, Trustee, dated June 29,
1903, recorded in Volume 37, Page 205, of Lake County Records,
which same land was conveyed by E. Bingham Allen, Trustee, to
A. B. Cleveland, Trustee, by deed dated March 4, 1904, recorded
in Volume 38, Page 187, and by A. B. Cleveland, Trustee, to J. R.
Kraus, Trustee, by deed dated January 25, 1905, recorded in
Volume 36, Page 382, and by J. R. Kraus, Trustee, to The Cleve-
land, Painesville and Ashtabula Railroad Company, by deed dated
June 4, 1906, recorded in Volume 41, Page 436, and by The Cleve-
land, Painesville and Ashtabula Railroad Company to The Cleve-
land, Painesville and Eastern Railroad Company, by deed dated
December 27, 1916, recorded in Volume 67, Page 117, of Lake
County Records, the certain part of which land hereby conveyed
being bounded and described as follows:

   Beginning in the center of Erie Street at the southwest corner
of the land described in the deeds aforesaid; thence North 14 degrees




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                                                                           (CEI)





West, 80 feet; thence northeasterly and parallel with Erie
Street, 120 feet; thence South 14 degrees East, 80 feet to the center
of Erie Street; thence South 75 degrees 30' West, along the center line
of Erie Street 120 feet to the place of beginning; containing .22
of an acre of land.

   Said Parcels Nos. 163 and 164 being the premises conveyed to
the Company by The Cleveland, Painesville and Eastern Railroad
Company, by deed dated April 3, 1926, recorded in Volume 96,
Page 653, of Lake County Records.

                                 LEROY PROPERTY

   PARCEL NO. 165. Situated in the Township of Leroy, County
of Lake and State of Ohio, and known as being part of original
Lots Nos. 39 and 40 in said Township, and bounded and described
as follows:

   Beginning at an iron pipe set in the center line of Leroy
Center Road (60 feet in width) and at the southwesterly corner
of a parcel of land containing 75 acres deeded by Matti and Ma-
tilda Saari to Frank Tyjewski September 25, 1923, recorded
in Volume 90, Page 162, of Lake County Records, said be-
ginning point being also distant 977.4 feet easterly measured
along the center line of said Leroy Center Road, from an iron
pipe at the intersection of the center line of Breakman Road with
said Leroy Center Road, said beginning point being also the
southeasterly corner of land now owned by John A. Hoffman;
thence from said beginning point northerly, along the westerly
line of land so deeded to Frank Tyjewski as above noted, a dis-
tance of 500 feet to an iron pipe; thence easterly, and at right
angles to the westerly line of land so deeded to Frank Tyjewski as
above noted, a distance of 500 feet to an iron pipe; thence south-
erly, at right angles to said last described line and parallel with
the westerly line of land so deeded to Frank Tyjewski as above
noted, a distance of 501.02 feet to an iron pipe set in the center
line of said Leroy Center Road, said last described point in the
center line of Leroy Center Road being 1445.02 feet westerly
measured along the center line of said Leroy Center Road from
its intersection with the center line of Taylor Road (60 feet in
width); thence westerly, along the center line of said Leroy Cen-
ter Road, a distance of 500 feet to the place of beginning, and
containing 5.745 acres of land.

    Being the premises conveyed to the Company by Frank
Tyjewski, by deed dated May 3, 1927, recorded in Volume 113,
Page 182, of Lake County Records.


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                                                                           (CEI)





                              FAIRPORT SUBSTATION

   PARCEL NO. 166. Situated in the Village of Fairport, County
of Lake and State of Ohio, and known as being all of Sublot
No. 232, and the southerly 16 feet from front to rear of Sublot
No. 233 in the original Town of Grandon, being part of original
Painesville Township Lots Nos. 5 and 6, Tract No. 4, as shown by
the recorded plat in Volume A of Maps, Page 88, of Lake County
Records, together forming a parcel of land 82.5 feet front on
the Westerly side of High Street, and extending back of equal
width 198 feet deep as appears by said plat, be the same more
or less, but subject to all legal highways.

   Being the premises conveyed to the Company by J. B. McAree,
by deed dated May 23, 1927, recorded in Volume 109, Page 355,
of Lake County Records.

                                PARK SUBSTATION

   PARCEL NO. 167.  Situated in the Township of Painesville,
County of Lake, and State of Ohio, and known as being a part of
Original Lot No. 14 in Tract No. 1 of said Township, and bounded
and described as follows:

   Beginning at an iron pipe set in the Easterly line of said
Original Lot No. 14 (said Easterly line of Original Lot No. 14
being also the Easterly line of Park Road, 60 feet wide) at its
intersection with the Southerly line of a parcel of land containing
one and four tenths (1.4) acres conveyed by James W. Holcomb,
et al., to The Cleveland, Painesville and Ashtabula Railroad Com-
pany by deed dated July 5, 1902 and recorded in Volume 33,
Page 355 of Lake County Deed Records; thence Westerly along
the Southerly line of land so conveyed by James W. Holcomb.
et al., to The Cleveland, Painesville and Ashtabula Railroad
Company, as aforesaid (and passing through a concrete monu-
ment 22.32 feet Westerly from the center line of said Park Road)
a distance of 200 feet to an iron pipe; thence Northerly and
parallel with said Easterly line of said Original Lot No. 14 a dis-
tance of 78.03 feet to a point distant 50 feet Southerly by
rectangular measurement from the Southerly line of the right-
of-way (100 feet wide) of The New York Central Railroad Com-
pany; thence Easterly and parallel with and distant 50 feet
Southerly by rectangular measurement from said Southerly line
of the right-of-way of The New York Central Railroad Company
(and passing through a concrete monument 17.42 feet Easterly





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at right angles from the center line of said Park Road) a distance
of 206.93 feet to the Easterly line of said Original Lot No. 14;
thence Southerly along said Easterly line of Original Lot No. 14,
a distance of 130.97 feet to the place of beginning, and containing
0.4797 acre of land, according to the survey of George M. Garrett,
Registered Surveyor, Erie Building, Cleveland, Ohio, February
1, 1940, be the same more or less but subject to all legal highways.

   Being the premises conveyed to the Company by Fairport
Industrial Development Company, by deed dated April 22, 1940,
recorded in Volume 175, Page 586 of Lake County Records.

                                MENTOR WAREHOUSE

   PARCEL NO. 168. Situated in the Village of Mentor, County
of Lake and State of Ohio, and known as being a part of Lot
No. 8 in Tract No. 8 of Mentor Township, and bounded and de-
scribed as follows:

   Beginning at an iron pipe set in the center line of Munson
Street (formerly Station Street or Depot Street) and at the
southeasterly corner of the depot grounds (so called), said be-
ginning point being also at the northwesterly corner of land
deeded by Smith & Hart to S. L. Curtiss May 6, 1864, recorded
in Volume V, Page 462, of Lake County Records; thence from
said beginning point North 80 degrees 1' 10" East, along the center line
of said Munson Street, a distance of 48.10 feet to an iron pipe
set at the northeasterly corner of land deeded by E. M. Nowlen
to Susanna M. Curtiss June 23, 1868, recorded in Volume 1, Page
548, of Lake County Records, said last described point being also
the northwesterly corner of the second parcel of land deeded by
The Mentor Knitting Mills Company to Ben F. Hopkins Novem-
ber 10, 1916, recorded in Volume 60, Page 395, of Lake County
Records; thence South 13 degrees 40' 20" East, along the easterly line of
land so deeded by E. M. Nowlen to Susanna M. Curtiss as afore-
said, being also the westerly line of land deeded by The Mentor
Knitting Mills Company to Ben F. Hopkins, as aforesaid, a dis-
tance of 293.58 feet to an iron pipe set in the northerly line of the
right-of-way of the New York, Chicago & St. Louis Railway Com-
pany; thence South 56 degrees 40' 30" West, along the northerly line of
the right-of-way of the New York, Chicago & St. Louis Railway
Company, a distance of 202.03 feet to the westerly line of land
deeded by C. A. Nowlen to Susanna M. Curtiss April 23, 1869,
recorded in Volume 1, Page 549, of Lake County Records; thence
North 26 degrees 36' 30" West, along the westerly line of land so deeded




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                                                                           (CEI)

by C. A. Nowlen to Susanna M. Curtiss, as aforesaid, and con-
tinuing along the easterly line of land deeded by Susanna M. Cur-
tiss to Edward M. Nowlen June 22, 1868, recorded in Volume 2,
Page 152, of Lake County Records (the northerly part of said
last described line being the easterly line of land now owned by
Steve Kearean), a distance of 283.26 feet to an iron bolt in the
center line of Munson Street; thence North 52 degrees 30' East, along the
center line of Munson Street, a distance of 219.94 feet to an iron
bolt set at an angle in said Munson Street; thence North 80 degrees 01'
10" East, along the center line of Munson Street, a distance of
4.50 feet to the place of beginning; and containing 1.572 acres
of land, according to the survey of George M. Garrett, registered
surveyor of Cleveland, Ohio.

    Being the premises conveyed to the Company by The Lake
County Savings and Loan Company, by deed dated April 25, 1935,
recorded in Volume 153, Page 245, of Lake County Records.

                   BUCKEYE SUBSTATION

    PARCEL NO. 1. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being all of Sub-
lot No. 32 in R. Edwards Heirs' Allotment of part of Original
100-Acre Lots Nos. 425 and 426, as shown by the recorded plat
in Volume 27 of Maps, Page 9 of Cuyahoga County Records,
and being 50 feet front on the southwesterly side of South Wood-
land Avenue (now known as Buckeye Road S.E.); 138.87 feet
deep on the northwesterly line; 138.81 feet deep on the south-
easterly line, and 50 feet in the rear, as appears by said plat,
and containing 6,943 square feet or 0.159 acre of land, be the same
more or less, but subject to all legal highways.

     Being the premises conveyed to the Company by Clarence
E. Roberts by deed dated March 4, 1941, recorded in Volume
5199, Page 110 of Cuyahoga County Records.

      PARCEL NO. 2. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being a part of
Original 100-Acre Newburgh Township Lot No. 425, and bounded
and described as follows:

      Beginning in the center line of Woodhill Road, S.E., 80
feet in width, at the northwesterly corner of land conveyed by
Elbert H. and I. S. Baker to Elroy M. Avery, by deed dated
October 13, 1881, and recorded in Volume 328, Page 228 of
Cuyahoga County Records, said beginning point being also at





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                                                                           (CEI)





the southwesterly corner of land conveyed by J. H. Donahey,
et al., to The Northern Ohio Realty Company by deed dated
July 17, 1911, and recorded in Volume 1433, Page 277 of Cuya-
hoga County Records; thence South 68 degrees 15' 30" East along the
northerly line of land so conveyed to Elroy M. Avery as afore-
said, 435.68 feet to the southeasterly corner of land conveyed
to The Northern Ohio Realty Company as aforesaid, said south-
easterly corner being also the southwesterly corner of Sublot
No. 38 in R. Edwards Heirs' Allotment of part of Original
100-Acre Lots Nos. 425 and 426, as shown by the recorded plat
in Volume 27 of Maps, Page 9 of Cuyahoga County Records;
thence North 22 degrees 03' 10" East along the westerly lines of Sub-
lots Nos. 38, 37 and 36 in said R. Edwards Heirs' Allotment,
150.09 feet to the southeasterly corner of Sublot No. 34 in said
R. Edwards Heirs' Allotment; thence North 68 degrees 13' 40" West
along the southerly lines of Sublots Nos. 34, 33, 32 and 31 in
said R. Edwards Heirs' Allotment and along the southerly line
of land described as Parcel No. 7 in the deed to Union Proper-
ties, Inc., dated January 16, 1941, and recorded in Volume 5193,
Page 209 of Cuyahoga County Records, and along a westerly
prolongation of said southerly line, 436.16 feet to said center
line of Woodhill Road, S.E., 80 feet in width; thence South 21 degrees
52' 00" West along said center line of Woodhill Road, S.E., 80
feet in width, 150.32 feet to the place of beginning, and contain-
ing 1.5035 acres of land, according to the survey made March 19,
1941, by George M. Garrett, Registered Surveyor No. 826, be the
same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by the North-
ern Ohio Realty Company by deed dated April 2, 1941, recorded
in Volume 5222, Page 482 of Cuyahoga County Records.

                   LLOYD SUBSTATION

     PARCEL NO. 3. Situated in the Village of Wickliffe, County
of Lake and State of Ohio, and known as being a part of Original
Willoughby Township Lot No. 6, in Tract No. 12, and bounded
and described as follows:





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<PAGE>   160
                                                                           (CEI)




    Beginning in the center line of St. Clair Road, 80 feet in
width, at its point of intersection with the southwesterly line
of said Original Lot No. 6; thence South 48 degrees 25' 25" East along
said southwesterly line of said Original Lot No. 6, 681.25 feet
to the northwesterly line of the right-of-way of The New York
Central Railroad Company, said southwesterly line of said Origi-
nal Lot No. 6 being also the northeasterly line of land conveyed
to The Lubri-Graph Corporation (now by change of name The
Lubri-Zol Corporation) by deed dated August 28, 1931, and
recorded in Volume 142, Page 299 of Lake County Records, and
the northeasterly line of the Depot Grounds of The New York
Central Railroad Company; thence North 53 degrees 48' 00" East along
said northwesterly line of the right-of-way of The New York
Central Railroad Company, 401.67 feet to the southwesterly line
of land conveyed to John H. Hogg by deed dated April 1, 1919,
and recorded in Volume 66, Page 95 of Lake County Records;
thence North 48 degrees 18' 55" West along said southwesterly line of
the land so conveyed to John H. Hogg as aforesaid, 717.35 feet
to said center line of St. Clair Road; thence South 48 degrees 39' 35"
West along said center line of St. Clair Road, 396.94 feet to the
place of beginning, and containing 6.3139 acres of land, be the
same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by Thalia
Reese Fuller, et al., by deed dated April 29, 1941, recorded in
Volume 181, Page 25 of Lake County Records.


                  FIRWOOD SUBSTATION

    PARCEL NO. 4. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Euclid Township Tract No. 14, and bounded and de-
scribed as follows:

    Beginning at the intersection of the center line of Notting-
ham Road, N.E., (formerly Dille Road) as originally estab-
lished, 40 feet wide, with the center line of Firwood Avenue,
N.E., (formerly Kirkwood Street) 50 feet wide; thence north-
westerly along the center line of Nottingham Road, N.E., as





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<PAGE>   161
                                                                           (CEI)





originally established, 40 feet wide, forming an included angle
of 90 degrees 02' 40" with said Firwood Avenue, N.E., a distance of
135 feet to a point; thence southwesterly, forming an included
angle of 89 degrees 57' 20" with said Nottingham Road, N.E., and
passing through an iron pin which is distant 40 feet southwest-
erly from the center line of Nottingham Road, a distance of
359.11 feet to an iron pin; thence southeasterly forming an in-
cluded angle of 90 degrees 03' 15" with the last described line, and
passing through an iron pin on the northwesterly side of Fir-
wood Avenue, N.E., a distance of 135 feet to the center line of
Firwood Avenue, N.E.; thence northeasterly along the center
line of Firwood Avenue, N.E., forming an included angle of
89 degrees 56' 45" with the last described line, a distance of 359.13 feet
to the place of beginning and containing 1.1130 acres of land,
according to a survey dated July 30, 1941, made by George M.
Garrett, Registered Surveyor, be the same more or less, but sub-
ject to all legal highways.

    Being the premises conveyed to the Company by The Ceico
Company by deed dated December 22, 1941, recorded in Volume
5417, Page 627 of Cuyahoga County Records.

                ILLUMINATING BUILDING

    PARCEL NO. 5. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Two-Acre Lots Nos. 59 and 60, and bounded and de-
scribed as follows:

    Beginning on the northerly line of the Public Square at a
point 5 1/3 rods westerly from its point of intersection with the
easterly line of said Original Lot No. 60, which easterly line is
also the westerly line of Ontario Street; thence northerly on a
line parallel to said westerly line of Ontario Street 9 rods; thence
westerly on a line parallel to said northerly line of the Public
Square about 79 3/4 feet to the easterly line of Court Place, now
known as West 2nd Street; thence southerly along said easterly
line of West 2nd Street, 12 feet to its point of intersection with





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<PAGE>   162
                                                                           (CEI)




the southerly line of land conveyed by Leonard Case and wife
to Hannah Clisbee by deed dated November 23, 1826, and re-
corded in Volume F, Page 380 of Cuyahoga County Records;
thence easterly on a line parallel to said northerly line of the
Public Square and along the southerly line of land so conveyed
to Hannah Clisbee, about 34 3/4 feet to the westerly line of land
so conveyed; thence southerly along said westerly line of land
so conveyed, 8 rods 4 1/2 feet to the northerly line of the Public
Square; thence easterly along said northerly line of the Public
Square, 45 feet to the place of beginning, be the same more or
less, but subject to all legal highways.

    PARCEL NO. 6. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Two-Acre Lot No. 59, and bounded and described as
follows:

    Beginning on the northerly line of the Public Square, at its
point of intersection with the easterly line of Court Place, now
known as West 2nd Street; thence northerly along said easterly
line of West 2nd Street, 8 rods 4 1/2 feet to its point of inter-
section with the southerly line of land conveyed by Leonard
Case and wife to Hannah Clisbee by deed dated November 23,
1826, and recorded in Volume F, Page 380 of Cuyahoga County
Records; thence easterly on a line parallel to said northerly line
of the Public Square, and along the southerly line of land so
conveyed to Hannah Clisbee, about 34 3/4 feet to the westerly line
of land so conveyed; thence southerly along said westerly line
of land so conveyed, 8 rods 4 1/2 feet to the northerly line of the
Public Square; thence westerly along said northerly line of the
Public Square, about 34 3/4 feet to the place of beginning, be the
same more or less, but subject to all legal highways.

   PARCEL NO. 7. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Two-Acre Lots Nos. 59 and 60, and bounded and de-
scribed as follows:





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<PAGE>   163
                                                                           (CEI)





    Beginning on the northeasterly line of Court Place, now
known as West 2nd Street, at the northwesterly corner of land
conveyed by Leonard Case and wife to Hannah Clisbee by deed
dated November 23, 1826, and recorded in Volume F, Page 380
of Cuyahoga County Records; thence northeasterly along the
northwesterly line of land so conveyed, about 79 3/4 feet to the
southwesterly corner of land conveyed by William Bingham and
wife to The First Presbyterian Society of Cleveland by deed
dated September 5, 1871, and recorded in Volume 198, Page 357
of Cuyahoga County Records; thence northwesterly along the
southwesterly line of land so conveyed to The First Presbyterian
Society of Cleveland, and said southwesterly line prolonged,
19.85 feet; thence southwesterly on a line parallel to the north-
westerly line of said land conveyed to Hannah Clisbee as afore-
said, about 79 3/4 feet to the northeasterly line of West 2nd Street;
thence southeasterly along said northeasterly line of West 2nd
Street, 19.85 feet to the place of beginning, be the same more or
less, but subject to all legal highways.

    Said Parcels Nos. 5, 6 and 7 being the premises conveyed
to the Company by The Power & Light Building Company, by
deed dated December 30, 1941, recorded in Volume 5418, Page
598 of Cuyahoga County Records.

                        LEROY CENTER SWITCHING STATION

    PARCEL NO. 8. Situated in the Township of Leroy, County
of Lake and State of Ohio, and known as being a part of Origi-
nal Lot No. 40 in said Township, and being a strip of land 10
feet in width bounded and described as follows:

     Beginning in the center line of Leroy Center Road, so called,
60 feet in width, at the southeasterly corner of land conveyed to
The Cleveland Electric Illuminating Company by deed dated
May 3, 1927, and recorded in Volume 113, Page 182 of Lake
County Records;

     COURSE I: Thence northerly along the easterly line of land
so conveyed to The Cleveland Electric Illuminating Company





                                     A-107

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<PAGE>   164
                                                                           (CEI)




as aforesaid, and along a northerly prolongation thereof, 550
feet;

    COURSE II: Thence easterly on a line parallel with said
center line of Leroy Center Road, 10 feet;

    COURSE III: Thence southerly on a line parallel with and
distant 10 feet easterly by rectangular measurement from said
COURSE No. I herein described, 550 feet to said center line of
Leroy Center Road;

    COURSE IV: Thence westerly along said center line of
Leroy Center Road, 10 feet to the place of beginning, and con-
taining 0.126 acre of land, be the same more or less, but subject
to all legal highways.

    Being the premises conveyed to the Company by Frank
Tyjewski, by deed dated December 26, 1941, recorded in Volume
185, Page 83 of Lake County Records.

    PARCEL NO. 9. Situated in the Township of Leroy, County
of Lake and State of Ohio, and known as being a part of Origi-
nal Lot No. 40 in said Township, and being a strip of land ten
feet in width, bounded and described as follows:

    Beginning in the center line of Leroy Center Road, so called,
60 feet in width, at the southwesterly corner of land conveyed
to The Cleveland Electric Illuminating Company by deed dated
May 3, 1927, and recorded in Volume 113, Page 182 of Lake
County Records;

    COURSE I: Thence northerly along the westerly line of land
so conveyed to The Cleveland Electric Illuminating Company
as aforesaid, 208.7 feet to the northeasterly corner of land con-
veyed to Martin E. Hoffman, et al., by deed dated January 30,
1932, and recorded in Volume 139, Page 547 of Lake County
Records;

    COURSE II: Thence westerly on a line parallel with said
center line of Leroy Center Road, 10 feet;





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<PAGE>   165
                                                                           (CEI)





    COURSE III: Thence southerly on a line parallel and dis-
tant 10 feet westerly by rectangular measurement from COURSE
I herein described, 208.7 feet to said center line of Leroy Center
Road;

    COURSE IV: Thence easterly along said center line of
Leroy Center Road, 10 feet to the place of beginning, and con-
taining 0.048 acre of land, be the same more or less, but sub-
ject to all legal highways.

    Being the premises conveyed to the Company by Martin
E. Hoffman and Syvelia Hoffman, by deed dated January 10,
1942, recorded in Volume 185, Page 112 of Lake County Records.

    PARCEL NO. 10. Situated in the Township of Leroy, County
of Lake and State of Ohio, and known as being a part of Origi-
nal Lot No. 40 in said Township, and being a strip of land ten
feet in width, bounded and described as follows:

    Beginning in the westerly line of land conveyed to The
Cleveland Electric Illuminating Company by deed dated May
3, 1927, and recorded in Volume 113, Page 182 of Lake County
Records, at the northeasterly corner of land conveyed to Martin
E. Hoffman, et al., by deed dated January 30, 1932, and re-
corded in Volume 139, Page 547 of Lake County Records, said
point of beginning being also distant 208.7 feet northerly from
the center line of Leroy Center Road, so called, as measured
along the westerly line of land so conveyed to The Cleveland
Electric Illuminating Company as aforesaid;

    COURSE I: Thence northerly along the westerly line of land
so conveyed to The Cleveland Electric Illuminating Company
as aforesaid, and along the westerly line of land conveyed to
Frank Tyjewski by deed dated September 24, 1923, and re-
corded in Volume 90, Page 162 of Lake County Records, 341.3
feet;

    COURSE II: Thence westerly on a line parallel with said
center line of Leroy Center Road, 10 feet;





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<PAGE>   166
                                                                           (CEI)




    COURSE III: Thence southerly on a line parallel with and
distant 10 feet westerly by rectangular measurement from
COURSE I herein described, 341.3 feet to the northerly line of
land so conveyed to Martin E. Hoffman, et al., as aforesaid;

    COURSE IV: Thence easterly along said northerly line of
land so conveyed to Martin E. Hoffman, et al., as aforesaid, 10
feet to the place of beginning, and containing 0.078 acre of land,
be the same more or less.

    Being the premises conveyed to the Company by John A.
Hoffman and Anna Hoffman, by deed dated January 10, 1942,
recorded in Volume 185, Page 111 of Lake County Records.

               MARKS SWITCHING STATION

    PARCEL NO. 11. Situated in the City of Berea, County of
Cuyahoga and State of Ohio, and known as being a part of
Original Middleburgh Township Section No. 25, and bounded
and described as follows:

    Beginning at an iron pipe monument set in the West line
of said Section No. 25 and distant North 1946.61 feet, (measured
along the West line of Section No. 25), from an iron pin monu-
ment set in the center line of Sprague Road, 60 feet wide, at
the southwesterly corner of said Section No. 25; thence North
from said point of beginning along the West line of said Sec-
tion No. 25, a distance of 779.51 feet to a stone monument set
in a southwesterly corner of land conveyed to Paul R. Critzer
and Jane P. Critzer by deed dated October 11, 1934, and re-
corded in Volume 4442, Page 610 of Cuyahoga County Records;
thence South 88 degrees 21' 00" East along a southerly line of land
so conveyed to Paul R. Critzer and Jane P. Critzer as afore-
said, a distance of 330.14 feet to an iron pipe monument set in
the northeasterly corner of land conveyed to Francis R. Sheer
and Fredericka Sheer by deed dated June 8, 1926, and recorded
in Volume 3437, Page 99 of Cuyahoga County Records, said
last described iron pipe monument being distant 330 feet east-





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<PAGE>   167
                                                                           (CEI)





erly by rectangular measurement from said West line of said
Section No. 25; thence South along the easterly line of land so
conveyed to Francis R. Sheer and Fredericka Sheer as afore-
said, and parallel with said West line of said Section No. 25, a
distance of 770.00 feet to an iron pipe monument; thence West
and at right angles to said last described course, 330 feet to the
place of beginning, and containing 255,669 square feet of land
or 5.87 acres, according to the survey made by George M.
Garrett, Registered Surveyor, January 29, 1942.

    PARCEL NO. 12. Situated in the City of Berea, County of
Cuyahoga and State of Ohio, and known as being a part of
Original Middleburgh Township Section No. 25, and being a
strip of land 30.00 feet in width, and bounded and described as
follows:

    Beginning at an iron pin monument set in the center line
of Sprague Road, 60 feet in width, and at the southwesterly
corner of Original Section No. 25 of Middleburgh Township;
thence North along the West line of said Middleburgh Township
Section No. 25, which is also the West line of land conveyed to
Francis R. Sheer and Fredericka Sheer by deed dated June 8,
1926, and recorded in Volume 3437, Page 99 of Cuyahoga County
Deed Records, a distance of 1946.61 feet to an iron pipe monu-
ment; thence East, and at right angles to said last described
line, a distance of 30.00 feet to an iron pipe monument; thence
South and parallel with the West line of said Middleburgh
Township Section No. 25 and 30.00 feet distant East therefrom,
a distance of 1946.29 feet to the center line of said Sprague
Road; thence South 89 degrees 23' 00" West along the center line of
Sprague Road, a distance of 30.00 feet to the place of beginning,
and containing 58,393.50 square feet of land or 1.3404 acres,
according to the survey of George M. Garrett, Registered Sur-
veyor, January 29, 1942, be the same more or less, but subject
to all legal highways and to the reservation in the deed to the
Company, dated March 23, 1942, recorded in Volume 5432, Page
68 of Cuyahoga County Records, reserving to Fredericka Sheer,
her heirs and assigns, the right to use said Parcel No. 12 as a





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<PAGE>   168
                                                     (CEI)




means of access, ingress and egress to and from adjacent lands
of said Fredericka Sheer, and as a means of access to public
highways or streets now or hereafter dedicated to public use;
also the right to construct, operate and maintain sewers, drains,
conduits, pipe lines and public utility connections across said
Parcel No. 12 at such locations, grades and elevations as may
be mutually agreed upon by said Fredericka Sheer and the
Company.

    Said Parcels Nos. 11 and 12 being subject to a pipe line
right-of-way dated October 15, 1914 and recorded in Volume
1614, Page 158 of Cuyahoga County Records; a pipe line right-
of-way dated September 21, 1915 and recorded in Volume 1710,
Page 488 of Cuyahoga County Records; and a pipe line right-
of-way dated December 10, 1935 and recorded in Volume 4582.
Page 225 of Cuyahoga County Records.

    Said Parcels Nos. 11 and 12 being the premises conveyed
to the Company by Fredericka Sheer by deed dated March 23,
1942, recorded in Volume 5432, Page 68 of Cuyahoga County
Records.


             MAYFIELD SWITCHING STATION

    PARCEL NO. 13. Situated in the Township of Chester, County
of Geauga and State of Ohio, and known as being a part of Lot
No. 34 in Tract No. 3 of Chester Township, and bounded and
described as follows:

    Beginning in the center line of Mayfield Road, also known
as the Cleveland-Meadville Road (said center line of Mayfield
Road being also known as the south line of said Lot No. 34),
at a point distant 60 feet westerly from the southeasterly corner
of said Lot No. 34, as measured along said center line of May-
field Road; thence from said place of beginning northerly and
parallel with the easterly line of said Lot No. 34, 256.87 feet;
thence easterly and parallel with the said center line of Mayfield
Road, a distance of 60 feet to the said easterly line of said Lot No.
34; thence northerly along the said easterly line of said Lot No.





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<PAGE>   169
                                                                           (CEI)




34 and making an interior angle of 89 degrees 04' 20" with the last de-
scribed course, 243.13 feet to a point; thence westerly and
parallel with the said center line of Mayfield Road a distance of
572.37 feet to the easterly line of land conveyed to Lennah Bond
by deed dated July 6, 1923, and recorded in Volume 203, Page
550 of Geauga County Records; thence southerly along said
easterly line of land so conveyed to Lennah Bond as aforesaid,
a distance of 500 feet to the said center line of Mayfield Road
and making an interior angle of 90 degrees 27' 30" with the said center
line of Mayfield Road; thence easterly along the said center
line of Mayfield Road, 516.47 feet to the place of beginning, and
containing 6.239 acres of land, be the same more or less, but
subject to all legal highways.

    Being the premises conveyed to the Company by The Ceico
Company by deed dated April 30, 1942, recorded in Volume 208,
Page 600 of Geauga County Records.

                   CLARK SUBSTATION

    PARCEL NO. 14. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Brooklyn Township Lot No. 85, and bounded and de-
scribed as follows:

    Beginning at a stone monument on the northwesterly line
of The Baltimore and Ohio Railroad Company's right-of-way,
at the most northerly corner of Parcel No. "E" conveyed to The
Otis Steel Company, by deed dated January 17, 1913, and re-
corded in Volume 1432, Page 241 of Cuyahoga County Records;
thence North 32 degrees 35' 38" East along the northwesterly line of
said right-of-way, 407.44 feet to a point; thence North 89 degrees 45' 10"
West, 94.69 feet to an iron pin which is distant 80 feet north-
westerly, at right angle measurement, from the northwesterly
line of said right-of-way and the principal place of beginning of
the premises herein described; thence South 32 degrees 35' 38" West
and parallel to the northwesterly line of said right-of-way, 341.16
feet to an iron pin; thence South 54 degrees 39' 57" West and parallel





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                                                                           (CEI)

to the northwesterly line of said Parcel No. "E" conveyed to
The Otis Steel Company, 522.095 feet to a point; thence North
00 degrees 14' 50" East, 592.01 feet to a point; thence South 89 degrees 45'
10" East, 607.15 feet to the principal place of beginning, and con-
taining 4.894 acres of land, according to a survey dated July 31,
1941, made by George M. Garrett, Registered Surveyor, be the
same more or less, but subject to all legal highways.

   Being the premises conveyed to the Company by The Cuya-
hoga Valley Realty Company by deed dated September 30, 1942,
recorded in Volume 5472, Page 101 of Cuyahoga County Records.


                         CANAL STREET STATION ADDITION

    PARCEL NO. 1.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Two Acre Lot Number Two Hundred Twelve (212),
and bounded and described as follows:

    Beginning at the intersection of the southwesterly line of
Canal Street (formerly Kinsman Street) with the southerly line
of said Original Two Acre Lot No. 212;

    Thence South 56 degrees 20' 40" West, along said southerly line
of Original Two Acre Lot No. 212, about Ninety-five and 69/100
(95.69) feet to the easterly line of the Ohio Canal lands as estab-
lished by the Canal Commission;

   Thence North 53 degrees 10' 48" West, along said easterly line
of the Ohio Canal lands, about forty and 48/100 (40.48) feet
to an angle;

    Thence North 59 degrees 22' 47" West, continuing along the said
easterly line of the Ohio Canal lands, about Ninety-one (91.00)
feet to a point in the southerly line of Canal Street Diversion,
48 feet wide, as shown by Plat of said Diversion recorded in
Volume 126, Page 30, of Cuyahoga County Map Records;

    Thence South 84 degrees 03' 05" East, along said southerly line
of Canal Street Diversion, about One Hundred Fifty-eight and
98/100 (158.98) feet to an angle;

    Thence South 88 degrees 03' 05" East, along said southerly line
of Canal Street Diversion, about Thirty-two and 26/100 (32.26)
feet to the place of beginning, and containing Five Thousand
Three Hundred Seventy (5370) square feet more or less, but
subject to all legal highways.

    Being the premises conveyed to the Company by The Cleve-
land Union Terminals Company, a corporation, by deed dated
May 21, 1945, recorded in Volume 6001, Page 284 of Cuyahoga
County Records.

    Said premises are subject to the right and privilege of
The Cleveland Union Terminals Company, its successors and
assigns, to enter upon said land for the purpose of maintaining,
repairing, reconstructing and replacing the reinforced concrete
counter-forted retaining wall upon the westerly portion of said
premises and said The Cleveland Union Terminals Company,




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<PAGE>   171
                                                                           (CEI)





its successors and assigns, agrees to maintain, repair, reconstruct
and replace said retaining wall, it being agreed that the Com-
pany, its successors and assigns shall have no duty or obligation
with respect thereto.

   Said premises are also subject to the right and privilege of
The Cleveland Union Terminals Company, its successors and
assigns, to construct, maintain, repair, renew and use a sewer
across said premises extending from Canal Road, N.W. to the
Cuyahoga River, all without cost or expense to the Company, its
successors and assigns, the location, size, depth and type of con-
struction of said sewer to be subject to the approval of the Com-
pany, its successors and assigns, with the right on the part of
the Company, its successors and assigns, to require said sewer
to be relocated without cost or expense to it whenever, in the
opinion of the Company, its successors and assigns, the develop-
ment and improvement of said premises reasonably require such
re-location.


                 THOMPSON STATION

    PARCEL NO. 2.  Situated in the Township of Thompson,
County of Geauga and State of Ohio, and known as being a part
of Original Lot No. 21 in said Township, and bounded and de-
scribed as follows:

   Beginning on the north line of said Original Lot No. 21 at
the northeast corner of land conveyed to Robert G. Bartz by
deed dated August 20, 1937, and recorded in Volume 199, Page
284 of Geauga County Records; thence south along the east line
of land so conveyed to Robert G. Bartz 268.62 feet to the south
line of land so conveyed to Robert G. Bartz as aforesaid; thence
west along said south line 50 feet to the east line of land now
or formerly owned by James Chadwick; thence north along the
east line of land now or formerly owned by James Chadwick, a
distance of 50 feet; thence east and parallel to the north line of
said Original Lot No. 21, to a point 15 feet west by rectangular
measurement from the east line of land conveyed to Robert G.
Bartz as aforesaid; thence north and parallel to said east line
of land so conveyed to Robert G. Bartz, and distant 15 feet
westerly by rectangular measurement therefrom, to the north
line of said Original Lot No. 21; thence east along said north
line to the place of beginning and containing 0.133 acre of land
be the same more or less but subject to all legal highways.

   Being the premises conveyed to the Company by Clara E.
Wallace, widow, by deed dated May 28, 1945, recorded in Volume
218, Page 486 of Geauga County Records.





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<PAGE>   172
                                                                           (CEI)





                               GIBSON SUBSTATION

    PARCEL NO. 3.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being all of Sub-
lot No. 1641 and part of Sublots Nos. 1640 and 1642 in The
Lorain Street and Denison Avenue Land Company's Re-Sub-
division of a part of said Company's former Subdivision of a
part of Original Brooklyn Township Lots Nos. 6 and 7, as shown
by the plat of said Re-Subdivision in Volume 34 of Maps, Page
23 of Cuyahoga County Records, and bounded and described
as follows:

    Beginning on the South easterly line of Lorain Avenue, 80
feet wide, at a point distant 15.00 feet Northeasterly measured
along said Southeasterly line from the Northwesterly corner of
said Sublot No. 1642; thence Northeasterly along the said
Southeasterly line of Lorain Avenue, 96.49 feet to a point distant
10.00 feet Southwesterly from the Northwesterly corner of Sub-
lot No. 1639 in said Re-Subdivision, as measured along said
Southeasterly line of Lorain Avenue; thence Southeasterly at
right angles to the said Southeasterly line of Lorain Avenue,
121.28 feet to the Westerly line of Sublot No. 1646 in said Re-
Subdivision; thence Southerly along the Westerly line of Sublot
No. 1646 and at right angles to the Northerly line of Ignatius
Avenue, S.W., 60 feet in width, a distance of 85.31 feet to an
iron pin monument set in the said Northerly line of Ignatius
Avenue, S.W.; thence Westerly along the said Northerly line
of Ignatius Avenue, S.W., being also along the Southerly line of
said Sublots Nos. 1640, 1641 and 1642, 86 feet to a point distant
Easterly 34 feet from the Southwest corner of said Sublot No.
1642, as measured along its Southerly line; thence Northerly on a
line at right angles to the Northerly line of Ignatius Avenue,
S.W., about 41.35 feet to its intersection with a line drawn from
the point of beginning Southeasterly from and at right angles
to the Southeasterly line of Lorain Avenue; thence Northwest-
erly along said intersecting line, 125.62 feet to the place of be-
ginning and containing 0.3985 acre of land, be the same more
or less, but subject to all legal highways.

    Being a portion of the premises conveyed to the Company
by Harry P. Boehm and Barbara Boehm, husband and wife, by
warranty deed dated February 5, 1946, recorded in Volume
6039, Page 304 of Cuyahoga County Records.


                        ILLUMINATING-ST. CLAIR BUILDING

    PARCEL NO. 4.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original 2 Acre Lots Nos. 58 and 59, and bounded and described
as follows:





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                                                                           (CEI)





   Beginning at the intersection of the Southeasterly line of
St. Clair Avenue, N.W., with the Southwesterly line of West 2nd
Street; thence Southwesterly along the Southeasterly line of
St. Clair Avenue N.W., 146.83 feet to the most Northerly corner
of land conveyed to Massachusetts Mutual Life Insurance Com-
pany by deed dated December 18, 1935, and recorded in Volume
4565, Page 586 of Cuyahoga County Records; thence Southeast-
erly along the Northeasterly line of land so conveyed to Massa-
chusetts Mutual Life Insurance Company, 165 feet to the North-
westerly line of Broome Court N.W.; thence Northeasterly along
the Northwesterly line of Broome Court N.W., 146.83 feet to the
Southwesterly line of West 2nd Street; thence Northwesterly
along the Southwesterly line of West 2nd Street, 165 feet to the
place of beginning, together with all the rights created by the
party wall agreement between The Union Paper and Twine
Company and Clara S. Hay, dated November 14, 1913 and
recorded in Volume 1533, Page 112 of Cuyahoga County, Ohio,
Records, be the same more or less, but subject to all legal
highways.

    Being the premises conveyed to the Company by The Ohio
National Bank of Columbus, Successor Trustee, by deed dated
March 26, 1946, recorded in Volume 6055, Page 652 of Cuyahoga
County Records.

    Said premises are subject to the rights of other parties
and their successors in interest to a certain party wall agree-
ment between The Union Paper & Twine Company and Clara S.
Hay, dated November 14, 1913, and recorded in Volume 1533,
Page 112 of Cuyahoga County Records.

                 HUMMEL SUBSTATION

    PARCEL NO. 5.  Situated in the Village of Brook Park,
County of Cuyahoga and State of Ohio, and known as being
a part of Original Middleburgh Township Lot No. 2, Section
No. 1, and being a triangular parcel of land bounded and de-
scribed as follows:

    Beginning In the center line of West 130th Street, 60 feet
in width, (formerly Settlement Road) at its intersection with
the southeasterly line of the 66-foot right-of-way of the Balti-
more and Ohio Railroad Company; thence southwesterly along
the said southeasterly line of said 66-foot right-of-way of the
Baltimore and Ohio Railroad Company, a distance of 1457.07
feet to its intersection with the center line of Hummel Road, 60
feet in width; thence easterly along the center line of said
Hummel Road a distance of 771.88 feet to its intersection with
center line of said West 130th Street, passing through a copper
pin monument in the center of said Hummel Road at a point 0.51





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<PAGE>   174
                                                                           (CEI)





feet westerly from the center line of said West 130th Street;
thence northerly along the center line of said West 130th Street
a distance of 1248.69 feet to the place of beginning and con-
taining 11.0617 acres of land, be the same more or less but
subject to all legal highways.

    Being the premises conveyed to the Company by the Calvary
Cemetery Association of Cleveland, Ohio, by deed dated April
15, 1946, recorded in Volume 6068, Page 1 of Cuyahoga County
Records.

    Subject to the rights created by a certain agreement
between Katherine Rasp and The Buckeye Pipe Line Company,
dated December 8, 1915, recorded in Vol. 1749, page 90 of
Cuyahoga County Records, granting to said The Buckeye Pipe
Line Company, its successors and assigns, a right-of-way to
lay, maintain, operate and remove pipe lines over and through
said premises.


       FOWLES SWITCHING STATION ADDITION

    PARCEL NO. 6.  Situated in the Village of Middleburgh
Heights, County of Cuyahoga and State of Ohio, being parts of
Original Middleburgh Township Section No. 15, and bounded
and described as follows, to wit:

    Beginning in the East line of land devised to Warren D.
Gardner by will, as appears in Volume P, Page 326, of Cuyahoga
County Records of Wills, at the southeast corner of land con-
veyed to The Cleveland Electric Illuminating Company by deed
dated February 24, 1925, and recorded in Volume 3238, Page
466, of Cuyahoga County Records; thence South 3 degrees 08' 10"
East along said East line of land devised to Warren D. Gardner,
as aforesaid, 180.27 feet; thence West a distance of 852.16 feet
to the southeasterly line of land conveyed to The Cleveland,
Lorain and Wheeling Railway Company (now The Baltimore
and Ohio Railway Company), by deed dated March 6, 1894, and
recorded in Volume 581, Page 170, of Cuyahoga County Records;
thence North 39 degrees 03' 05" East along said southeasterly line of
land conveyed to The Cleveland, Lorain and Wheeling Railway
Company, as aforesaid, 231.79 feet to the southerly line of land
conveyed to The Cleveland Electric Illuminating Company, as
aforesaid; thence East along said southerly line of land so
conveyed to The Cleveland Electric Illuminating Company, as
aforesaid, 696.27 feet to the place of beginning and containing
3.1992 acres of land, be the same more or less, but subject to all
legal highways.

    PARCEL NO. 7.  Situated in the Village of Middleburgh
Heights, County of Cuyahoga and State of Ohio, being parts of





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                                                                           (CEI)





Original Middleburgh Township Section No. 15, and bounded
and described as follows, to wit:

    Beginning in the center line of Main Street Extension at its
intersection with the southeasterly line of land conveyed to The
Cleveland, Lorain and Wheeling Railway Company (now The
Baltimore and Ohio Railway Company) by deed dated March
6, 1894, and recorded in Volume 581, Page 170, of Cuyahoga
County Records; thence North 39 degrees 03' 05" East, 169.31 feet
along said southeasterly line of land conveyed to The Cleveland,
Lorain and Wheeling Railway Company, as aforesaid, to a point
distant southwesterly 231.79 feet from the southwesterly corner
of land conveyed to The Cleveland Electric Illuminating Company
by deed dated February 24, 1925, and recorded in Volume 3238,
Page 466, of Cuyahoga County Records; thence East, 64.38 feet;
thence South 39 degrees 03' 05" West, 197.10 feet to the said center
line of Main Street Extension; thence North 65 degrees 16' 55" West,
along said center line of Main Street Extension, 51.61 feet to
the place of beginning and containing 0.210 acre of land, be the
same more or less but subject to all legal highways;

    Said Parcels 6 and 7 being a portion of the premises con-
veyed to the Company by Leona E. Gardner, et al., by deed dated
May 25, 1946, recorded in Volume 6083, Page 495 of Cuyahoga
County Records.

    Said parcels 6 and 7 are subject to the rights, if any, created
by pipe line right-of-way granted by instrument dated Septem-
ber 29, 1914 recorded in Vol. 1612, page 389 of Cuyahoga County
Records; oil and gas lease dated May 16, 1914, recorded in Vol.
71, page 113-a of Cuyahoga County Lease Records; pipe-line
right-of-way dated September 21, 1915, recorded in Vol. 1699,
page 637; pipe-line right-of-way dated September 7, 1917 re-
corded in Vol. 1978, page 245; pipe-line and telephone or tele-
graph right-of-way dated September 11, 1917, recorded in Vol.
1978, page 574 of Cuyahoga County Records.


             LAKE SUBSTATION ADDITION

    PARCEL NO. 8. Situated in the Village of Avon Lake, County
of Lorain and State of Ohio, and known as being a part of
Original Avon Township Section No. 6, and bounded and de-
scribed as follows:

    Beginning in the southeast corner of land conveyed to The
Cleveland Electric Illuminating Company by deed dated August
29, 1925, and recorded in Volume 215, Page 19, of Lorain County
Records; thence South 20 degrees 56' West along the southerly pro-
longation of the easterly line of land conveyed to The Cleveland
Electric Illuminating Company as aforesaid, about 56.63 feet to





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                                                                           (CEI)





a point distant southerly 45 feet by rectangular measurement
from the southerly line of land conveyed to The Cleveland Elec-
tric Illuminating Company as aforesaid; thence South 73 degrees 33'
West on a line parallel with said southerly line and distant 45
feet southerly by rectangular measurement therefrom, about 274
feet to the easterly line of land conveyed to George F. Smith by
deed dated June ...., 1908, and recorded in Volume 109, Page 367,
of Lorain County Deed Records; thence Northerly along the
easterly line of said land so conveyed to George F. Smith as
aforesaid to the southwest corner of land conveyed to The Cleve-
land Electric Illuminating Company as aforesaid; thence North
73 degrees 33' East along the said southerly line of land conveyed to
The Cleveland Electric Illuminating Company as aforesaid,
292.31 feet to the place of beginning and containing 0.294 acre
of land, be the same more or less; but subject to all legal high-
ways;

    Being the premises conveyed to the Company by William
Frielingsdorf and Ethel Frielingsdorf by deed dated June 18,
1946, recorded in Volume 390, Page 66 of Lorain County Records.





       NEW RIDGE SUBSTATION (Brookpark Road)

    PARCEL NO. 11. Situated in the City of Parma, County of
Cuyahoga and State of Ohio. Known as being Sublots Nos. 15,
16, 17 and a part of Block A in The R. and S. Realty Company's
Brookpark-Ridge Subdivision of a part of Original Parma Town-
ship Lot No. 4 in the Blake Tract, as shown by the recorded plat
in Volume 97 of Maps, Page 36 of Cuyahoga County Records,
and together forming a parcel of land bounded and described
as follows:

    Beginning on the southerly line of Brookpark Road, 100
feet wide, at the northeasterly corner of said Sublot No. 17;
thence westerly along the southerly line of Brookpark Road, 135
feet to the northwesterly corner of said Sublot No. 15; thence
southerly along the westerly line of said Sublot No. 15 and the
southerly extension thereof, 168.46 feet to the southerly line of
said Block A; thence easterly along the southerly line of Block
A, 132.38 feet to the southeasterly corner thereof; thence north-
erly along the easterly line of said Block A and the easterly
line of said Sublot No. 17, 168.46 feet to the place of beginning,
as appears by said plat, containing 0.517 acres of land, be the
same or more less, but subject to all legal highways;





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<PAGE>   177
                                                                           (CEI)





    Subject also to a 3 ft. easement for public service poles,
pipes and conduits affecting only the rear 3 ft. of sublots Nos.
15, 16 and 17 as shown on plat of The R. and S. Realty Com-
pany's Brookpark-Ridge Subdivision, recorded in Volume 97 of
Maps, page 36, Cuyahoga County Records;

    Being the premises conveyed by Warranty Deed from
Katherine N. Spurney and Anton B. Spurney, wife and husband,
to the Company, dated February 14, 1947, and recorded in Vol.
6259, page 156 of Cuyahoga County Records.

             STANHOPE SUBSTATION SITE

    PARCEL NO. 12.  Situated in the Village of South Euclid,
County of Cuyahoga and State of Ohio:

    All those two certain lots of land known and designated as
Sublots Nos. 4 and 5, in the Cuyahoga Properties Company's Cen-
ter-Cedar Re-Subdivision, of part of Original Euclid Township Lot
No. 24, Tract No. 2 as shown by recorded plat of said subdivision
in Volume 76 of Maps, Page 40, of Cuyahoga County Records,
and together described as follows:

    Beginning at the intersection of the dividing line between
Sublot No. 3 and Sublot No. 4 in said plat with the west line of
Warrensville Center Road; thence north along the west line of
said road a distance of 77.69 feet to a point; thence by a curved
line to the west having a radius of 21.32 feet, a distance of 33.18
feet to its intersection with the south line of Stanhope Road;
thence west along the south line of Stanhope Road a distance
of 162.77 feet to its intersection with the east line of Sublot No.
29; thence south along the east line of Sublot No. 29 a distance
of 99 feet to its intersection with the said dividing line between
Sublot No. 3 and Sublot No. 4; thence east along said last men-
tioned dividing line a distance of 183.49 feet to a point, the place of
beginning, be the same more or less, but subject to all legal high-
ways; the said Lee R. Tracht conveying an undivided one-third
interest therein, and the said Alice B. Malm conveying an un-
divided two-thirds interest therein;

    Being the premises conveyed by warranty deed from Alice
B. Malm, et al., to the Company dated December 17, 1946,
recorded in Volume 6250, page 286 of Cuyahoga County Records.

              AVONDALE SUBSTATION

    PARCEL NO. 13.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio:

    Known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:




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                                                     (CEI)




    Beginning on the southerly line of Lake Shore Road, so
called, (60 feet wide) at its point of intersection with the West-
erly line of land conveyed to George F. Smith by deed dated
June 18, 1908, and recorded in Volume 109, Page 367 of Lorain
County Deed Records; thence south along said westerly line
159.44 feet; thence South 70 degrees 36' west 150.60 feet to the center
line of Parkside Avenue, proposed, 40 feet wide; thence North
along the center line of Parkside Avenue, proposed, about 161.80
feet to the southerly line of Lake Shore Road; thence north 71 degrees
27' east along the southerly line of Lake Shore Road 149.835
feet to the place of beginning, and being known as sublots Nos.
3, 4 and 5 in Avon Park Subdivision, proposed, according to a
survey made by W. E. Holland Engineering Company, August,
1921, be the same more or less, but subject to all legal highways;

    Being the premises conveyed by Warranty Deed from Louis
G. Geigle and Mamie Geigle, husband and wife, to the Company.
dated September 26, 1946, recorded in Volume 399, Page 595
of Lorain County Records.


    PARCEL NO. 14.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio:

    Known as being part of Original Avon Township Section
No. 6, bounded and described as follows:

    Beginning on the southerly line of Lake Shore Road, so
called, (60 feet wide) at its point of intersection with the west-
erly line of land conveyed to George F. Smith by deed dated
June 18, 1908, and recorded in Volume 109, Page 367, of Lorain
County Deed Records; thence South 03 degrees 0' west along said
westerly line about 296 feet to the northerly line of the right-of-
way of The Lake Shore Electric Railway Company; thence
north 73 degrees 21' 20" east along the northerly line of said right-of-
way 50.28 feet to the southwesterly corner of land conveyed to
The Cleveland Electric Illuminating Company by deed dated
February 15, 1930, and recorded in Volume 253, Page 93, of
Lorain County Deed Records; thence northerly along the west-
erly line of land conveyed to The Cleveland Electric Illuminating
Company to the southerly line of the Lake Shore Road; thence
southwesterly along said southerly line of the Lake Shore Road
about 50 feet to the place of beginning, and being further known
as a part of Sublot No. 1 of The Krogh-Barr Syndicate's Avon
Beach Allotment, proposed, be the same more or less, but sub-
ject to all legal highways;

    Being the premises conveyed by warranty deed from Richard
Kubach, unmarried, to the Company, dated September 26, 1946,
and recorded in Vol. 399, Page 597 of Lorain County Records.





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                                                                           (CEI)





    Both the above described parcels, Nos. 13 and 14, are
subject to the reservations, limitations and restrictions, if any,
set forth in the deed from Svetozar Gayitch, also known as S.
Gayitch, and Ella Gayitch, husband and wife, to R. Harwood and
Jessie M. Harwood, dated January 17, 1924, and recorded in
Volume 198, Page 66 of Lorain County Deed Records, conveying
premises other than above described.

    The above described Parcel No. 14 is also subject to the re-
strictions, if any, set forth in the deed from Harry E. Barr to
Dudley E. Brodie, dated December 15, 1925, and recorded in
Volume 216, Page 377 of Lorain County Deed Records, convey-
ing Parcel No. 14 above and more land.

    PARCEL NO. 15.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio:

    Known as being part of Section No. 6, Avon Lake Township,
formerly a part of Avon Township, and further described as
follows:

    Beginning at a stone monument in the Northwesterly corner
of a parcel of land conveyed by Marie V. and George T. Smith
to George T. Lowrie, by deed dated August 1, 1905, and recorded
in Volume 98, Page 364 of Lorain County Records of Deeds;
thence North 88 degrees 57' East, 142.07 feet along the North line of
said parcel of land conveyed to said George T. Lowrie as above
mentioned to the center line of Parkside Avenue, proposed, 40
feet; thence North 885.78 feet along the center line of Parkside
Avenue to the principal place of beginning.

    Course No. 1.  Thence North 70  degrees 36' East, 150.60 feet;

    Course No. 2.  Thence North 35 feet;

    Course No. 3.  Thence South 70 degrees 36' West 150.60 feet to the
center line of Parkside Avenue proposed 40 feet wide;

    Course No. 4.  Thence South 35 feet along the center line of
Parkside Avenue proposed 40 feet wide to the principal place
of beginning.  Containing 0.1141 acres of land, more or less,
and further known as being sublot No. 7 in The Avon Park
Subdivision, proposed, according to a survey made by W. E.
Holland Engineering Company, Cleveland, Ohio, August 1921,
be the same more or less, but subject to all legal highways;

    Being the same premises conveyed to Home Owner's Loan
Corporation by Sheriff's Deed dated the 30th day of November,
1936, and recorded in Volume 283, Page 78 of Lorain County
Records;





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<PAGE>   180
                                                                           (CEI)





    And being the premises conveyed by limited warranty deed
from Home Owners Loan Corporation to the Company, dated
September 13, 1946, and recorded in Volume 399, Page 593 of
Lorain County Records.

    PARCEL NO. 16.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio:

    Known as being part of Section No. 6, Avon Lake Town-
ship, formerly a part of Avon Township, and further described
as follows:

    Beginning at a stone monument in the Northwesterly corner
of a parcel of land conveyed by Marie V. and George T. Smith
to George T. Lowrie, by deed dated August 1, 1905, and recorded
in Volume 98, Page 364 of Lorain County Records of Deeds;
thence North 88 degrees 57' East, 142.07 feet along the North line of
said Parcel of land conveyed to said George T. Lowrie as above
mentioned to the center line of Parkside Avenue, proposed, 40
feet wide; thence North 885.78 feet along the center line of Park-
side Avenue, to the principal place of beginning being the north-
west corner of Sublot No. 8 in the Subdivision hereinafter men-
tioned; thence North 70 degrees 36' East along the North line of said
Sublot No. 8 a distance of 150.60 feet; thence south along the east-
erly lines of Sublot No. 8 and Sublot No. 9 in said Subdivision a
distance of 70 feet to the intersection of the southerly line of
said Sublot No. 9; thence South 70 degrees 36' West along the southerly
line of said Sublot No. 9 a distance of 150.60 feet to the center
line of Parkside Avenue, proposed, 40 feet wide; thence North
along the center line of said Parkside Avenue a distance of 70
feet to the principal place of beginning, being Sublots No. 8 and
No. 9 in the Avon Park Subdivision, proposed, according to a
survey made by W. E. Holland Engineering Company, Cleveland,
Ohio, August, 1921, be the same more or less, but subject to all
legal highways;

    Being the premises conveyed by Warranty Deed from
Virginia R. Schaefer, unmarried, to the Company, dated August
10, 1946, and recorded in Volume 399, Page 591 of Lorain County
Records.

    Both the above described parcels, Nos. 15 and 16, are sub-
ject to the reservations, limitations and restrictions, if any, set
forth in the deed from Svetozar Gayitch to R. Harwood and
Jessie M. Harwood, dated January 17, 1924, and recorded in
Volume 198, Page 66 of Lorain County Deed Records, conveying
Parcel No. 15 above, and in the deed from Svetozar Gayitch to
John W. Varner, dated November 26, 1923, and recorded in
Volume 195, Page 336 of Lorain County Deed Records, conveying
Parcel No. 16 above described.





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<PAGE>   181
                                                                           (CEI)




    That part of premises above described lying within the
Easterly one-half of Parkside Avenue, proposed, is subject to any
interest that the public may have acquired in the same.

    PARCEL NO. 17.  Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being part of
Section No. 6 Avon Lake Township, formerly a part of Avon
Township, and further described as follows:

    Beginning at a stone monument in the Northwesterly corner
of a parcel of land conveyed by Marie V. and George T. Smith to
George T. Lowrie by deed dated August 1, 1905, and recorded in
Volume 98, Page 364 of Lorain County Deed Records; said stone
monument being in the Easterly line of a parcel of land deeded
by J. E. Carroll to Marion Carroll by deed dated September, 29,
1913, and recorded in Volume 128, Page 59 of Lorain County
Records of Deeds; thence North 88 degrees 57' 00" East 142.07 feet
along the North line of said parcel of land conveyed to George T.
Lowrie as above mentioned to the center line of Parkside Avenue,
proposed, 40 feet wide; thence North 920.78 feet along the center
line of Parkside Avenue, proposed, to the principal place of be-
ginning.

    Course 1. Thence North 70 degrees 36' 00" East 150.60 feet.

    Course 2. Thence North 35.00 feet.

    Course 3. Thence South 70 degrees 36' 00" West 150.60 feet to the
center line of Parkside Avenue, proposed, 40 feet wide.

    Course 4. Thence South 35.00 feet along the center line of
Parkside Avenue, proposed, 40 feet wide to the principal place of
beginning.  Containing 0.1141 acre of land and further known
as being Sublot No. 6 in the Avon Park Subdivision, proposed,
according to a survey made by W. E. Holland Engineering Com-
pany, Cleveland, Ohio, August, 1921, be the same more or less,
but subject to all legal highways;

    Being the premises conveyed by Warranty Deed from Alex
Mandzak, unmarried, to the Company, dated May 27, 1947, and
recorded in Volume 415, Page 65 of Lorain County Records.

    The above described parcel is subject to the reservations,
limitations and restrictions, if any, in the deed from Svetozar
Gayitch, sometimes known as S. Gayitch, and Ella Gayitch, to
R. Harwood and Jessie M. Harwood, dated January 17, 1924, and
recorded in Volume 198, Page 66 of Lorain County Deed Records,
conveying above premises.

                         ADDITION TO LAKE SHORE PLANT

    PARCEL NO. 18. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being Sublots Nos.





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<PAGE>   182
                                                                           (CEI)




60 and 61 and the Northerly 16 feet from front to rear of Sub-
lot No. 59 in W. J. Crawford's Subdivision of part of Original
One Hundred Acre Lot No. 349, as shown by the recorded plat in
Volume 13 of Maps, Page 29 of Cuyahoga County Records and
together forming a parcel of land 96 feet front on the Easterly
side of East 70th Street (formerly Hoyt Avenue) and extending
back of equal width 174 feet as appears by said plat, be the same
more or less, but subject to all legal highways.

    PARCEL NO. 19. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being Sublot No.
62 in W. J. Crawford's Subdivision of part of Original One Hun-
dred Acre Lot No. 349, as shown by the recorded plat in Volume
13 of Maps, Page 29 of Cuyahoga County Records, having a
frontage of 40 feet on the Easterly side of East 70th Street
(formerly Hoyt Avenue) and extending back of equal width
174 feet as appears by said plat, be the same more or less, but
subject to all legal highways.

    PARCEL NO. 20. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being the North-
erly 30 feet of Sublot No. 57 in W. J. Crawford's Allotment of
part of Original One Hundred Acre Lot No. 349, as shown by
the recorded plat of said Allotment in Volume 13 of Maps, Page
29 of Cuyahoga County Records.  Said part of Sublot No. 57
has a frontage of 30 feet on the Easterly side of East 70th Street
(formerly Hoyt Avenue) and extends back between parallel lines
174 feet, as appears by said plat, be the same more or less, but
subject to all legal highways.

    The above three (3) parcels being the premises conveyed
by limited warranty deed from Paul A. Mitchell, Superintendent
of Banks in Charge of Liquidation of The Guardian Trust Com-
pany, to the Company, dated June 4, 1947 and recorded in Vol.
6292, Page 518 of Cuyahoga County Records.

               ARLINGTON SUBSTATION

    PARCEL NO. 21.  Situated in the Village of Brecksville,
County of Cuyahoga, and State of Ohio, and known as being a
part of original Brecksville Township Lot No. 31 and bounded
and described as follows:

    Beginning at an Iron Pipe set in the westerly line of Brecks-
ville Road, 100 feet in width, at its intersection with the center
line of Daisy Avenue produced easterly, said point being distant
south 0 degrees 02' 45" West a distance of 437.74 feet measured along
said westerly line of Brecksville Road from its intersection with
the southerly line of Arlington Avenue, 40 feet in width, said





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<PAGE>   183
                                                                           (CEI)





    beginning point being also at the southeasterly corner of a
    parcel of land deeded to Richard R. Clark by deed dated February
    20, 1947 and recorded in Volume 6258, Page 459 of Cuyahoga
    County Deed Records;

        Thence South 88 degrees 02' 55" West along the southerly line of
    land so deeded to Richard R. Clark, being also the center line of
    said Daisy Avenue produced easterly, a distance of 348.36 feet
    to a point in the westerly line of land deeded to Alice Clark by
    deed dated May 26, 1917 and recorded in Volume 1935, Page 402
    of Cuyahoga County Deed Records;

        Thence South 0 degrees 02' 45" West along the westerly line of land
    so deeded to Alice Clark, and being also the easterly line of land
    deeded to Margot L. Keister by deed dated November 22, 1940
    and recorded in Volume 5154, Page 293 of Cuyahoga County Deed
    Records, a distance of 120.00 feet to an Iron Pin;

        Thence North 88 degrees 02' 55" East and parallel with the first
    course herein described, a distance of 348.36 feet to an Iron
    Pipe set in the westerly line of said Brecksville Road;

        Thence North 0 degrees 02' 45" East along said westerly line of
    Brecksville Road a distance of 120.00 feet to the place of be-
    ginning and containing 41,777.80 square feet or 0.959 acre of
    land, be the same more or less but subject to all legal highways
    and being further known as the northerly 120 feet front and
    rear of a parcel of land deeded by James and Marie Nouzak to
    Mildred C. and Robert J. Kessler by deed dated October 23, 1946
    and recorded in Volume 6229, Page 614 of Cuyahoga County
    Deed Records, according to the survey of George M. Garrett,
    registered surveyor, No. 826 made June 25, 1947.

        Being the premises conveyed by warranty deed from Robert
    R. Kessler and Mildred C. Kessler, husband and wife, to the
    Company, dated July 21, 1947, and recorded in Vol. 6403, Page
    450 of Cuyahoga County Records.

    Together with all and singular the buildings, improvements,
tenements, hereditaments and appurtenances belonging or in any
wise appertaining, or hereafter to belong or appertain, to the afore-
said 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.





                                     A-124





<PAGE>   184
                                                                           (CEI)




         [TOP PORTION OF PAGE
         INTENTIONALLY BLANK]





         PARMA TRANSMITTER STATION

    PARCEL NO. 1.  Situated in the City of Parma, County of
Cuyahoga, State of Ohio, and known as being a part of Original
Lot No. 44, Ely Tract, and bounded and described as follows:

    Beginning at a point in the center line of Hoertz Road (60
feet wide) 696-30/100 feet measured North 0 degrees 43' 50" West along
said center line from the center line of Sprague Road; thence
continuing in the same direction and along said center line of
Hoertz Road, 82-73/100 feet to the Southerly line of land con-
veyed to Richard Reynolds as recorded in Volume 43, Page 455,
of Cuyahoga County Records; thence North 89 degrees 14' 20" East
along said Southerly line 550-79/100 feet to the Westerly line of
land conveyed to Harry George as recorded in Volume 4733,
Page 363, of Cuyahoga County Deed Records; thence South
0 degrees 50' East along said Westerly line, 82-73/100 feet; thence
South 89 degrees 14' 20" West, parallel with the second described
course, 550-94/100 feet to the place of beginning and containing
1 0462/10,000 acres of land, be the same more or less, but sub-
ject to all legal highways.

    PARCEL NO. 2.  Situated in the City of Parma, County of
Cuyahoga, State of Ohio, and known as being a part of Original
Lot No. 44, Ely Tract, and bounded and described as follows:

    Beginning at a point in the center line of Hoertz Road (60
feet wide) 613-57/100 feet measured North 0 degrees 43' 50" West
along said center line from the center line of Sprague Road,
said beginning point being on the Northerly line of a 5/10 of an
acre parcel of land reserved for burial purposes; thence North
89 degrees 16' 10" East along said Northerly line, 115-50/100 feet to
the Easterly line of said 5/10 of an acre parcel of land reserved
for burial purposes; thence South 0 degrees 43' 50" East, along said
Easterly line of said 5/10 of an acre parcel of land and being
parallel with said center line of Hoertz Road, 94-29/100 feet;
thence North 89 degrees East, parallel with said center line of Sprague
Road, 435-76/100 feet to the Westerly line of land conveyed to
Harry George as recorded in Volume 4733, Page 363, of Cuya-





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<PAGE>   185
                                                                           (CEI)



hoga County Deed Records; thence North 0 degrees 50' West, along said
Westerly line, 175-26/100 feet; thence South 89 degrees 14' 20" West,
parallel with the Southerly line of land conveyed to Richard
Reynolds as recorded in Volume 43, Page 455, of Cuyahoga
County Deed Records, 550-94/100 feet to said center line of
Hoertz Road; thence South 0 degrees 43' 50" East, along said center
line, 82-73/100 feet to the place of beginning and containing
1 9817/10,000 acres of land, be the same more or less, but sub-
ject to all legal highways.

    Said Parcels Nos. 1 and 2 being the premises conveyed to the
Company by The Ohio Bell Telephone Company by deed dated
November 3, 1947, recorded in Volume 6447, Page 321 of Cuya-
hoga County Records.

                           MIDDLESEX SUBSTATION SITE

    PARCEL NO. 3.  Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sub Lots Nos.
509, 510, 511, 512, 513, 515 and 516 in The Glenhaven Subdivision
of part of Original One Hundred Acre Lot No. 359, as shown by
the recorded plat in Volume 38 of Maps, Page 8 of Cuyahoga
County Records, and bounded and described as follows:

    Beginning on the Northwesterly line of St. Clair Avenue,
N.E., at its intersection with the Southwesterly line of Glenside
Road, N.E.; thence Southwesterly along the Northwesterly line
of St. Clair Avenue, N.E., 210-85/100 feet to the most Southerly
corner of said Sub Lot No. 513; thence Northwesterly along the
Southwesterly line of said Sub Lots Nos. 513 and 515, 129-53/100
feet to the Easterly line of East 134th Street (formerly Middle-
sex Avenue); thence Northerly along the Easterly line of East
134th Street, 88-32/100 feet to the most Northerly corner of said
Sub Lot No. 516; thence Southeasterly along the Northeasterly
line of said Sub Lot No. 516, 74-29/100 feet to the most Westerly
corner of said Sub Lot No. 511; thence Northeasterly along the
Northwesterly line of said Sub Lots Nos. 511, 510 and 509, 126-
28/100 feet to the Southwesterly line of Glenside Road, N.E.;
thence Southeasterly along the Southwesterly line of Glenside
Road, N.E., 120 feet to the place of beginning, as appears by said
plat, and containing 0.6280 acres of land, be the same more or
less, but subject to all legal highways.

    Being the premises conveyed by warranty deed from Angela
Polizzi (also known as Angela M. Polizzi) and Charles Polizzi,
wife and husband, to the Company, dated November 30, 1947,
and recorded in Volume 6449, Page 435 of Cuyahoga County
Records.





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<PAGE>   186
                                                     (CEI)




                        NORTHFIELD SUBSTATION ADDITION

    PARCEL NO. 4.  Situated in the Township of Bedford, in the
County of Cuyahoga, and State of Ohio, and known as being part
of Original Bedford Township Lot No. 87, and bounded and
described as follows:

    Beginning in the center line of Northfield Road (60 feet
wide), at a point distant Northerly (measured along said center
line), 236 52/100 feet from its intersection with the Northerly
line of a parcel of land conveyed by F. S. Bauder to Elizabeth
Werner by deed dated September 7, 1920, and recorded in
Volume 2490, Page 84 of Cuyahoga County Records, said begin-
ning point being also the Northerly line of proposed Burnett
Avenue (50 feet wide); thence Easterly parallel with the North-
erly line of land so conveyed to Elizabeth Werner, and along
the Northerly line of proposed Burnett Avenue, 530 feet; thence
Northerly parallel to the center line of Northfield Road, 150
feet; thence Westerly parallel with the Northerly line of land
so conveyed to Elizabeth Werner, 530 feet to the center line of
Northfield Road; thence Southerly along the center line of
Northfield Road, 150 feet to the Northerly line of proposed
Burnett Avenue, and the principal place of beginning, be the
same more or less, but subject to all legal highways.

    Being the premises conveyed by County Auditor's Deed to
the Company dated May 15, 1947 and recorded in Volume 6409,
Page 654 of Cuyahoga County Records.

    PARCEL NO. 5.  Situated in the Township of Bedford, in the
County of Cuyahoga, and State of Ohio, and known as being
part of original Bedford Township Lot No. 87, and bounded as
follows:

    Beginning on the center line of NorthfIeld Road, at the
Southwesterly corner of land conveyed to The Cleveland Electric
Illuminating Co. by deed dated May 15, 1947, and recorded in
Volume 6409, Page 654 of Cuyahoga County Records; thence
Southerly along said center of Northfield Road, 50 feet to the
Northwesterly corner of land conveyed to Joseph J. and
Elizabeth Baker, by deed dated December 7, 1922, and recorded
in Volume 2741, Page 492 of Cuyahoga County Records; thence
Easterly along the Northerly line of land so conveyed to Joseph
J. and Elizabeth Baker, and along the Easterly prolongation
thereof, 380 feet; thence Southerly on a line parallel to said
center line of Northfield Road, 186.52 feet to the Northerly line
of land conveyed to Elizabeth Werner by deed dated September
7, 1920, and recorded in Volume 2490, Page 84 of Cuyahoga
County Records; thence Easterly along said Northerly line of
land so conveyed to Elizabeth Werner, about 201.65 feet to the
Northeasterly corner thereof; thence Southerly along the East-





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<PAGE>   187
                                                                           (CEI)




erly line of land so conveyed to Elizabeth Werner, about 411
feet to the Northerly line of Parcel No. 1 of land conveyed to
Margaret Ann and Thomas G. Young, by deed dated June 14,
1943, and recorded in Volume 5614, Page 485 of Cuyahoga
County Records; thence Easterly along the Northerly line of
said Parcel No. 1, about 671.40 feet, to the Southwesterly line
of the right-of-way of The Cleveland and Pittsburgh R.R. Co.;
thence Northwesterly along said Southwesterly right-of-way line,
to its intersection with the Southeasterly line of land conveyed
to The Cleveland Electric Illuminating Co., by deed dated May
19, 1926, and recorded in Volume 3403, Page 394 of Cuyahoga
County Records; thence Southwesterly, along said Southeasterly
line of land so conveyed, to an angle; thence Westerly along a
Southerly line of land so conveyed, and along a Westerly pro-
longation thereof, about 853.31 feet to the place of beginning,
as appears by said plat, but is subject to all legal highways.

    Being the premises conveyed by County Auditor's Deed to
the Company dated April 27, 1948 and recorded in Volume 6494,
Page 430 of Cuyahoga County Records.

    PARCEL NO. 6.  Situated in the Township of Bedford, in
the County of Cuyahoga, and State of Ohio, and known as being
part of Original Bedford Township Lot No. 87 and bounded as
follows:

    Beginning on the center line of Northfield Road at the South-
westerly corner of land conveyed to Anna Sovestick by deed
dated June 6, 1924, and recorded in Volume 3403, Page 551 of
Cuyahoga County Records; thence Southerly along said center
line of Northfield Road, 200 feet; thence Easterly on a line paral-
lel to the Southerly line of land conveyed to Anna Sovestick, as
aforesaid, 430 feet; thence Northerly on a line parallel to said
center line of Northfield Road, 200 feet to the Southerly line
of land conveyed to Anna Sovestick, as aforesaid; thence west-
erly along said Southerly line, 430 feet to the place of beginning,
be the same more or less, but subject to all legal highways.

    Being the premises conveyed by County Auditor's Deed to
the Company dated April 27, 1948 and recorded in Volume 6494,
Page 432 of Cuyahoga County Records.


                      LAKE SHORE PLANT---SECOND ADDITION

    PARCEL NO. 7.  Situated in the City of Cleveland, in the
County of Cuyahoga, and State of Ohio, indicated on the County
Auditor's Records as Permanent Number 105-3-8, and known as
being all of Sublot No. 51 in the Crawford Subdivision, of part
of Original Township Lot No. 349 as shown by the recorded
plat in Volume 13 of Maps, Page 29 of Cuyahoga County Records.





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<PAGE>   188
                                                                           (CEI)




    Said sublot has a frontage of 40 feet on East 70th Street,
as appears by said plat, but is subject to all legal highways.

    Being the premises conveyed by County Auditor's Deed to
the Company, dated April 22, 1948, and recorded in Volume 6494,
Page 429 of Cuyahoga County Records.

    PARCEL NO. 8.  Situated in the City of Cleveland, County
of Cuyahoga, and State of Ohio, and known as being part of
Original One Hundred Acre Lot No. 349 and bounded and de-
scribed as follows:

    Beginning on the northwesterly line of the 100-foot right-
of-way of The New York Central Railroad Company (formerly
The Lake Shore and Michigan Southern Railroad Company) at
the southeasterly corner of land conveyed to The United Salt
Company by deed dated October 28, 1895, and recorded in Vol-
ume 614, Page 341, of Cuyahoga County Deed Records; thence
north 56 degrees 01' 00" east along the northwesterly line of the said
The New York Central Railroad Company's right-of-way a dis-
tance of 340.23 feet to a point, the principal point of beginning,
said principal point of beginning being also south 56 degrees 01' 00"
west a distance of 569.67 feet measured along the said north-
westerly line of the New York Central Railroad right-of-way
from the intersection of said right-of-way line with the westerly
line of the second parcel of land conveyed to The Cleveland
Electric Illuminating Company by deed dated July 13, 1907,
and recorded in Volume 1127, Page 142, of Cuyahoga County
Deed Records; thence from said principal point of beginning
north 33 degrees 59' 00" west a distance of 10 feet to a point; thence
north 48 degrees 24' 19" east a distance of 108.66 feet to a point which
is distant 24.39 feet northerly by rectangular measurement from
the northwesterly line of the said New York Central Railroad
right-of-way; thence north 56 degrees 01' 00" east and parallel with the
northwesterly line of said railroad right-of-way, a distance of
118.74 feet; thence north 46 degrees 36' 38" east a distance of 90.05
feet to a point which is distant 39.11 feet northwesterly by
rectangular measurement from the northwesterly line of said
railroad right-of-way; thence north 56 degrees 01' 00" east and parallel
with the northwesterly line of said railroad right-of-way a dis-
tance of 18.49 feet; thence north 00 degrees 47' 30" west by a line
parallel with and distant 218.82 feet by rectangular measurement
westerly from the westerly line of the second parcel of land con-
veyed to The Cleveland Electric Illuminating Company by the
aforesaid deed dated July 13, 1007, a distance of 166.45 feet to
a point in the face of the most southerly wall of a one-story brick
building known as Building No. 13; thence south 89 degrees 12' 30"
west a distance of 31.18 feet; thence north 00 degrees 47' 30" west by
a line parallel with and distant 250 feet by rectangular measure-
ment westerly from the westerly line of the second parcel of land





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<PAGE>   189
                                                                           (CEI)





conveyed to The Cleveland Electric Illuminating Company by
the aforesaid deed dated July 13, 1907, a distance of 423.84 feet;
thence south 89 degrees 12' 30" west a distance of 324.34 feet; thence
north 37 degrees 30' 00" west by a line parallel with and distant 150
feet by rectangular measurement northeasterly from the dividing
line between land of The Union Salt Company (otherwise known
as The United Salt Company) and land then owned by The
American Steel and Wire Company, which dividing line was
fixed and established by decree of the U. S. Circuit Court of
Ohio in Chancery Case No. 7604, a plat of which showing said
dividing line is recorded in Volume 40 of Maps, Page 29, of
Cuyahoga County, Ohio, Records, transecting the water's edge
of Lake Erie as it existed in the year 1909, and continuing thence
along the same course to the present water's edge of Lake Erie;
thence northeasterly along the present water's edge of Lake Erie
to its intersection with the dividing line between land of The
Cleveland Electric Illuminating Company and land then owned
by The American Steel and Wire Company as fixed and estab-
lished by decree of the U. S. Circuit Court of Ohio in Chancery
Case No. 7604, plat of which showing said dividing line is
recorded in Volume 40 of Maps, Page 29, of Cuyahoga County,
Ohio, Records; thence along said dividing line south 37 degrees 30' 00"
east to its intersection with the water's edge of Lake Erie as it
existed in the year 1909; thence south 00 degrees 47' 30" east along the
westerly line of the second parcel of land conveyed to The Cleve-
land Electric Illuminating Company by deed dated July 13, 1907,
recorded in Volume 1127, Page 142, of Cuyahoga County, Ohio,
Records, and forming an included angle of 143 degrees 17' 30" with
the dividing line fixed by said court decree, a distance of 1075
feet to the northwesterly line of said right-of-way of The New
York Central Railroad Company at a stone monument at the
southeasterly corner of land conveyed to The Cleveland Trust
Company by John W. Galbreath and Helen Galbreath, his wife,
by deed dated October 18, 1945, and recorded in Volume 6015,
Page 6, of Cuyahoga County, Ohio, Deed Records, being also the
southwesterly corner of the second parcel of land conveyed to
The Cleveland Electric Illuminating Company by the aforesaid
deed dated July 13, 1907; thence south 56 degrees 01' 00" west along
the northerly line of said railroad right-of-way a distance of
569.67 feet to the said principal point of beginning, subject to
all legal highways and waterways;

    EXCEPTING therefrom any portion of the above described
premises acquired through change in the shoreline of Lake Erie
resulting from other than natural causes or from natural causes
other than accretion.

    Together with the permanent right and easement in, under,
over, and upon all land other than the land above described
which is included in the description of that certain deed from





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                                                                           (CEI)





John W. Galbreath and Helen Galbreath, his wife, to The Cleve-
land Trust Company dated October 18, 1945, and recorded in
Volume 6015, Page 6, of Cuyahoga County, Ohio, Deed Records,
which description is hereby incorporated herein by reference,
which land adjoins and lies westerly of the land and premises
herein described, to construct, reconstruct, maintain, operate,
and use in, under, over, and upon said other lands at the existing
locations thereon, the following:

    1. All main, intercepting, or connecting sewers and sewer
lines upon said other land connecting with sewer lines on the
above described premises;

    2. All water pipe lines on said other land and connecting
with similar facilities on the above described premises;

    3. The right to use a certain tunnel under the New York
Central Railroad at the foot of East 67 Street with passage over
the northerly approach thereto located on said other land with
convenient access thereto from the premises above described,
but without any obligation or expense in connection with main-
tenance, operation, and use of said tunnel or its approach, to-
gether with the title and interest of the Grantor herein in the
covenant of maintenance and indemnity in respect to said tunnel
contained in a certain deed from The Cleveland Trust Company
to The Ceico Company, an Ohio corporation, dated December 30th,
1948, and recorded in Volume 6662, Page 92, of Cuyahoga County,
Ohio, Deed Records, conveying land adjoining on the west the
above described premises, and subject to the easement therein
granted in respect to said tunnel.

    Together with the right of access to said other land and
entry upon the same in connection with any of the above uses
or facilities.

    The foregoing rights and easements include and are intended
to include all of the rights and easements which were excepted
and reserved to The Cleveland Trust Company by its afore-
said deed to The Ceico Company, together with the covenant
aforesaid;

    SUBJECT, HOWEVER, to like sewer and water line easements
upon the above described premises for said connecting sewer and
water pipe lines.

    Together with all such right, title, and interest as the
Grantor has or ought to have in and to that portion of the
premises hereinbefore described which lies northerly of the
original shoreline of Lake Erie, together with all of its right,
title, and interest in all land created by filling in, by accretion
resulting from artificial encroachments or by natural accretion,
whether such land lies northerly or southerly of the original
shoreline of Lake Erie, also all littoral and riparian rights in and
to the waters of Lake Erie and the land under said waters
appurtenant to the premises hereinbefore described possessed by



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                                                                           (CEI)





the Grantor, and also all rights of flowage and use of the waters
of Lake Erie, and all rights of whatsoever character appurtenant
to the premises hereinbefore described owned by the Grantor.

    Being the premises conveyed by Limited Warranty Deed
from The Cleveland Trust Company, to The Cleveland Electric
Illuminating Company, dated December 30, 1948, and recorded
in Volume 6662, Page 96 of Cuyahoga County Records.

               JACKSON SUBSTATION

    PARCEL NO. 9.  Situated in the City of Conneaut, County of
Ashtabula and State of Ohio, and known as being a part of
Original Lot No. 6, Section No. 2, Township No. 14 in the First
Range of Townships of The Connecticut Western Reserve and
bounded and described as follows:

    Beginning in the center line of Chestnut Street, 50.00 feet
in width, at its intersection with the southerly line of The New
York Central Railroad Company's 100.00 foot right-of-way;
thence south 1 degree 44' west along the center line of Chestnut Street,
a distance of 218.47 feet to its intersection with the easterly
production of the northerly line of land conveyed to Antoinette
C. Bucci March 19, 1947, and recorded in Volume 394, Page 410,
of Ashtabula County Deed Records; thence north 88 degrees 15' west
along the northerly line of land so conveyed to Antoinette C.
Bucci, and passing through an iron pin monument set in the
westerly line of Chestnut Street, a distance of 185.00 feet to an
iron pin monument set in the northwesterly corner of said A. C.
Bucci land; thence south 1 degree 44' west along the westerly line of
said A. C. Bucci land, a distance of 70.00 feet to an iron monu-
ment set in the southwesterly corner of said A. C. Bucci land,
said last described point being also in the northerly line of sublot
No. 20 of Tommer & Murphy Subdivision as recorded in Volume
5, Page 11, of Ashtabula County Map Records; thence north
88 degrees 15' west along the northerly line of said Tommer & Murphy
Subdivision, a distance of 415.55 feet to the northwesterly corner
of sublot No. 11 in said Subdivision; thence north 4 degrees 00' west
along the northerly production of the westerly line of said sub lot
No. 11, a distance of 136.67 feet to an iron pin monument set in
the southerly line of the 100.00 foot right-of-way of The New
York Central Railroad Company; thence deflecting to the right
along the southerly curved line of said right-of-way, a distance
of 632.89 feet to the center line of Chestnut Street, said curved
line having a radius of 11414.195 feet and a chord which bears
north 77 degrees 48' 20" east, a distance of 632.81 feet to the center line
of Chestnut Street and place of beginning and containing
118314.94 square feet of land or 2.716 acres, according to a
survey of said property made by George M. Garrett, Registered
Surveyor No. 826, May 4, 1948, be the same more or less, but
subject to all legal highways.





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                                                     (CEI)



    Being the premises conveyed by Warranty Deed from
Theresa Ross, unmarried, to the Company, dated May 25, 1948,
and recorded in Volume 422, Page 448 of Ashtabula County
Records.

    PARCEL NO. 10.  Situated in the City of Conneaut, County
of Ashtabula and State of Ohio, and known as being a part of
Original Lot No. 6, Section No. 2, Township No. 14 in the First
Range of Townships of The Connecticut Western Reserve and
bounded and described as follows:

    Beginning in the Northerly line of Jackson Street (50 feet
in width), at the Southwesterly corner of Sublot No. 11 in Tom-
mer & Murphy Subdivision as recorded in Volume 5, Page 11 of
Ashtabula County Map Records;

    Thence North 4 degrees, 00 minutes West along the Westerly
line of said Sublot No. 11 and along the Westerly line of land con-
veyed to Theresa Ross, as recorded in Volume 382, Page 132 of
Ashtabula County Deed Records, two hundred sixty and thirteen
hundredths (260.13) feet to the Southerly line of the one-hun-
dred (100) foot right-of-way of The New York Central Railroad
Company, said Southerly line being also a curved line;

    Thence Westerly along said Southerly line of said Railroad
Company's one-hundred (100) foot right-of-way, two hundred
fifty and thirty-three hundredths (250.33) feet along the arc
of a curve deflecting to the left, said curve having a radius of
eleven thousand four hundred fourteen and one-hundred ninety-
five thousandths (11,414.195) feet, and said arc having a chord
which bears South 75 degrees, 35 minutes, 20 seconds West, two
hundred fifty and thirty-two hundredths (250.32) feet;

    Thence South 15 degrees, 02 minutes, 22 seconds East, one
hundred ninety-seven and fifty-seven hundredths (197.57) feet
to the Northerly line of Jackson Street;

    Thence South 88 degrees, 15 minutes, East along the North-
erly line of Jackson Street, two hundred nine and forty-two hun-
dredths (209.42) feet to the place of beginning and containing
1.19243 acres of land according to the survey of said property,
made by George M. Garrett, Registered Surveyor No. 826, May
4, 1948, be the same more or less, but subject to all legal high-
ways.

    Together with all right, title and interest of the Grantor
herein in the reservation contained in a perpetual easement
for the construction and operation of a 12-inch sewer in the
above premises, conveyed to the City of Conneaut, Ohio, by
instrument dated July 21, 1927, and recorded in Volume 294,
Page 496, of Ashtabula County, Ohio, Records, including the
right so reserved to shift the location of said sewer; the premises
above described are conveyed subject to said easement.

    Being the premises conveyed by Quit-Claim Deed from The
New York, Chicago and St. Louis Railroad Company, to the
Company, dated December 13, 1948, and recorded in Volume 413,
Page 220 of Ashtabula County Records.



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                                                                           (CEI)





                             [TOP PORTION OF PAGE
                             INTENTIONALLY BLANK]





                             WADE PARK SUBSTATION

    Parcel No. 15. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio:

    Known as being sublot Number One (1) in George M.
Hicks' Subdivision of a part of Original One Hundred Acre Lot
Number 391, as shown by the recorded plat in Volume 14 of
Maps, Page 3 of Cuyahoga County, Ohio, Records, and having
a frontage of 42 feet on the southerly side of Wade Park Avenue
(now known as Wade Park Avenue N.E.) and extending thence
southwardly of even width a distance of 150 feet as appears by
said plat, together with the improvements thereon, and known
as No. 8014 Wade Park Avenue N.E., subject to all legal high-
ways; and being also the same premises conveyed to the said
Jennie Morrison by deed of Lulu C. Tong, et al., dated August 31,
1945, recorded in Volume 5896, Page 721, of said Cuyahoga
County Records, said recited deed being the last prior recording
in respect thereto.





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<PAGE>   194
                                                                           (CEI)




    Being the premises conveyed to the Company by Jennie
Morrison, also known as Jennie L. Morrison, and Edward W.
Morrison, husband and wife, by Warranty Deed dated Septem-
ber 28, 1948 and recorded in Volume 6641, Page 264 of Cuyahoga
County Records.

    Parcel No. 16. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, known as Sublot No. 36 in Dince-
man Decker's Subdivision of a part of Original One Hundred
Acre Lots Nos. 342 and 391 as shown by the recorded plat in
Volume 14 of Maps, Page 4 of Cuyahoga County, Ohio, Records
and bounded and described as follows:

    Beginning on the Southerly line of Wade Park Avenue N.E.,
70 feet wide, at the Northwesterly corner of said Sublot No. 36;
thence Easterly along the Southerly line of Wade Park Avenue
N.E., 37.92 feet to the Northeasterly corner of said Sublot No.
36, being also the Northwesterly corner of Sublot No. 1 in George
M. Hicks' Subdivision, recorded in Volume 14 of Maps, Page 3
of Cuyahoga County Records; thence Southerly along the West-
erly line of said Sublot No. 1, 140 feet to the Southeasterly
corner of said Sublot No. 36; thence Westerly along the South-
erly line of said Sublot No. 36, 37.43 feet to the Southwesterly
corner thereof; thence Northerly along the Westerly line of
said Sublot No. 36, 140 feet to the place of beginning, as appears
by said plat, and containing 0.1203 acre of land, be the same more
or less, but subject to all legal highways, together with improve-
ments thereon and known as No. 8010 Wade Park Avenue, N.E.;
and also being the same premises conveyed to George Orenski by
Frank and Mary Orenski, husband and wife, by deed dated
December 30, 1920, recorded in Volume 3559, Page 546 of Cuya-
hoga County, Ohio, Records, in which certain life interests were
reserved to the Grantors therein and under certain covenants
for maintenance and support of said Grantors, and the said
Frank Orenski died on March 25, 1927, and the said George
Orenski, unmarried, and Mary Orenski, widow of the said Frank
Orenski, by their deed dated May 20, 1927, recorded in Volume
3514, Page 16 of said records, conveyed said premises to Gustie
Orenski and Mary Orenski, daughters of the said Frank Orenski,
deceased, and his widow, the said Mary Orenski, Grantor in said
deed; the said Mary Orenski, widow of said Frank Orenski, died
on April 8, 1944, and the said Gustie Orenski and Mary Orenski
both unmarried, conveyed said premises to the said George F.
Orenski, also known as George F. Oren, and James W. Orenski,
Grantors in this present instrument, by deed dated June 2, 1948,
recorded in Volume 6497, Page 29, of said records, this last
mentioned deed being the last prior record in respect to said
premises.

    Being the premises conveyed to the Company by George F.
Oren, et ux., et al., by Warranty Deed dated October 2, 1948 and
recorded in Volume 6639, Page 579 of Cuyahoga County Records.





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<PAGE>   195
                                                                           (CEI)




                             EASTLAKE STATION SITE

    Parcel No. 17. Situated in the Village of Eastlake, County
of Lake, and State of Ohio, and further known as being part of
Gore Lot 22 of Original Willoughby Township, and is further
bounded and described as follows:

    Beginning at a point where the northerly line of land of the
Cleveland Day Nursery and Free Kindergarten Association
intersects the center line of Erie Road. Thence following the
northerly line of land of the Cleveland Day Nursery and Free
Kindergarten Association S. 68 degrees 39' 40" W. (passing through an
iron pipe stake at 22.92 feet) a distance of 1127.23 feet to an
iron pipe stake in the southerly line of Lot 22. Thence following
the southerly line of Lot 22, which is also the northerly line of
land of Ida J. Weber Dulles. N. 88 degrees 27' W., a distance of 632.58
feet to an iron pipe stake. Thence following said Dulles' south-
easterly line N. 41 degrees 37' 10" E., a distance of 115.28 feet to an
iron pipe stake. Thence following the northeasterly line of said
Dulles, N. 41 degrees 53' W. (passing through an iron pipe stake at
478.63 feet), a distance of 615.54 feet to the water line of Lake
Erie. Thence following a line along the shore which is approxi-
mately 25.00 feet from the foot of the bank, by the following
courses and distances; N. 39 degrees 51' 30" E., 450.58 feet, N. 50 degrees 45'
30" E., 195.00 feet, N. 42 degrees 38' 30" E., 1036.83 feet to the center
line of Erie Road. Thence following the center line of Erie Road,
S. 32 degrees 18' E. (passing through an iron pipe stake at 104.17 feet).
a distance of 1636.57 feet to the place of beginning, and contain-
ing 45.010 acres of land, as surveyed and described by J. M.
Crabbs, Registered Engineer and Surveyor, No. 387, on August
15, 1941, be the same more or less, but subject to all legal high-
ways.

    Being the premises conveyed by Warranty Deed from The
Presbyterian Union of Cleveland, Ohio, to the Company, dated
December 28, 1948 and recorded in Volume 260, Page 27 of Lake
County Records.

    Parcel No. 18. Situated in the Village of Eastlake, County
of Lake, and State of Ohio, and known as being parts of Original
Willoughby Township Lots Nos. 11 and 22 in the Gore, and
bounded and described as follows:

    Beginning on the shore line of Lake Erie at its intersection
with the southerly line of said Original Lot No. 11; thence east-
erly along the southerly line of said Original Lot No. 11 to an
angle in the rear line of a parcel of land described in Lake County
Land Title Registration Certificate No. 6940; thence northerly
along a westerly line of land described in said Certificate No.
6940 and along the westerly line of land described in Lake
County Land Title Registration Certificate No. 8729, 311.39 feet
to the most northerly corner of land described in said Certificate





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<PAGE>   196
                                                   (CEI)



No. 8729; thence northerly in a direct line to the easterly end
of Course No. 37 of land described in the decree rendered August
22, 1946, in Lake County Common Pleas Court Cause No. 20844;
the following courses Nos. 37 to 41. both inclusive, in said de-
scription as follows: North 89 degrees 19' West 466.40 feet, North 10 degrees
03' East 207.90 feet, South 83 degrees 03' West 122.10 feet, North 37 degrees
57' West 351.80 feet to the southerly line of Original Lot No.
22; North 88 degrees 27' West along the southerly line of Original Lot
No. 22, 1704.10 feet to the center line of Erie Road (sometimes
called Lake Road); thence continuing North 88 degrees 27' West along
the southerly line of said Original Lot No. 22, about 1965.78 feet
to a southwesterly corner of land conveyed to Presbyterian Union
of Cleveland by Deed dated September 26, 1941, and recorded
in Volume 183, Page 84, of Lake County Records; thence North
41 degrees 37' 10" East along a southwesterly line of land so conveyed
to Presbyterian Union of Cleveland 115.28 feet to an inner cor-
ner thereof; thence North 41  degrees 53' West along a southwesterly
line of land so conveyed to Presbyterian Union of Cleveland
615.54 feet to the shore line of Lake Erie; thence southwesterly
along the shore line of Lake Erie to the place of beginning, con-
taining about 110.28 acres of land, be the same more or less,
but subject to all legal highways, together with all such right,
title and interest as the owner may have in and to the waters of
Lake Erie and the land underneath said waters appurtenant to
said premises, and also all littoral and riparian rights, all rights
of flowage and use of the waters of Lake Erie appurtenant to
said premises, and together with the buildings and improve-
ments upon said premises. The foregoing description is in-
tended to describe the same land which was conveyed by W. C.
McFarland to Ruth E. Weber by deed dated December 30, 1878,
and recorded in Volume 12, Page 478, of Lake County Deed
Records and described in Certificate of Transfer in the estate
of Ruth E. Weber, deceased, to Ida Josephine Weber Dulles
dated April 30, 1917, and recorded in Volume 63, Page 141, of
Lake County Records.

    Being the premises conveyed by Warranty Deed from Ida
Josephine Weber Dulles, to the Company, dated April 13, 1949
and recorded in Volume 268, Page 233 of Lake County Records.

                            CHESTER SUBSTATION SITE

    Parcel 19. Situated in the City of Cleveland, County of
Cuyahoga, and State of Ohio, and known as being part of Orig-
inal 10 Acre Lots Nos. 93 and 94 and bounded and described as
follows:

    Beginning on the Southerly line of Chester Avenue, N.E.,
86 feet wide at a point which is distant South 86 deg. 17' West
224.62 feet as measured along said Southerly line from its inter-
section with the Westerly line of East 40th Street, said place of





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<PAGE>   197
                                                                           (CEI)




beginning being also the Northwesterly corner of land conveyed
to Standard Tool Co., by deed dated March 31, 1950, and recorded
in Volume 7021, Page 355 of Cuyahoga County Records; thence
South 00 deg. 00' 25" East along the Westerly line of land so
conveyed to Standard Tool Co., 93.94 feet to a point which is
distant 500 feet Northerly from the Northerly line of Euclid
Avenue, 99 feet wide, and the principal place of beginning of
the premises herein described; thence South 89 deg. 59' 50" West
and parallel with the Northerly line of Euclid Avenue 85 feet to
the Easterly line of land conveyed to The University Club Com-
pany by deed dated July 20, 1914, and recorded in Volume 2630,
Page 122 of Cuyahoga County Records; thence South 00 deg. 00'
25" East along the Easterly line of land so conveyed to The Uni-
versity Club Company 168.60 feet to a point; thence North 89
deg. 59' 50" East and parallel with the Northerly line of Euclid
Avenue 85 feet to the Southwesterly corner of land conveyed
to Standard Tool Co., as aforesaid; thence North 00 deg. 00'
25" West along the said Westerly line of land so conveyed to
Standard Tool Co., 168.60 feet to the principal place of beginning
and containing 0.329 acre of land be the same more or less, but
subject to all legal highways.

    Being a part of the premises conveyed by Limited Warranty
Deed from The Cleveland Trust Company, as Successor Trustee,
to the Company, dated March 31, 1949 and recorded in Volume
6684, Page 225 of Cuyahoga County Records.

    Parcel No. 20. Situated in the City of Cleveland, County of
Cuyahoga, and State of Ohio, and known as being part of Orig-
inal 10 Acre Lots Nos. 93 and 94 and bounded and described as
follows:

    Beginning on the Southerly line of Chester Avenue, N.E., 86
feet wide, as recorded in Volume 104, of Maps, Page 8, of Cuya-
hoga County Records, at a point which is distant South 86 deg.
17' West, 224.62 feet as measured along said Southerly line from
its intersection with the Westerly line of East 40th Street as
established by agreement between J. H. Wade and the City of
Cleveland, dated September 3, 1875, said place of beginning
being also the Northwesterly corner of land conveyed to Standard
Tool Co., by deed dated March 31, 1950, and recorded in Volume
7021, Page 355, of Cuyahoga County Records; thence South 86
deg. 17' West along the Southerly line of Chester Avenue N.E.;
85.18 feet to the Easterly line of land conveyed to The University
Club Company by deed dated July 20, 1914, and recorded in
Volume 2680, Page 122 of Cuyahoga County Records; thence
South 00 deg. 00' 25" East along the Easterly line of land so
conveyed to The University Club Company 88.42 feet to a point
which is distant 500 feet Northerly from the Northerly line of
Euclid Avenue, 99 feet wide; thence North 89 deg. 59' 50" East
and parallel with the Northerly line of Euclid Avenue, 85 feet to
the Westerly line of land conveyed to Standard Tool Co., as





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<PAGE>   198
                                                                           (CEI)





         aforesaid; thence North 00 deg. 00' 25" West along the West-
         erly line of land so conveyed to Standard Tool Co., 93.94 feet to
         the place of beginning and containing 0.178 acre of land be the
         same more or less, but subject to all legal highways.

             Being a part of the premises acquired by the Company from
         (1) The Cleveland Trust Company, as Successor Trustee, who
         conveyed an undivided one-third (1/3) interest by Limited War-
         ranty Deed dated March 31, 1949 and recorded in Volume 6684,
         Page 223 of Cuyahoga County Records and from (2) Helen Wade
         Greene and George G. Wade who conveyed an undivided two-
         thirds (2/3) interest by Warranty Deed dated March 31, 1949
         and recorded in Volume 6684, Page 220 of Cuyahoga County
         Records.

                            WINDSOR SUBSTATION SITE

             PARCEL NO. 21.  Situated in the Township of Windsor,
         County of Ashtabula and State of Ohio, and known as being part
         of Lot No. 6, Range No. 6 in said Township and is bounded and
         described as follows:

             Beginning at a point in the center line of the Cleveland-
         Meadville Road (70 feet wide) at the South East corner of lands
         conveyed to Florence Regina Courtney, by deed dated October
         28, 1939, and recorded in Volume 353, Page 307 of Ashtabula
         County Records; thence Northerly along the Easterly line of
         land so conveyed to said Florence Regina Courtney, approxi-
         mately 220 feet to the North East corner of lands of said Court-
         ney, which is also the South East corner of lands conveyed to
         Viola Patti by deed dated August 17, 1945, and recorded in
         Volume 384, Page 410, Ashtabula County Records; thence East-
         erly along a line, which is the prolongation of the Northerly
         line of lands so conveyed to Florence Regina Courtney a distance
         of 75 feet; thence Southerly along a line parallel to and 75 feet
         distant from the Easterly line of lands so conveyed to Florence
         Regina Courtney, approximately 220 feet to the center line of
         said Cleveland-Meadville Road; thence Westerly along the center
         line of said Cleveland-Meadville Road, a distance of about 75
         feet to the place of beginning, be the same more or less, but
         subject to all legal highways.

             Being the premises conveyed to the Company by Warranty
         Deed from Frank Zarske, et al., dated May 6, 1949 and recorded
         in Volume 419, Page 504 of Ashtabula County Records.

                         NORTH OLMSTED SUBSTATION

             PARCEL NO. 22.  Situated in the Village of North Olmsted,
         County of Cuyahoga and State of Ohio, and known as being part
         of Original Dover Township Lot No. 19 and No. 20, and bounded
         and described as follows:





                                     A-139






<PAGE>   199
                                                                           (CEI)





    Beginning in the center line of Lorain Road, 80 feet wide, at
the most westerly corner of land conveyed to S. A. E. Lyman by
deed dated March 2, 1894, and recorded in Volume 563, Page 579
of Cuyahoga County Records; thence northeasterly along the
center line of Lorain Road, 80 feet wide, a distance of 195 feet;
thence southeasterly on a line at right angles to said center line
of Lorain Road, a distance of 200 feet; thence southerly on a line
parallel to the easterly line of Original Lot No. 19, to the north-
erly line of Parcel No. 2 of land conveyed to George Dempsey and
Sarah J. Dempsey, by deed dated January 6, 1894, and recorded
in Volume 565, Page 473 of Cuyahoga County Records; thence
westerly along said northerly line of said Parcel No. 2 of land so
conveyed to George Dempsey and Sarah J. Dempsey, as aforesaid,
to said easterly line of Original Lot No. 19; thence northerly
along said easterly line of Original Lot No. 19 about 397.40 feet,
to the most southerly corner of land so conveyed to S. A. E.
Lyman, as aforesaid; thence northwesterly along the southwest-
erly line of land so conveyed to S. A. E. Lyman, 97.08 feet to the
place of beginning, and containing about 2.737 acres of land, be
the same more or less, but subject to all legal highways; being a
part of the same land conveyed to the said Mabel G. McMillen by
deed dated February 17, 1939 recorded in Volume 4928, Page 174
of Cuyahoga County, Ohio, Records of Deeds, being the last prior
recording in respect thereto.

    Being the premises conveyed to the Company by Mabel G.
McMillen and joined therein by William A. McMillen, her hus-
band, in respect to dower, by Warranty Deed, dated November
14, 1949 and recorded in Volume 6859, Page 12 of Cuyahoga
County Records.

               HALL SUBSTATION SITE

    PARCEL NO. 23.  Situated in the Village of Eastlake, Coun-
ty of Lake and State of Ohio, and known as being part of Orig-
inal Willoughby Township Lot No. 1, in Tract 15, and is bounded
and described as follows:

    Beginning at the intersection of the center lines of Oakland
Avenue (a.k.a. Oakland Street) and Hall Avenue, both of said
avenues being 60 feet wide, which intersection is also at the
northwest corner of land conveyed to Benjamin Falstreau by
Warranty Deed, dated August 9, 1945 and recorded in Volume
210, Page 90 of Lake County Records; thence easterly along the
said center line of Hall Avenue 188.50 feet to the west line of
Shorelands No. 4 Subdivision, as shown by the recorded plat of
said Subdivision in Volume D of Maps, Page 69 of Lake County
Records; thence southerly along the west line of said Shorelands
No. 4 Subdivision 30.0 feet to the south line of said Hall Avenue;
thence easterly along the south line of Hall Avenue 13.15 feet to
its intersection with the northwesterly line of a 2.44 acre par-





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<PAGE>   200
                                                     (CEI)




cel of land conveyed to The Cleveland Electric Illuminating Com-
pany by Deed dated May 8, 1941 and recorded in Volume 179,
Page 518 of Lake County Records of Deeds; thence southwesterly
along the northwesterly line of said 2.44 acre parcel about 462.92
feet to the easterly line of land conveyed to Augusta Wicker
Smart by Deed dated September 10, 1929 and recorded in Vol-
ume 130, Page 563 of Lake County Records of Deeds; thence
northerly along the easterly line of said land so conveyed to
Augusta Wicker Smart, about 260.12 feet to the intersection of
said easterly line with southerly line of said Hall Avenue as
projected westerly; thence easterly along the westerly projection
of the southerly line of Hall Avenue and along the southerly
line of Hall Avenue, about 182 feet to a point in the westerly
line of said land conveyed to Benjamin Falstreau as aforesaid;
thence northerly along said westerly line of land, 30 feet to the
place of beginning and containing 1.274 acres of land, be the
same more or less.

    The northerly 30 feet of said premises extending from the
center line of Oakland Avenue to the westerly line of Shorelands
No. 4 Subdivision is comprised within the bounds of a public
highway or street known as Hall Avenue and the premises above
described are conveyed subject to the rights of the public in said
northerly 30 foot portion thereof.

    Being the premises conveyed by warranty deed from Ben-
jamin Falstreau and Rose Falstreau, husband and wife, to the
Company, dated February 13, 1950, and recorded in Volume 277,
Page 268 of Lake County Records.





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             NEWBURY SUBSTATION

    PARCEL NO. 1. Situated in the Township of Newbury,
County of Geauga and State of Ohio, and known as being a
part of Lot No. 14, in Tract 2, in said Township and bounded
and described as follows:

    Beginning in the center line of Chardon-Auburn Road, so
called, at the northwest corner of a nine (9) acre parcel of
land described as Parcel No. 1 in deed from Joseph S. Wiley
and Martha Wiley to Margaret Gillespie, dated March 5, 1919,
and recorded in Volume 151, Page 397 of Geauga County
Deed Records; thence easterly on the northerly line of said
nine (9) acre parcel of land (said northerly line being also
the southerly line of land conveyed to Trustees of Newbury
Township by Warranty Deed, dated July 2, 1873 and recorded
in Volume 74, Page 84 of Geauga County Deed Records) a dis-
tance of 217.8 feet; thence southerly on a line parallel to said
center line of the Chardon-Auburn Road, a distance of 100.00
feet; thence westerly on a line parallel to the northerly line
of said nine (9) acre parcel, 217.8 feet to the said center line
of the Chardon-Auburn Road; thence northerly on said center
line of said road, 100 feet to the place of beginning and con-
taining 0.50 acre of land, be the same more or less, but subject
to all legal highways.

    Being the premises conveyed by Warranty Deed from
Margaret Gillespie, widow and unmarried, to the Company,
dated March 31, 1950 and recorded in Volume 242, Page 339
of Geauga County, Ohio, Records.





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<PAGE>   202
                                                     (CEI)


               LANDER SUBSTATION

    PARCEL NO. 2. Situated in the Village of Mayfield Heights,
County of Cuyahoga and State of Ohio:

    Beginning at the intersection of the Northerly line of
Mayfield Road (100 feet wide) with the Easterly line of
Summit Drive (50 feet wide) thence Northerly along the
Easterly line of said Summit Drive a distance of 175 feet,
thence Easterly by a line parallel with said Northerly line of
Mayfield Road a distance of 150.30 feet to the Northwest
corner of a lot now or formerly owned by the City of Cleveland,
thence Southerly by a line parallel with said Easterly line of
Summit Drive, which parallel line is also the Westerly line
of said City of Cleveland lot a distance of 175 feet to the North-
erly line of Mayfield Road, thence Westerly along said North-
erly line of Mayfield Road a distance of 150.30 feet to a point,
the place of beginning, being part of sublots No. 1 and No. 2 in
the Enterprise Realty Company's Mayfield-Summit Subdivi-
sion of part of Original Mayfield Township Lot No. 19, Tract
No. 2, and part of Original Lot No. 25, Tract No. 3 as shown
by the recorded plat in Volume 74, Page 22 of Cuyahoga
County, Ohio Records; be the same more or less, but subject
to all legal highways.

    Being the premises conveyed by Warranty Deed from
Anthony C. Stella, et al., to the Company, dated August 3,
1950 and recorded in Volume 7085, Page 468 of Cuyahoga
County, Ohio, Records.

    PARCEL NO. 3. Situated in the Village of Mayfield Heights,
County of Cuyahoga, and State of Ohio, and known as being
part of Sublot No. 1 in the Enterprise Realty Co.'s. Mayfield
Summit Subdivision, of part of Original Mayfield Township
Lot No. 19, Tract 2, and Original Mayfield Township Lot No.
25, Tract 3, as recorded in Volume 74, Page 22 of Cuyahoga
County Map Records and bounded and described as follows:

    Beginning in the northerly line of Mayfield Rd. (100 ft.
wide) at its intersection with the easterly line of said sublot
No. 1; thence northerly along said easterly line, 175.000 ft.
to the southerly line of land conveyed to Edwin T. Hall, by
deed dated August 2, 1923, and recorded in Volume 2874, page
569 of Cuyahoga County Deed Records; thence Westerly along
said southerly line 50 feet, thence southerly and parallel with
said easterly line of said sublot No. 1, 175.000 ft. to said north-
erly line of Mayfield Rd.; thence easterly along said northerly
line 50.00 ft. to the place of beginning.

    Being the premises conveyed by Official Deed from The
City of Cleveland to the Company, dated September 13, 1950





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<PAGE>   203
                                                                           (CEI)



and recorded in Volume 7070, Page 479 of Cuyahoga County,
Ohio, Records.

             MAPLECREST SUBSTATION

    PARCEL NO. 4. Situated in the City of Parma, County of
Cuyahoga, and State of Ohio, and known as being parts of
Sublots Nos. 98, 99 and 100  in the Elworthy Helwick Co.'s
Melvern Park Allotment of a part of Original Parma Town-
ship Lot No. 10, Blake Tract, as shown by the recorded plat
in Volume 82 of Maps, Page 16 of Cuyahoga County Records
and bounded and described as follows:

    Beginning in the easterly line of State Road, 80 feet wide,
at its intersection with the southerly line of Maplecrest Avenue
(formerly Keystone Road), 50 feet wide; thence southerly
along the easterly line of State Road, 137.56 feet to the south-
erly line of said Sublot No. 98; thence easterly along the
southerly line of said Sublot No. 98, 190 feet; thence northerly
parallel with the easterly line of State Road a distance of 137.63
feet to the said southerly line of Maplecrest Avenue; thence
westerly along said southerly line of Maplecrest Avenue, 190
feet to the place of beginning and containing 0.600 acre of land,
be the same more or less but subject to all legal highways.

    Being the premises conveyed to the Company by Warranty
Deed from The H. & S. Realty Company, dated October 24,
1950 and registered in Book No. 298, Page 61445 of Land Title
Registers of Cuyahoga County, Ohio.

                EASTLAKE STATION

    PARCEL NO. 5. Situated in the Village of Eastlake, County
of Lake, and State of Ohio, known as being a part of Original
Willoughby Township Lot No. 22 in the Gore, and bounded
and described as follows:

    Beginning on the center line of Erie Road (sometimes
called Lake Road) at its intersection with the Southerly line
of said Original Lot No. 22; thence North 88 degrees 27' West along
the Southerly line of said Original Lot No. 22, 1333.20 feet;
thence North 68 degrees 39' East, 1127.23 feet to the center line of
said Erie Road; thence South 32 degrees 18' East along the center
line of said Erie Road, 529.32 feet to the place of beginning,
containing 6.719 acres of land, be the same more or less, to-
gether with the buildings and improvements upon said prem-
ises, but subject to all legal highways.

    Being the premises conveyed by Limited Warranty Deed
from The Day Nursery Association of Cleveland to the Com-





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<PAGE>   204
                                                     (CEI)


pany, dated December 5, 1950 and recorded in Volume 296,
Page 211 of Lake County, Ohio, Records.

             SORRENTO SUBSTATION

    PARCEL NO. 6. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio and known as being part of
Original Warrensville Township Lot No. 73 and bounded and
described as follows:

    Beginning in the center line of Lee Road S.E., 80 feet
wide, (formerly Shaker Road), at a distance of 149.90 feet
Northerly, as measured along said center line, from the South-
west corner of said Original Lot No. 73; thence Northerly
along said center line of Lee Road S.E., which center line is
also the Westerly line of said Original Lot No. 73, a distance
of 250.00 feet; thence Easterly along a line parallel with the
Southerly line of said Original Lot No. 73 and parallel with
the Southerly line of DeForest Avenue, 45 feet wide, a dis-
tance of 190.00 feet; thence Southerly along a line parallel
with the said center line of Lee Road S.E., a distance of
250.00 feet; thence Westerly along a line parallel with the
Southerly line of said Original Lot No. 73, a distance of
190.00 feet to the place of beginning and containing 1.0904
acres of land, be the same more or less, but subject to all legal
highways.

    Being the premises conveyed to the Company by William
E. Malm and joined therein by Alice B. Malm, his wife, in
respect to dower, by Limited Warranty Deed, dated Decem-
ber 11, 1950 and recorded in Volume 7202, Page 256 of Cuya-
hoga County, Ohio, Records.

              PURITAS SUBSTATION

    PARCEL NO. 7. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Rockport Township Section No. 10, and bounded
and described as follows:

    Beginning on the Easterly line of West 131st Street Ex-
tension, as shown by the dedication plat recorded in Volume
143 of Maps, Page 10 of Cuyahoga County Records, at its in-
tersection with the Southerly line of The Ford Realty Com-
pany's Liberty Subdivision No. 5, as shown by the recorded
plat in Volume 67 of Maps, Page 34 of Cuyahoga County
Records; thence Southerly along the Easterly line of West
131st Street Extension, 220 feet; thence Easterly along a line
at right angles with the Easterly line of West 131st Street



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<PAGE>   205
                                                                           (CEI)



Extension, 150 feet to the Westerly line of land conveyed to
Adolph and William J. Marquard by Deed dated November
18, 1919, and recorded in Volume 2346, Page 496 of Cuyahoga
County Records; thence Northerly along the Westerly line
of land so conveyed, about 138.31 feet to the Northwesterly
corner thereof; thence Easterly along the Northerly line of
land so conveyed, 128.47 feet to the Westerly line of West
130th Street, (formerly Settlement Road); thence Northerly
along the Westerly line of West 130th Street, 80 feet to the
Southerly line of The Ford Realty Company's Subdivision
as aforesaid; thence Westerly along the Southerly line of
said Subdivision, 278.47 feet to the place of beginning, and
further known as part of Sub Lots Nos. 46 and 49 in The Acre
Land Company  Subdivision, Proposed, be the same more
or less, but subject to all legal highways.

    Being the premises conveyed to the Company by Frank
Link and joined therein by Mary Link, his wife, in respect to
dower, by Warranty Deed, dated March 10, 1951 and re-
corded in Volume 7241, Page 333 of Cuyahoga County, Ohio,
Records.

           LLOYD SUBSTATION ADDITION

    PARCEL NO. 8. Situated in the Village of Wickliffe,
County of Lake, and State of Ohio, and known as being part
of Original Willoughby Township Lots No. 5 and No. 6, Tract
No. 12, bounded and described as follows:

    Beginning at a point in the center line of Lakeland Boule-
vard, (formerly St. Clair Road), at its intersection with the
Southwesterly line of first parcel of land conveyed to Arthur
E. Lloyd, et al., by deed dated August 12, 1933, and recorded
in Volume 148, Page 297 of Lake County Records; thence
South 48 degrees 19' East along the Southwesterly line of said land
conveyed to Lloyd, et al., a distance of about 585.21 feet to
the most Northerly corner of land conveyed to The Cleveland
Electric Illuminating Company by deed dated August 29,
1941, and recorded in Volume 183, Page 92 of Lake County
Records; thence South 53 degrees 48' West along the Northwesterly
line of said parcel of land conveyed to The Cleveland Electric
Illuminating Company a distance of 405-71/100 feet to its
intersection with the Northeasterly line of a parcel of land
conveyed to The Cleveland Electric Illuminating Company
by deed dated April 29, 1941 and recorded in Volume 181,
Page 25 of Lake County Records; thence North 48 degrees 19' West
along the Northeasterly line of said last mentioned parcel




                                     A-146






<PAGE>   206
                                                                           (CEI)


               of land conveyed to The Cleveland Electric Illuminating Com-
               pany, a distance of 548-59/100 feet to the center line of Lake-
               land Boulevard; thence North 48 degrees 39' 35" East along the
               center line of Lakeland Boulevard, a distance of about 399.63
               feet to the place of beginning and containing about 5.162
               acres of land, be the same more or less, but subject to all legal
               highways.

                  Together with the appurtenances thereof and all rights
               and easements thereunto belonging.

                  Being the premises conveyed to the Company by Deed
               from The Lubrizol Corporation, dated February 16, 1951 and
               recorded in Volume 297, Page 128 of Lake County, Ohio,
               Records.


                         MILES WAREHOUSE ADDITION

                  PARCEL NO. 1. Situated in the City of Cleveland, County
               of Cuyahoga, and State of Ohio, and known as being Sub
               Lot No. 14 in the S. H. Kleinman Realty Company's Miles
               Heights Allotment of a part of Original Warrensville Town-





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                                     A-147





<PAGE>   207
                                                     (CEI)




ship Lot No. 82, as shown by the recorded plat in Volume 44
of Maps, Page 15 of Cuyahoga County Records and bounded
and described as follows:

    Being 59.13 feet front on the Westerly side of East
154th Street, (formerly East 153rd Street), and extending
back 126.37 feet on the Southerly line, 131.73 feet on the
Northerly line, which is also the Southerly line of the Erie
Railroad right-of-way, and having a rear line of 97.00 feet,
as appears by said plat, and containing 0.226 acre of land, be
the same more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by Felix
I. Nowak Co., (a.k.a. Felix I. Nawak) and joined therein by
Josephine Nowak, his wife, in respect to dower, by Warranty
Deed dated August 7, 1951, and recorded in Volume 7296,
Page 546 of Cuyahoga County, Ohio, Records.

              EUCLID WAREHOUSE

    PARCEL NO. 2. Situated in the City of Euclid, County
of Cuyahoga and State of Ohio, and known as being part of
Original Euclid Township Lots Nos. 39 and 40, Tract No. 18,
and bounded and described as follows:

    Beginning on the center line of Babbitt Road, 60 feet
wide, at the most Easterly corner of land conveyed to The
New York, Chicago and St. Louis Railroad Company, by
Deed dated October 12, 1921, and recorded in Volume 2556,
Page 403 of Cuyahoga County Records; then South 34 degrees 48'
30" East, along the center line of Babbitt Road, 594.01 feet
to its intersection with the Northeasterly prolongation of the
Northwesterly line of Tungsten Road, 70 feet wide, as shown
by the dedication plat recorded in Volume 134 of Maps,
Page 32 of Cuyahoga County Records; thence South 49 degrees 40'
30" West, along said Northeasterly prolongation and along
the Northwesterly line of Tungsten Road, 1179.39 feet to
the Easterly line of lands conveyed to The Union Trust Com-
pany, Trustee, by Deed dated October 12, 1921, and recorded
in Volume 2556, Page 406 of Cuyahoga County Records;
thence North 00 degrees 23' 50" West, along the Easterly line of
land so conveyed to The Union Trust Company, Trustee,
663.11 feet to a point of curve; thence Northeasterly, along
the Southeasterly line of land so conveyed, 201.88 feet along
the arc of a curve deflecting to the right, said curve having



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<PAGE>   208
                                                                           (CEI)


a radius of 231.01 feet and a chord which bears North 24 degrees
38' 20" East, 195.52 feet to the Southeasterly line of land
conveyed to The New York, Chicago and St. Louis Railroad
Company as first aforesaid; thence North 49 degrees 40' 30" East,
along the Southeasterly line of land so conveyed, 633.74
feet to the place of beginning, and containing 13 Acres of
land, be the same more or less, but subject to all legal high-
ways, together with all improvements thereon.

    Being the premises conveyed to the Company by Floyd
B. Stein and Ethel A. Stein, husband and wife, and Carl L.
Stein, unmarried, by Warranty Deed, dated July 14, 1952,
and recorded in Volume 7605, Page 461, of Cuyahoga
County, Ohio, Records.

               PEARL SUBSTATION

    PARCEL NO. 3. Situated in the Village of Parma Heights,
County of Cuyahoga and State of Ohio and known as being
part of Sublot No. 127 in The Clayton C. Townes Company's
Orchard Acres Subdivision No. 1, of part of Original Parma
Township Lots Nos. 6, 20 and 21, Ely Tract, as shown by the
recorded plat in Volume 82 of Maps, Page 22 of Cuyahoga
County Records, and being further described as follows:

    Beginning in the southerly line of Wooster Pike Road
distant easterly along said southerly line 59.43 feet from the
northwest corner of said sublot 127; thence easterly along
said southerly line of Wooster Pike 60 feet to the northeast
corner of said sublot; thence southerly along the easterly
line of said sublot 222.28 feet (same being the westerly line
of Orchard Boulevard) to the southeast corner of said sub-
lot; thence westerly along the southerly line of said sublot
55 feet; thence northerly 199.028 feet to the place of begin-
ning, but subject to all legal highways.

    PARCEL NO. 4. Situated in the Village of Parma Heights,
County of Cuyahoga and State of Ohio and known as Sub-
lots Nos. 1156 and 1157 in The Clayton C. Townes Com-
pany's Re-subdivision of part of Orchard Acres Subdivision
Nos. 1, 2 and 4, of part of Original Parma Township Lots
Nos. 4, 6, 20 and 21, Ely Tract, as shown by the recorded
plat of said re-subdivision in Volume 98 of Maps, Page 1 of
Cuyahoga County Records, but subject to all legal highways.




                                     A-149






<PAGE>   209
                                                     (CEI)



    Being the premises conveyed to the Company by War-
ranty Deed, from James C. Maher and Anne M. Maher, hus-
band and wife, dated May 12, 1952, and registered in Book
324, Page 66634, and Book 324, Page 66635, respectively, of
Land Title Registers of Cuyahoga County, Ohio.

               CENTER SUBSTATION

    PARCEL NO. 5. Situated in the City of Rocky River,
County of Cuyahoga and State of Ohio, and known as being
part of Original Rockport Township Sections Nos. 14 and 17
and bounded and described as follows:

    Beginning in the center line of Center Ridge Road (60
feet wide) at a point distant 115.94 feet southwesterly as
measured along said center line from its intersection with the
center line of Northview Avenue (45 feet wide), said point
being also at the southwesterly corner of land conveyed to
John J. Orosz and Margaret Orosz by deed dated January
19, 1954 and bearing Cuyahoga County Recorder's File No.
722,104, thence northwesterly from said point of beginning
along a line at right angles to the said center line of Center
Ridge Road, said line being also the southwesterly line of land
conveyed to John J. Orosz and Margaret Orosz, as aforesaid,
a distance of about 152.83 feet to the southerly line of a
parcel of land conveyed by Lloyd Sanborn and Edith Snow
Sanborn (husband and wife), to the Board of Education of
Rocky River Village School District by deed dated December
17, 1925, and recorded in Volume 3343, Page 523 of Cuya-
hoga County Records; thence westerly along said southerly
line of land so conveyed to said Board of Education 128.31
feet to an inner corner of said land; thence southerly at right
angles along an easterly line of land so conveyed to said
Board of Education, 62.47 feet to a corner of said land;
thence westerly along a southerly line of land so conveyed to
said Board of Education, 110.00 feet to the northeasterly
corner of a parcel of land conveyed by Lloyd Sanborn and
Edith Snow Sanborn (husband and wife) to Andrew Zeager
and Mette B. Zeager by deed dated April 5, 1926 and re-
corded in Volume 3343, Page 524 of Cuyahoga County Rec-
ords; thence Southerly along the easterly line of land so con-
veyed to Andrew Zeager and Mette B. Zeager and along said
easterly line extended southerly, 210.23 feet to the center




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<PAGE>   210
                                                                           (CEI)


line of Center Ridge Road; thence northeasterly along said
center line 266.64 feet to an angle in said center line; thence
continuing northeasterly along said center line, 58.35 feet
to the place of beginning and containing 1.1482 acres of land.
be the same more or less, but subject to all legal highways.

    Being part of the premises conveyed to the Company by
Warranty Deed, from Wilbert J. O'Neill, and joined therein
by Mary M. O'Neill, his wife, dated November 18, 1952, and
recorded in Volume 7655, Page 676, of Cuyahoga County,
Ohio, Records.

      LAKE SHORE PLANT THIRD ADDITION

    PARCEL NO. 6. Situated in the City of Cleveland, County
of Cuyahoga, and State of Ohio, and known as being part of
Original One Hundred Acre Lot No. 349 and bounded and
described as follows:

    Beginning on the northwesterly line of the 100-foot
right-of-way of The New York Central Railroad Company
(formerly The Lake Shore and Michigan Southern Railroad
Company) at the southeasterly corner of land conveyed to
The United Salt Company by deed-dated October 28, 1895,
and recorded in Volume 614, Page 341, of Cuyahoga County,
Ohio, Deed Records; thence north 56 degrees 01' 00" east along the
northwesterly line of said The New York Central Railroad
Company's right-of-way a distance of 340.23 feet to a point,
said point being also south 56 degrees 01' 00" west a distance of
569.67 feet measured along the said northwesterly line of
the New York Central Railroad right-of-way from the inter-
section of said right-of-way line with the westerly line of the
second parcel of land conveyed to The Cleveland Electric
Illuminating Company by deed dated July 13, 1907, and
recorded in Volume 1127, Page 142, of said Cuyahoga County
Records; thence north 33 degrees 59' 00" west a distance of 10
feet to a point, thence north 48 degrees 24' 19" east a distance of
108.66 feet to a point which is distant 24.39 feet northerly by
rectangular measurement from the northwesterly line of the
said New York Central Railroad right-of-way; thence north
56 degrees 01' 00" east and parallel with the northwesterly line of
said railroad right-of-way a distance of 118.74 feet; thence
north 46 degrees 36' 38" east a distance of 90.05 feet to a point
which is distant 39.11 feet northwesterly by rectangular



                                     A-151






<PAGE>   211
                                                   (CEI)


measurement from the northwesterly line of said railroad
right-of-way; thence north 56 degrees 01' 00" east and parallel with
the northwesterly line of said railroad right-of-way a distance
of 18.49 feet; thence north 00 degrees 47' 30" west by a line parallel
with and distant 218.82 feet by rectangular measurement
westerly from the westerly line of the second parcel of land
conveyed to The Cleveland Electric Illuminating Company by
the aforesaid deed dated July 13, 1907, a distance of 166.45
feet; thence south 89 degrees 12' 30" west a distance of 31.18 feet;
thence north 00 degrees 47' 30" west by a line parallel with and
distant 250 feet by rectangular measurement westerly from
the westerly line of the second parcel of land conveyed to
The Cleveland Electric Illuminating Company by the afore-
said deed dated July 13, 1907, a distance of 423.84 feet;
thence south 89 degrees 12' 30" west a distance of 324.34 feet;
thence north 37 degrees 30' 00" west by a line parallel with and
distant 150 feet by rectangular measurement northeasterly
from the dividing line between land formerly owned by The
Union Salt Company (otherwise known as The United Salt
Company) and land then owned by The American Steel
and Wire Company, which dividing line was fixed and es-
tablished by decree of the U. S. Circuit Court of Ohio in
Chancery Case No. 7604, a plat of which showing said divid-
ing line is recorded in Volume 40 of Maps, Page 29, of Cuya-
hoga County, Ohio, Records, transecting the water's edge of
Lake Erie as it existed in the year 1909, and continuing
thence along the same course to the present water's edge of
Lake Erie; thence westerly along the present water's edge of
Lake Erie to its intersection with the aforesaid dividing line
between land of The United Salt Company and land then
owned by The American Steel and Wire Company as estab-
lished by said court decree; thence southeasterly along said
dividing line between The American Steel and Wire Com-
pany land and the land of The United Salt Company to the
water's edge of Lake Erie as it existed in the year 1909;
thence south 00 degrees 47' 30" east, and forming an exterior angle
of 143 degrees 17' 30" with said dividing line and continuing along
the easterly line of land so conveyed to The United Salt Com-
pany, first aforesaid, a distance of 992 feet to the point of
beginning, subject to all legal highways and waterways;





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<PAGE>   212
                                                                           (CEI)


    Excepting therefrom any portion of the above described
premises acquired through change in the shore line of Lake
Erie resulting from other than natural causes or from natural
causes other than accretion.

    Being the premises conveyed to the Company by Limited
Warranty Deed from The Ceico Company, dated March 27,
1953, and recorded in Volume 7697, Page 106, of Cuyahoga
County, Ohio, Records.

             PEPPER PIKE SUBSTATION

    PARCEL NO. 7. Situated in the Village of Pepper Pike,
County of Cuyahoga, and State of Ohio, and known as being
part of Original Orange Township Lot No. 8, Tract No. 2, and
bounded and described as follows:

    Beginning in the center line of Pine Tree Road, 66 feet
wide (formerly Kinsman Road), at the northeast corner of
land conveyed to Richard Gifford, et al., as Trustees of the
Bible Christian Church, by deed dated November 28, 1870,
and recorded in Volume 184, Page 48 of Cuyahoga County
Records, thence from said place of beginning due South along
the easterly line of said land so conveyed to Richard Gifford,
et al., as Trustees of the Bible Christian Church, and along
the easterly line of land conveyed to Virginia Velvick, by
deed dated March 10, 1945 and recorded in Volume 5852,
Page 563 of Cuyahoga County Records, a total distance of
283.00 feet; thence North 89 degrees 38' 00" East along a line
parallel to said center line of Pine Tree Road a distance of
150.00 feet; thence due North, 283.00 feet to the said center
line of Pine Tree Road; thence South 89 degrees 38' 00" West along
said center line a distance of 150.00 feet to the place of
beginning and containing 0.975 acre of land, be the same
more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by War-
ranty Deed from The Ceico Company, dated March 27,
1953, and recorded in Volume 7697, Page 104 of Cuyahoga
County, Ohio, Records.





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<PAGE>   213
                                                                           (CEI)


               FALLS SUBSTATION

    PARCEL NO. 8. Situated in the Village of Olmsted Falls,
County of Cuyahoga and State of Ohio, and known as being
a part of Block "M" in the heirs of Julia C. Northrop Parti-
tion of part of Original Olmsted Township Lot No. 2. Trace
No. 1, as shown by the recorded plat in Volume 10 of Maps,
Page 36 of Cuyahoga County Records, and bounded and de-
scribed as follows:

    Beginning at the intersection of the southerly line of
Elm Street (formerly known as Commercial Street) 50 feet
wide, with the easterly line of Division Street, 60 feet wide;
thence easterly along the southerly line of Elm Street, 180
feet to its intersection with the easterly line of said Block
"M"; thence southerly along the easterly line of Block "M,"
240 feet to a point; thence westerly on a line parallel to and
distant 240 feet from said southerly line of Elm Street 180
feet to the easterly line of Division Street; thence northerly
along the easterly line of Division Street, 240 feet to the
place of beginning, and containing 0.9917 acre of land, be
the same more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by War-
ranty Deed from Paul A. Sashko and Rita M. Sashko, hus-
band and wife, dated October 20, 1953, and recorded in
Volume 7890, Page 667, of Cuyahoga County, Ohio, Records.

              HEISLEY SUBSTATION

    PARCEL NO. 9. Situated in the Township of Mentor,
County of Lake and State of Ohio, being part of Lot No. 6,
Tract No. 6, within said Township, and described as follows:

    Beginning in the center line of Heisley Road at its inter-
section with the southerly line of the right of way of the
New York, Chicago & St. Louis (Nickel Plate) Railroad;
thence N. 60 degrees 13' 30" E. along said southerly line and through
an iron pipe 33.03 feet from said place of beginning, a total
distance of 225.76 feet to an iron pipe at the northwesterly
corner of lands conveyed to John T. and Viola E. Adams
by deed recorded in volume 227, page 263, of Lake County
Records of Deeds; thence S. 24 degrees 33' 30" E. along the westerly
line of said Adams lands, 145.0 feet to an iron pipe; thence
S. 60 degrees 13' 30" W. 279.17 feet to the center line of Heisley





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<PAGE>   214
                                                                           (CEI)


Road, and through an iron pipe 33.03 feet therefrom; thence
N. 5 degrees  01' W. along said road center line 159.01 feet to the
place of beginning, containing 0.8369 acre, as surveyed in
August, 1952, by T. R. Root, registered surveyor No. 2888,
be the same more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by War-
ranty Deed, from Hilda S. Wirtanen and T. A. Wirtanen,
wife and husband, dated September 17, 1952, and recorded
in Volume 326, Page 596 of Lake County, Ohio, Records.

             CONCORD SUBSTATION

    PARCEL NO. 10. Situated in the Township of Concord,
County of Lake and State of Ohio, and known as being part
of Lot No. 4 in Tract No. 2 in said Township, and bounded
and described as follows:

    Beginning in the center line of Prouty Road, 60 feet
wide, at its intersection with the west line of said Lot 4, said
intersection being also at the northwesterly corner of land
conveyed by deed dated July 23, 1946 and recorded in
Volume 222, Page 158 of Lake County Records of Deeds;
thence from said place of beginning South 00 degrees 01' East along
said west line of Lot 4 a distance of 200 feet; thence North
89 degrees 59' East, 145 feet; thence North 00 degrees 01' West a distance
of 255.27 feet to the said center line of Prouty Road; thence
South 69 degrees 07' West along said center line of Prouty Road
155.18 feet to the place of beginning and containing 0.7577
acre of land be the same more or less, but subject to all legal
highways.

    Being the premises conveyed to the Company by War-
ranty Deed, from Merle Wallace Court (a.k.a. Merle W.
Court) and Evelyn J. Court, husband and wife, dated October
31, 1952, and recorded in Volume 327, Page 490, of Lake
County, Ohio, Records.

              REYNOLDS SUBSTATION

    PARCEL NO. 11. Situated in the Township of Mentor,
County of Lake and State of Ohio, and known as being a
part of lot No. 9, Tract No. 13 of said Township, and bounded
and described as follows:

    Beginning in the center line of the Reynolds Road, 60
feet wide, at a point distant North 5 degrees 00' West, 198.5 feet



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<PAGE>   215
                                                                           (CEI)



as measured along said center line of Reynolds Road from
its intersection with the center line of the Plains Road (also
known as the Painesville-Euclid Road, State Route No. 283),
said point of beginning being also at the northeasterly corner
of a 0.393 acre parcel of land conveyed to Mentor Plains
Methodist Church by deed dated November 21, 1946 and
recorded in Volume 226, Page 53 of Lake County Records of
Deeds; thence from said point of beginning, South 75 degrees 47'
West along the northwesterly line of said 0.393 acre parcel
and along the westerly projection of said northwesterly line
a distance of 248.20 feet; thence North 5 degrees 00' West, 184.75
feet; thence North 85 degrees 00' East, 245.00 feet to the said center
line of Reynolds Road; thence South 5 degrees 00' East, along said
center line of Reynolds Road, 145.00 feet to the point of
beginning and containing 0.9273 acre of land, be the same
more or less but subject to all legal highways.

    Being the premises conveyed to the Company by Trus-
tee's Deed, from Edward R. Ostrander et al., Trustees, dated
February 12, 1953, and recorded in Volume 334, Page 230
of Lake County, Ohio, Records.

               ROME SUBSTATION

    PARCEL NO. 12. Situated in the Township of Rome,
County of Ashtabula, and State of Ohio, and known as being
part of Original Lot No. 25 in said Township, and bounded
and described as follows:

    Beginning at a point in the center line of the North and
South highway, known as State Route No. 45, and at the
Southwest corner of premises conveyed to The Trustees of
the 1st Congregational Society of the Township of Rome by
deed recorded in Volume S, Page 327, Ashtabula County
Records; thence running Easterly along the Southerly line
of lands so conveyed to said Trustees of the 1st Congrega-
tional Society of the Township of Rome, to a point which is
distant 200 feet Easterly from the Easterly line of said State
Route No. 45; thence Southerly on a line parallel with the
center line of said State Route No. 45, a distance of 100 feet
to a point; thence Westerly on a line parallel with said
Southerly line of lands so conveyed to said Trustees of the
1st Congregational Society of the Township of Rome, as
aforesaid, to the center line of said State Route No. 45; thence




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<PAGE>   216
                                                                           (CEI)


Northerly along the center line of said State Route No. 45,
a distance of 100 feet to the place of beginning, and contain-
ing approximately 0.52 of an acre, be the same more or less,
but subject to all legal highways.

    Being the premises conveyed to the Company by Claude
E. Flint and joined therein by Nona E. Flint, his wife, in
respect to dower by Warranty Deed, dated October 2, 1951,
and recorded in Volume 468, Page 265 of Ashtabula County,
Ohio, Records.

               HEATH SUBSTATION

    PARCEL NO. 13. Situated in the Township of Chester,
County of Geauga and State of Ohio, and known as being
a part of Original Lot No. 31, in Tract 3 of said Township,
and bounded and described as follows:

    Beginning in the center line of the Cleveland-Meadville
Road, also known as Mayfield Road, 60 feet wide, at the
southwest corner of a 2.71 acre parcel of land conveyed to
Charles Greif Raible by deed, dated January 15, 1949, and
recorded in Volume 237, Page 101 of Geauga County Deed
Records, said southwest corner being distant 272.0 feet
westerly from the intersection of said center line of the
Cleveland-Meadville Road with the center line of Heath Road,
formerly known as Harvard Avenue; thence northerly along
the westerly line of said land so conveyed to Charles Greif
Raible 433.1 feet to the northwesterly corner thereof; thence
westerly along the westerly projection of the northerly line
of said land so conveyed to Charles Greif Raible, as afore-
said, to the easterly line of land conveyed to Harold O. Ruh,
et al., September 21, 1927 by deed as recorded in Volume
180, Page 496 of Geauga County Record of Deeds; thence
southerly along said easterly line of land so conveyed to
Harold O. Ruh, et al., as aforesaid, to the said center line of
the Cleveland-Meadville Road; thence easterly along said
center line of said road to the place of beginning, and con-
taining about 2.692 acres of land, be the same more or less,
but subject to all legal highways.

    Being the premises conveyed to the Company by War-
ranty Deed, from Donald L. Wyatt and Edna M. Wyatt,
husband and wife, dated January 16, 1952, and recorded in
Volume 246, Page 241, of Geauga County, Ohio, Records.




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<PAGE>   217
                                                                           (CEI)


              HAMBDEN SUBSTATION

    PARCEL NO. 14. Situated in the Township of Hambden,
County of Geauga, and State of Ohio, and being a part of
Original Lot No. 18, Bond Tract within said Township, and
bounded and described as follows:

    Beginning at an iron pipe set on the southwesterly line
of Old State Road, 66 feet wide, at the most northerly corner
of lands conveyed to Hambden Township by deed recorded
in Volume 8, Page 179 of Geauga County Records of Deeds;
thence South 44 degrees 49' West along the northwesterly line of
lands so conveyed to Hambden Township, 67.64 feet to an
iron pipe set at the most westerly corner thereof; thence
South 32 degrees 23' East along the southwesterly line of said Town-
ship lands, 13.8 feet to an iron pipe set at the most northerly
corner of lands conveyed to Della K. Luther by deed dated
October 2, 1943 and recorded in Volume 212, Page 512 of
Geauga County Records of Deeds; thence South 60 degrees 24' 20"
West along the northwesterly line of said lands so conveyed
to Della K. Luther, 160.8 feet to an iron pipe set at the most
easterly corner of lands conveyed to Melvin A. Murray and
Cleta P. Murray by deed recorded in Volume 232, Page 48
of Geauga County Records of Deeds; thence North 32 degrees 5' 40"
West along the northeasterly line of said lands so conveyed
to Melvin A. Murray and Cleta P. Murray, 120.75 feet to an
iron pipe set therein; thence North 57 degrees 37' East, 226.05 feet
to an iron pipe set in the said southwesterly line of Old State
Road; thence South 32 degrees 23' East along said southwesterly
line of Old State Road, 100 feet to the place of beginning and
containing 0.621 acre of land according to a survey made
by T. R. Root, Ohio Registered Surveyor No. 2888, January
1952, be the same more or less, but subject to all legal high-
ways. The courses used in the foregoing description are
given to an assumed meridian and are used to indicate angles
only.

    Being the premises conveyed to the Company by War-
ranty Deed, from Mayme Ransom, widow and unmarried,
dated January 25, 1952, and recorded in Volume 251, Page
106, of Geauga County, Ohio, Records.





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<PAGE>   218
                                                                           (CEI)


             NURSERY SUBSTATION

    PARCEL NO. 15. Situated in the Township of Painesville,
County of Lake and State of Ohio, and known as being a
part of Lot No. 6, Tract No. 2 in said Township, and is
bounded and described as follows:

    Beginning in the center line of Fairport Nursery Road,
60 feet in width, at the northwesterly corner of land con-
veyed to Joseph Major, Jr. and John Kolonich by deed dated
June 21, 1948 and recorded in Volume 251, Page 268 of
Lake County Deed Records, said place of beginning being
distant North 250 degrees 19' 10" West, as measured along the said
center line of Fairport Nursery Road from an iron pipe
monument at its intersection with the center line of Mantle
Road, a distance of 141.23 feet;

    Course No. 1: thence North 25" 19' 10 degrees West along the
said center line of Fairport Nursery Road, a distance of
834.345 feet to the southwesterly corner of land conveyed
to F. & M. Tavern, Inc. by deed dated October 28, 1952 and
recorded in Volume 327, Page 438 of Lake County Deed
Records;

    Course No. 2: thence South 89 degrees 11' 50" East along the
southerly line of land so conveyed to F. & M. Tavern, Inc.
and along the southerly line of land conveyed to Nicola
Scacciavillani, Trustee by deed dated July 17, 1914 and re-
corded in Volume 55, Page 532 of Lake County Deed Rec-
ords, a distance of 1342.755 feet to an iron pin monument in
the westerly line of the right-of-way of The Fairport, Paines-
ville & Eastern Railroad Company, at a distance of 33.41 feet
passing through an iron pipe monument in the northeasterly
line of said Fairport Nursery Road, and at a distance of
954.93 feet passing through an iron bolt monument mark-
ing the southeasterly corner of said F. & M. Tavern, Inc. and
the southwesterly corner of said Nicola Scacciavillani, Trus-
tee;

    Course No. 3: thence South 3 degrees 10' 10" East along the
westerly line of said right-of-way, a distance of 772.48 feet
to the northerly line of land conveyed to Michael P. and
Mary A. Pillar by deed dated June 1, 1937 and recorded in
Volume 158, Page 548 of Lake County Deed Records;

    Course No. 4: thence North 88 degrees 00' 00" West along the
northerly line of land so conveyed to Michael P. and Mary A.




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<PAGE>   219
                                                                           (CEI)

Pillar and along the northerly lines of land conveyed to
Felix D'Ianni by deed dated April 2, 1928 and recorded in
Volume 120, Page 149 of Lake County Deed Records, and
Felix and Anna L. Ginst by deed dated May 9, 1912 and
recorded in Volume 51, Page 630 of Lake County Deed Rec-
ords, and Joseph Major, Jr. and John Kolonich by deed dated
June 21, 1948 and recorded in Volume 251, Page 268 of
Lake County Deed Records, a distance of 1029.14 feet to the
place of beginning, at a distance of 217.04 feet passing
through an iron bar monument, at a distance of 283.04 feet
passing through an iron pipe monument, at a distance of
656.21 feet passing through an iron pipe monument and at
a distance of 995.374 feet passing through the northeasterly
line of Fairport Nursery Road, and containing 20.63410 acres
of land according to the survey of George M. Garrett & As-
sociates, Registered Professional Engineers & Surveyors,
made January 20, 1954.

    The above described parcel of land being the same land
which was conveyed by Tressa Zampini and Gus Zampini,
her husband, to Egidio Zampini, Josephine Zampini and
Felice Zampini, by Warranty Deed dated November 3, 1939
and recorded in Volume 173, Page 11 of Lake County Rec-
ords, and by Felice Zampini and Mary Zampini, his wife, to
Egidio Zampini and Josephine Zampini, by Quit Claim
Deed dated November 13, 1942 and recorded in Volume 184,
Page 405 of Lake County Records.

    Being the premises conveyed to the Company by War-
ranty Deed from Mary Zampini DePalma, Executrix of the
Last Will and Testament of Egidio Zampini, deceased, dated
February 12, 1954, and recorded in Volume 355, Page 84 of
Lake County, Ohio, Records.

                  PERRY SUBSTATION

    PARCEL NO. 16. Situated in the Village of Perry, County
of Lake and State of Ohio, and known as being Sublots Nos.
2 and 3 in C. C. St. John's Survey of part of original Perry
Township Lot No. 45 as shown by the recorded plat in Vol-
ume A of Portfolios Pages 62 and 63 of Lake County Rec-
ords together forming a parcel of land 148.01 feet front on
the Westerly side of Maple Street and extending back 295.02
feet on the Northerly line 293.90 feet on the Southerly line
measured from the centerline of said Maple Street and having




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<PAGE>   220
                                                                           (CEI)


a rear line of 148.01 feet, as appears by said plat, be the same
more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by War-
ranty Deed from Michael P. Zampini and Anne S. Zampini,
husband and wife, dated February 9, 1954, and recorded in
Volume 354, Page 155, of Lake County, Ohio, Records.

             BAINBRIDGE SUBSTATION

    PARCEL NO. 17. Situated in the Township of Bainbridge,
County of Geauga and State of Ohio, and known as being
part of Original Bainbridge Township Lot No. 25 and
bounded and described as follows:

    Beginning in the center line of the Warren-Youngstown
Road, 60 feet wide, at the northwest corner of land conveyed
to Elizabeth J. Pospisil by deed recorded in Volume 232,
Page 559 of Geauga County Records; thence from said place
of beginning South 1 degree 58' 40" East along the westerly line of
land so conveyed to Elizabeth J. Pospisil, a distance of 204.99
feet; thence South 88 degrees 01' 20" West 115 feet; thence North
1 degree 58' 40" West, 274.03 feet to the said center line of the
Warren-Youngstown Road; thence South 61 degrees 00' 00" East
along said center line 134.13 feet to the place of beginning
and containing 0.6323 acre of land, be the same more or less,
but subject to all legal highways.

    Being the premises conveyed to the Company by War-
ranty Deed, from A. Carl Giesler and Gertrude P. Giesler,
husband and wife, dated January 28, 1954, and recorded in
Volume 259, Page 4 of Geauga County, Ohio, Records.




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                                                                           (CEI)





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                              ROCKSIDE SUBSTATION

    PARCEL NO. 1. Situated in the City of Maple Heights, Coun-
ty of Cuyahoga and State of Ohio, and known as Sublot No. 8 in
The B. & J. Realty Company's Lee Dunham Estates Subdivision,
of part of Original Bedford Township, Lot No. 22, as shown by
the recorded plat in Volume 99 of Maps, page 22 of Cuyahoga
County Records, subject to all legal highways and to the follow-
ing conditions and restrictions as contained in the Deed from
The B & J Realty Company to Virginia E. Johnson, same being
Land Title Registration Document No. 68665, to-wit:

    "Subject to the same covenants, conditions and restrictions
as contained in the deed from The B. & J. Realty Company to
Austin Adams and Emma Adams, filed as Land Title Registration
Document No. 38603 and further shown in Certificate of Title
No. 15758."

    PARCEL NO. 2. Situated in the City of Maple Heights, County
of Cuyahoga and State of Ohio, and known as part of Original
Bedford Township, Lot No. 22 and being further known as part
of Block "C" in the B. & J. Realty Company's Lee-Dunham
Estates Subdivision, as recorded in Volume 99 of Maps, page 22
of Cuyahoga County Records, and further described as follows:

    Beginning at a point in the westerly line of Lee Road, 100
feet wide, at the southeasterly corner of land conveyed to Theo-
dore R. and Frances V. Newell, on March 4, 1931, and registered
under Certificate of Title No. 27200 thence South 0 degrees  04' 45" East
along the westerly line of Lee Road, to the northerly end of a
turnout between the said westerly line of Lee Road and the nor-


                                 A-162






<PAGE>   222
                                                                           (CEI)



  therly line of Rockside Road, 80 feet wide, as shown on the dedi-
  cation plat of the aforesaid subdivision; thence southwesterly
  along said turnout on a curved line deflecting to the right, 23.71
  feet to the northerly line of Rockside Road, thence westerly
  along the said northerly line of Rockside Road, 117.86 feet to
  the westerly line of Block "C" as shown on the aforesaid dedi-
  cation plat; thence North 0 degrees  04' 45" West along the said west-
  erly line of Block "C" 95 feet to the southerly line of land con-
  veyed to Theodore R. and Frances V. Newell, as aforesaid; thence
  South 89 degrees  31' 35" East along the last aforesaid line, 133 feet to
  the place of beginning, be the same more or less, but subject to
  all legal highways.

      PARCEL NO. 3. Situated in the City of Maple Heights, County
  of Cuyahoga, and State of Ohio, and known as being part of
  Original Bedford Township Lot No. 22 and further known as
  being part of Block "C" in The B. & J. Realty Company's Lee-
  Dunham Estates as recorded in Volume 99, Page 22 of Cuya-
  hoga County Map Records, and further described as follows:

      Beginning at a point in the westerly line of Lee Road, dis-
  tant North 0 degrees  04' 45" West, 95 feet from the Northerly line of
  Rockside Road as dedicated on said recorded plat, produced
  easterly.

      Course No. 1: Thence North 89 degrees  31' 35" West, parallel with
  said northerly line of Rockside Road, 133 feet to the westerly
  line of said Block "C".

      Course No. 2: Thence North 0 degrees  04' 45" West along said
  westerly line of Block "C", 40 feet.

      Course No. 3: Thence South 89 degrees  31' 35" East, parallel with
  Course No. 1 above, 133 feet to said Westerly line of Lee Road.

      Course No. 4: Thence South 0 degrees  04' 45" East, 40 feet to the
  place of beginning.

      Subject to all legal highways.

                               MARTHA SUBSTATION

      PARCEL NO. 4. Situated in the City of Cleveland, County of
  Cuyahoga and State of Ohio and known as being Sublots Nos.
  212 and 213 in E. R. Cowin Land Company's Maplewood Sub-
  division of part of Original Rockport Township Lots Nos. 7 and
  8, Section No. 3, as shown by the recorded plat in Volume 62 of
  Maps, Page 4 of Cuyahoga County Records, and together forming
  a parcel of land having a frontage of 74 feet on the easterly
  side of West 167th Street (formerly Oak Avenue), and extending


                                     A-163






<PAGE>   223
                                                                           (CEI)



back of equal width 108 feet, as appears by said plat, be the
same more or less, but subject to all legal highways.

Being the same premises conveyed to The Hoislbauer-Fodor
Building Company by deed from Alex Fodor and Anna Fodor,
dated May 26, 1954 and recorded in Volume 8062, Page 55 of
Cuyahoga County Records.

    PARCEL NO. 5. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio and known as being the southerly
108 feet of Sublots Nos. 214, 215, 216, 217, and 218 in E. R.
Cowin Land Company's Maplewood Subdivision of part of Origi-
nal Rockport Township Lots Nos. 7 and 8, Section No. 3, as
shown by the recorded plat in Volume 62 of Maps, Page 4 of
Cuyahoga County Records, and together forming a parcel of
land having a frontage of 180 feet on the southerly side of Purtis
Avenue, S.W., 80 feet wide, and extending back of equal width
108 feet, as appears by said plat, be the same more or less, but
subject to all legal highways.

Being the same premises conveyed to Alex Fodor, et al, by
deed dated May 12, 1954, and recorded in Volume 8050, Page
432, by deed dated May 26, 1954 and recorded in Volume 8066,
Page 257, and by deed dated June 1, 1954 and recorded in Volume
8054, Page 231, all of Cuyahoga County Records.

                              KIRKWOOD SUBSTATION

    PARCEL NO. 6. Situated in the City of Bedford, County of
Cuyahoga and State of Ohio:

And known as being all of Sublots Nos. 1032, 1033, 1034, 1035,
1036 and 1037 in the Ohio Land Development Corporation
Re-Subdivision of part of Original Township Lot No. 67, as shown
by the recorded plat in Volume 78 of Maps, Page 8 of Cuyahoga
County Records.

Said Sublots have a total frontage of one hundred ninety-two
(192) feet on Forbes Road, as appears by said plat, be the
same more or less, but subject to all legal highways.

                         NEWBURGH SUBSTATION ADDITION

    PARCEL NO. 7. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being a part of Sub-
lots Nos. 32 and 35 together with all of Sublots Nos. 33 and 34
in the E. S. Gillette and A. S. Dobbs Subdivision of a part of
Original 100 Acre Newburgh Township Lot No. 439 as shown by
the plat recorded in Volume 8, Page 16 of Cuyahoga County


                     A-164






<PAGE>   224
                                                                           (CEI)



Maps, and also a part of Original 100 Acre Newburgh Township
Lot No. 439 unallotted, together forming a parcel of land bounded
and described as follows:

    Beginning on the easterly line of East 79th Street, 50 feet
in width, at the northwesterly corner of land conveyed to The
Cleveland Electric Illuminating Company by deed dated Febru-
ary 8, 1929, and recorded in Volume 3859, Page 369 of Cuyahoga
County Records;

    Course No. 1: thence North 00 degrees  14' 40" East along the
easterly line of East 79th Street, a distance of 111.00 feet;

    Course No. 2: thence North 89 degrees  45' 00" East along a line
drawn parallel to the northerly line of land so conveyed to The
Cleveland Electric Illuminating Company, a distance of 194.962
feet to a point in the southwesterly curved line of a right-of-
way, 20 feet in width, conveyed to The Cleveland Electric Illumi-
nating Company by deed dated June 10, 1932, and recorded in
Volume 4250, Page 574 of Cuyahoga County Records;

    Course No. 3: thence southeasterly along said southwesterly
curved right-of-way line, along the arc of a curve deflecting to
the right, a distance of 5.803 feet to a point of tangency in said
right-of-way line, said curved right-of-way line having a radius
of 443.259 feet and a chord which bears South 00 degrees  07' 50" East
a distance of 5.803 feet;

    Course No. 4: thence continuing along the westerly line of
said right-of-way and tangent to the above described curved
right-of-way line South 00 degrees  14' 40" West, a distance of 105.196
feet to the northerly line of land conveyed to The Cleveland
Electric Illuminating Company as first above mentioned;

    Course No. 5: thence South 89 degrees  45' 00" West along said
northerly line, a distance of 195.00 feet to the place of beginning,
and containing 0.49688 acres of land, be the same more or less,
but subject to all legal highways.

    PARCEL NO. 8. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being a part of
Original 100 Acre Newburgh Township Lot No. 439 unallotted,
and bounded and described as follows:

    Beginning on the northerly line of land conveyed to The
Cleveland Electric Illuminating Company by deed dated Feb-
ruary 8, 1929, and recorded in Volume 3859, Page 369 of Cuya-





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<PAGE>   225
                                                                           (CEI)




hoga County Records at a point distant North 89 degrees  45' 00" East,
a distance of 215.00 feet, as measured along said northerly line
from the easterly line of East 79th Street, 50 feet in width, said
beginning point being also the southeasterly corner of a right-
of-way, 20 feet in width, conveyed to The Cleveland Electric
Illuminating Company by deed dated June 10, 1932, and recorded
in Volume 4250, Page 574 of Cuyahoga County Records.

    Course No. 1: thence north 00 degrees  14' 40" East along the
easterly line of said right-of-way, a distance of 105.024 feet
to a point of curvature therein;

    Course No. 2: thence northwesterly along said right-of-way
line along the arc of a curve deflecting to the left, a distance of
5.976 feet, said curved line having a radius of 463.259 feet and
a chord which bears North 00 degrees  07' 30" West a distance of
5.976 feet;

    Course No. 3: thence North 89 degrees  45' 00" East along a line
drawn parallel to the northerly  line of land conveyed to The
Cleveland Electric Illuminating Company as first above men-
tioned, a distance of 110.038 feet to its intersection with the
northerly prolongation of the easterly line of land so conveyed;

    Course No. 4: thence South 00 degrees  14' 40" West along said
northerly prolongation, a distance of 111.00 feet to the north-
easterly corner of land so conveyed;

    Course No. 5: thence South 89 degrees  45' 00" West along the
northerly line of land so conveyed, a distance of 110.00 feet to
the place of beginning, and containing 0.28029 acres of land, be
the same more or less, but subject to all legal highways.

    PARCELS NOS. 7 and 8 are both subject to slope rights in
favor of various parties given or granted in instruments re-
corded in the following Cuyahoga County Records:

    Miscellaneous    Volume 10, Page 253;
    Deed             Volume 1710, Page 563; and
    Deed             Volume 1710, Page 565; and

awarded by decree of the Insolvency Court of Cuyahoga County,
State of Ohio, dated February 2, 1920, in Case No. 8,892.

                             BLUESTONE SUBSTATION

    PARCEL NO. 9. Situated in the City of South Euclid, County
of Cuyahoga and State of Ohio, and known as being a part of
Original Euclid Township Lot No. 28 in Tract 6, and bounded
and described as follows:



                                     A-166






<PAGE>   226
                                                                           (CEI)


    Beginning at a point on the southwesterly line of Green
Road, 70 feet in width, distant South 40 degrees  34' 10" East a distance
of 31.865 feet, as measured along said southwesterly line of
Green Road from the northwesterly line of land conveyed to
Angelo Marra by deed dated May 27, 1948, and recorded in Vol-
ume 6617, Page 520 of Cuyahoga County Records, said south-
westerly line of Green Road being also the southwesterly line
of a strip of land, 10 feet in width, conveyed to the Village of
South Euclid by deed dated October 18, 1930, and recorded in
Volume 4087, Page 649 of Cuyahoga County Records;

    Course No. 1: thence South 69 degrees  08' 00" West, parallel to
and distant 30.00 feet southeasterly by rectangular measure-
ment from said northwesterly line of land conveyed to Angelo
Marra, a distance of 233.00 feet;

    Course No. 2: thence South 40 degrees  34' 10" East along a line
drawn parallel to said southwesterly line of Green Road, a dis-
tance of 120.00 feet;

    Course No. 3: thence North 69 degrees  08' 00" East along a line
drawn parallel to Course No. 1 above described, a distance of
233.00 feet to the aforementioned southwesterly line of Green
Road;

    Course No. 4: thence North 40 degrees  34' 10" West along the said
southwesterly line of Green Road, a distance of 120.00 feet to
the place of beginning, and containing 0.60429 acre of land, be
the same more or less but subject to all legal highways.

    Being part of the premises conveyed to Angelo Marra by
deed dated May 27, 1948, and recorded in Volume 6617, Page
520 of Cuyahoga County Records.

                               DOVER SUBSTATION

    PARCEL NO. 10. Situated in the City of North Olmsted, Coun-
ty of Cuyahoga and State of Ohio, and known as being part of
Original Olmsted Township Lot No. 21, Tract No. 6 and bounded
and described as follows:

  Beginning on the center line of Dover Center Road (40 feet
wide) at the northwesterly corner of land conveyed to Helen C.
Kennedy by deed dated June 23, 1955, and recorded in Volume
8415, Page 582 of Cuyahoga County Records; thence easterly
along the northerly line of said land 200 feet to the northeast-
erly corner thereof; thence, southerly and parallel with the
center line of Dover Center Road along the easterly line of said
land so conveyed to Helen C. Kennedy a distance of 125 feet;




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<PAGE>   227
                                                                           (CEI)





thence westerly 200 feet to a point in the said center line of
Dover Center Road distant 125 feet southerly from the place of
beginning; thence northerly along said center line of Dover
Center Road 125 feet to the place of beginning and containing
0.5739 acre of land be the same more or less, but subject to all
legal highways.

    And being part of the same premises conveyed to Helen C.
Kennedy by Warranty Deed from John Loser and Conrad Loser,
dated June 23, 1955, and recorded in Volume 8415, Page 582 of
Cuyahoga County Records.

                              COLLEGE SUBSTATION

    PARCEL NO. 11. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
University Square in William Slade Jr.'s Allotment on Univer-
sity Heights, as shown by the recorded plat of said Allotment
in Volume 1 of Maps, Page 23 of Cuyahoga County Records, and
bounded and described as follows:

    Beginning at the Southerly line of College Street, S.W. at
a point 40 feet Easterly from its intersection with the Easterly
line of Professor Street, S.W.; thence Easterly along said
Southerly line of College Street, S.W., 33 feet; thence Southerly
parallel with Professor Street, S. W., 78 feet; thence Westerly
parallel with College Street, S. W., 33 feet; thence Northerly
parallel with Professor Street, S. W., 78 feet to the place of be-
ginning, as appears by said plat, be the same more or less, but
subject to all legal highways.

    PARCEL NO. 12. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
University Square in William Slade Jr.'s Allotment on University
Heights, as shown by the recorded plat of said Allotment in
Volume 1 of Maps, Page 23 of Cuyahoga County Records, and
bounded and described as follows:

    Beginning at the Northwesterly corner of said Square at the
intersection of College and Professor Streets S.W., thence run-
ning Southerly along the Easterly line of Professor Street S.W.,
78 feet; thence Easterly parallel with College Street, S.W., 40
feet; thence Northerly parallel with the Easterly line of Pro-
fessor Street S.W., 78 feet to the Southerly line of College Street
S.W.; thence Westerly along the Southerly line of College Street
S.W., 40 feet to the place of beginning, as appears by said plat,
be the same more or less, but subject to all legal highways.



                                    A-168






<PAGE>   228
                                                                           (CEI)



    Being the same premises conveyed by Sabina Weissman to
Gizella Weissman by deed dated February 15, 1937 and recorded
in Volume 4706, Page 409 of Cuyahoga County Records.

                              GILBERT SUBSTATION

    PARCEL NO. 13. Situated in the City of Brooklyn, County of
Cuyahoga, and State of Ohio, and known as being part of Origi-
nal Brooklyn Township Lot No. 24 and bounded and described as
follows:

    Beginning on the northerly line of Memphis Avenue (86 feet
in width) at the southeast corner of Sub Lot No. 12 in The Blaser
Realty Company's Ridgelawn Subdivision of part of Original
Brooklyn Township Lot No. 24, as shown by the recorded plat
in Volume 92 of Maps, Page 10 of Cuyahoga County Records,
thence northerly from said place of beginning along the easterly
line of said Sublot No. 12 and along the easterly line of Sublot
No. 13 in said Subdivision a distance of 252.00 feet to the south-
erly line of Southfield Avenue, 50 feet in width; thence easterly
along said southerly line of Southfield Avenue a distance of
40 feet; thence southerly along a line parallel to the easterly line
of said Sublot No. 13 a distance of 82 feet; thence easterly along
a line parallel to said southerly line of Southfield Avenue a dis-
tance of 71.26 feet to the intersection of said last mentioned
parallel line with the northerly projection of the westerly line
of lands conveyed to Michael and Mary Georgeff by Deed re-
corded in Volume 5450, Page 195 of Cuyahoga County Records;
thence southerly along said northerly projection and along the
westerly line of said lands conveyed to Michael and Mary
Georgeff, as aforesaid, 170 feet to the said northerly line of
Memphis Avenue; thence westerly along said northerly line of
Memphis Avenue a distance of 111.26 feet to the place of begin-
ning and containing 0.5095 acre of land according to a survey
February 22, 1955, by George M. Garrett & Associates, Regis-
tered Surveyors, be the same more or less, but subject to all
legal highways.

                            STRONGSVILLE SUBSTATION

    PARCEL NO. 14. Situated in the Village of Strongsville,
County of Cuyahoga and State of Ohio and known as being part
of Original Strongsville Township Lot No. 56 and bounded and
described as follows:

    Beginning in the center line of Pearl Road, 66 feet wide,
(formerly Wooster Pike, 60 feet wide) at its intersection with
the Northerly line of land conveyed to Ernest J. and Clara E.
Fish by deed dated March 19, 1913, and recorded in Volume



                                     A-169






<PAGE>   229
                                                                           (CEI)




1460, Page 126 of Cuyahoga County Records; thence North 87 degrees
03' 30" East along said Northerly line of land conveyed to Ernest
J. and Clara E. Fish, as aforesaid, a distance of 235 feet; thence
North 0 degrees  01' 40" West, 105 feet; thence South 87 degrees 03' 30" West,
235 feet to the said center line of Pearl Road; thence South 0 degrees
01' 40" East along said center line of Pearl Road 105 feet to the
place of beginning and containing 0.5657 acre of land, be the
same more or less, but subject to all legal highways.

    Being part of the same premises conveyed by Florence E.
Hirt and Harry L. Hirt to Sylvia Jaffe by deed dated August 20,
1930, and recorded in Volume 4030, Page 442 of Cuyahoga
County Records.

                                IDA SUBSTATION

    PARCEL NO. 15. Situated in the City of Garfield Heights,
County of Cuyahoga and State of Ohio and known as being a
part of Original Lot No. 15 in the Granger Plat of part of Origi-
nal Independence Township Tract No. 1, East of the Cuyahoga
River, bounded and described as follows:

    Starting on the center line of Turney Road (70 feet wide)
at the Southeast corner of said Original Lot 15; thence North 28
degrees 38 minutes, 20 seconds West along the center line of
Turney Road and the easterly line of said Original Lot 15, a
distance of 165.00 feet to a point marking the Northeast corner
of land conveyed to Emilie Franz by deed dated June 27, 1918
and recorded in Volume 2037, Page 144 of Cuyahoga County Deed
Records, this point marking the principal place of beginning of
the premises hereunto described; thence along said Franz north-
erly line North 86 degrees 28 minutes 10 seconds West a distance
of 247.50 feet to a point; thence North 16 degrees 02 minutes
50 seconds West a distance of 111.44 feet to a point; thence
South 86 degrees 28 minutes 10 seconds East parallel to and
105.00 feet at right angles from said Franz northerly line a
distance of 218.80 feet to a point in the center line of Turney
Road; thence South 28 degrees 38 minutes 20 seconds East along
the center line of Turney Road and easterly line of said Original
Lot 15 a distance of 124.04 feet to the principal place of begin-
ning, and containing an area of 0.562 acre of land, be the same
more or less, but subject to all legal highways as described and
shown on a plat #56-1173 as Parcel No. 1 by Ralph Kelsey, Ohio
Registered Surveyor #998, March, 1956, and subject to a re-
striction on the sale of intoxicating liquors on said premises and
subject to the obligation to keep in good repair one-half (1/2) of
the property line fences, said restriction and obligation being set



                                     A-170






<PAGE>   230
                                                                           (CEI)

forth in a deed recorded in Volume 1499, Page 301 of Cuyahoga
County Record of Deeds conveying this Parcel No. 15 and more
land.

                           GRANT SUBSTATION ADDITION

    PARCEL NO. 16. Situated in the Village of Cuyahoga Heights,
County of Cuyahoga and State of Ohio, and known as being
part of Original One Hundred Acre Lot No. 304, and bounded
and described as follows:

    Beginning on the Southerly line of land conveyed to William
and Emma Huy by deed dated October 30, 1916 and recorded in
Volume 1871, Page 569 of Cuyahoga County Records at the
Southeasterly corner of land conveyed to Village of Cuyahoga
Heights, by deed dated December 12, 1949, and recorded in Vol-
ume 6866, Page 396 of Cuyahoga County Records; thence
Northeasterly along the Southeasterly line of land so conveyed to
Village of Cuyahoga Heights being a curved line deflecting to the
right having a radius of 300 feet, an arc distance of 43.52 feet
to the Northerly line of land conveyed to William and Emma Huy
as aforesaid; thence Easterly along the Northerly line of land
so conveyed to William and Emma Huy, 119.76 feet to the North-
easterly corner thereof; thence South along the Easterly line of
land so conveyed to William and Emma Huy 40 feet to the South-
easterly corner thereof; thence Westerly along the Southerly
line of land so conveyed to William and Emma Huy 136.82 feet
to the place of beginning, be the same more or less, but subject to
all legal highways, and subject to an oil and gas transportation
pipe line right of way granted to The East Ohio Gas Company
by instrument dated January 14, 1920 and recorded in Volume
2314, Page 623 of Cuyahoga County Records.

    Being the same premises conveyed by Michael Bohdan to
Stella Bohdan by deed dated December 16, 1940 and recorded
in Volume 5159, Page 546 of Cuyahoga County Records.

                                GARY SUBSTATION

    PARCEL NO. 17. Situated in the City of Parma, County of
Cuyahoga and State of Ohio, and known as being Sub Lots Nos.
6259, 6260, 6261, 6262, 6297 and 6298 in the H. A. Stahl Prop-
erties Company's Ridgewood Subdivision No. 11 of part of
Original Parma Township Lot No. 9, in Ely Tract, as shown by
the recorded plat in Volume 113 of Maps, Page 1 of Cuyahoga
County Records.

   Said Sub Lot No. 6259 has a frontage of 50 feet on the North-
erly side of Fenton Drive and extends back of equal width 130
feet, as appears by said plat.



                                    A-171






<PAGE>   231
                                                                           (CEI)




    Said Sub Lot No. 6260 has a frontage of 50 feet on the North-
erly side of Fenton Drive, and extends back of equal width 130
feet, as appears by said plat.

    Said Sub Lot No. 6261 has a frontage of 45 feet on the North-
erly side of Fenton Drive, and extends back of equal width 130
feet, as appears by said plat.

    Said Sub Lot No. 6262 has a frontage of 45 feet on the North-
erly side of Fenton Drive, and extends back of equal width 130
feet, as appears by said plat.

    Said Sub Lot No. 6297 has a frontage of 65 feet on the West-
erly side of Ridge Road, and extends back 120.76 feet on the
Northerly line, 120.38 feet on the Southerly line, and has a rear
line of 65 feet, as appears by said plat.

    Said Sub Lot No. 6298 has a frontage of 44.59 feet on the
Westerly side of Ridge Road, 32.13 feet on the curved turnout
between the Westerly side of Ridge Road and the Northerly
side of Fenton Drive, and extends back 120.38 feet on the North-
erly line, 99.59 feet on the Southerly line, which is also the
Northerly line of Fenton Drive, and has a rear line of 65 feet,
as appears by said plat, be the same more or less, but subject to
all legal highways.

    This Parcel No. 17 is subject to certain restrictions, building
lines and utility easements as shown on the aforesaid recorded
plat and is subject to certain restrictions, reservations, conditions
and limitations as shown on a deed recorded in Volume 3997, Page
437 of Cuyahoga County Record of Deeds.

                              HAMILTON SUBSTATION

    PARCEL NO. 18. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being the Westerly
half of Sub Lot No. 43 in Canfield, Denison, Foster and Pease's
Subdivision of part of Original Ten Acre Lots Nos. 134 to 136,
as shown by the recorded plat in Volume U of Deeds, Page 8
of Cuyahoga County Records, and being 33 feet front on the
Northerly side of Hamilton Avenue N. E., and extending back
of equal width 100 feet to the Southerly side of Bethel Court
N. E., as appears by said plat, be the same more or less, but
subject to all legal highways.

    Together with all right, title and interest of the Company's
predecessor in title in and to any road, street or alley which abut
and adjoin said premises.

    PARCEL NO. 19. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being the Easterly



                                     A-172






<PAGE>   232
                                                                           (CEI)



half from front to rear of Sub Lot No. 43 in Canfield, Denison,
Foster and Pease's Allotment of part of Original Ten Acre Lots
Nos. 134, 135 and 136, as shown by the recorded plat in Volume
"U" of Deeds, Page 8 of Cuyahoga County Records, and being
33 feet front on the Northerly side of Hamilton Avenue N. E.,
(formerly Hamilton Street), and extending back of equal width
100 feet to a 20 foot 5 1/2 inch alley, known as Bethal Court N. E.
in the rear, as appears by said plat, be the same more or less,
but subject to all legal highways.

    Together with all buildings and appurtenances thereunto be-
longing and together with all the right, title and interest of the
Company's predecessor in title in and to any road, street, or alley
which abut and adjoin the above described premises.

    PARCEL NO. 20. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being the Northerly
50 feet of Sub Lot No. 41 in Canfield, Denison, Foster and
Pease's Subdivision of part of Original Ten Acre Lots Nos. 134,
135 and 136, as shown by the recorded plat in Volume "U" of
Deeds, Page 8 of Cuyahoga County Records, and being 50 feet
front on the Easterly side of East 17th Street, (formerly Dodge
Street), and extending back of equal width 66 feet along the
Southerly line of Bethel Court N.E., as appears by said plat,
be the same more or less, but subject to all legal highways.

    PARCEL NO. 21. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Sub Lot No. 41 in Canfield, Denison, Foster and Pease's Sub-
division of part of Original Ten Acre Lots Nos. 134, 135 and 136,
as shown by the recorded plat in Volume "U" of Deeds, Page 8
of Cuyahoga County Records, and bounded and described as
follows:

    Beginning on the Northerly line of Hamilton Avenue N.E.,
(formerly Hamilton Street), at a point distant 36 feet Easterly,
(measured along said Northerly line) from its point of inter-
section with the Easterly line of East 17th Street, (formerly
Marshall Street); thence Northerly on a line parallel to said
Easterly line of East 17th Street and distant 36 feet Easterly
therefrom, 50 feet; thence Easterly on a line parallel to said
Northerly line of Hamilton Avenue N.E., 30 feet to the Easterly
line of said Sub Lot No. 41; thence Southerly along said Easterly
line of said Sub Lot No. 41, 50 feet to said Northerly line of
Hamilton Avenue N.E.; thence Westerly along said Northerly
line of Hamilton Avenue N.E., 30 feet to the place of beginning,
as appears by said plat, be the same more or less, but subject
to all legal highways.



                    A-173






<PAGE>   233
                                                                           (CEI)




    PARCEL NO. 22. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of Sub
Lot No. 41 in Canfield, Denison, Foster and Pease's Subdivision
of part of Original Ten Acre Lots Nos. 134, 135 and 136, as
shown by the recorded plat in Volume "U" of Deeds, Page 8 of
Cuyahoga County Records, and bounded and described as follows:

    Beginning on the Northerly line of Hamilton Avenue N.E.,
(formerly Hamilton Street), at its point of intersection with
the Easterly line of East 17th Street, (formerly Marshall
Street) ; thence Northerly along said Easterly line of East 17th
Street, 50 feet; thence Easterly on a line parallel to said North-
erly line of Hamilton Avenue N. E., 36 feet; thence Southerly on
a line parallel to said Easterly line of East 17th Street, 50 feet
to the Northerly line of Hamilton Avenue N.E.; thence Westerly
along said Northerly line of Hamilton Avenue N.E., 36 feet to
the place of beginning, as appears by said plat, be the same more
or less, but subject to all legal highways.

    PARCEL NO. 23. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being the Easterly
half of Sub Lot No. 42 in Canfield, Denison, Foster and Pease's
Subdivision of part of Original Ten Acre Lots Nos. 134, 135
and 136, as shown by the recorded plat in Volume "U" of Deeds,
Page 8 of Cuyahoga County Records, and being 33 feet front on
the Northerly side of Hamilton Avenue N.E., (formerly Hamil-
ton Street), and extending back of equal width 100 feet to an
alley in the rear, as appears by said plat, be the same more or
less, but subject to all legal highways.

    PARCEL NO. 24. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being the West-
erly half of Sub Lot No. 42 in Canfield, Denison, Foster and
Pease's Subdivision of part of Original Ten Acre Lots Nos. 134,
135 and 136, as shown by the recorded plat in Volume "U" of
Deeds, Page 8 of Cuyahoga County Records, and being 33 feet
front on the Northerly side of Hamilton Avenue N.E., (former-
ly Hamilton Street), and extending back of equal width 100 feet
to an alley in the rear, as appears by said plat, be the same
more or less, but subject to all legal highways.

    Parcels Nos. 20 to 24, inclusive, include all the right, title and
interest of the Company's predecessor in title in and to any
road, street or alley which abuts and adjoins said Parcels.

    Parcels Nos. 20 to 24, inclusive, being the same parcels
acquired by Elizabeth Heil and Helen Heil by inheritance as
shown in Cuyahoga County Probate Court Cases Nos. 102918,
410997 and 410458.



                                     A-174






<PAGE>   234
                                                                           (CEI)



    PARCEL NO. 25. Situated in the City of Cleveland, County
of Cuyahoga, and State of Ohio, and known as Sublot No. 22
in Foster, Denison, Pease and Canfield's Allotment, as shown
by the recorded plat in Volume U of Deeds, Page 8 of Cuyahoga
County Records. Said Sublot No. 22 has a frontage of 66 feet
on the southerly side of Lakeside Avenue, N.E., formerly Lake
Avenue and extends back between parallel lines 132 feet as
appears by said plat, subject to all legal highways.

    PARCEL NO. 26. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio and known as part of Sublot No.
23 in Canfield, Denison, Foster and Pease's Allotment of Origi-
nal Lots 134, 135 and 136 and bounded and described as follows:

    Beginning at the point of intersection of the easterly line of
said Sublot No. 23 with the southerly line of Lakeside Avenue,
N.E.;

    Thence westerly along the southerly line of Lakeside Ave-
nue, N.E. to the easterly line of premises conveyed to C. G. Rey-
nolds by deed recorded in Volume 877, page 621 of Cuyahoga
County Records of Deeds, a distance of 33 feet;

    Thence southerly along the easterly line of premises so
conveyed to C. G. Reynolds and parallel to the easterly line of
said Sublot No. 23 and 33 feet therefrom to the northerly line
of land conveyed to W. H. Price by deed recorded in Volume 886,
page 32 of Cuyahoga County Records of Deeds, a distance of
100 feet;

    Thence easterly along the northerly line of premises so
conveyed to W. H. Price, said line being parallel to the southerly
line of Lakeside Avenue, N.E., and 100 feet therefrom, a distance
of 33 feet to the said easterly line of said Sublot No. 23;

    Thence northerly 100 feet along the easterly line of said
Sublot No. 23 to the place of beginning, subject to all legal
highways.

    PARCEL NO. 27.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio and known as being the East
half of Sublot No. 21 in Foster, Pease and Denison's Sub-
division of part of Original Ten Acre Lots Nos. 134, 135, and
136 in said City. Said part of said Sublot No. 21 has a frontage
of 33 feet on the South side of Lakeside Avenue N.E. (formerly
Lake Street), and extends back of equal width 132 feet deep, as
per plat of said Subdivision recorded in Volume U of Maps,
Page 8 of Cuyahoga County Records. Be the same more or less,
but subject to all legal highways. Being the same premises con-




                                     A-175






<PAGE>   235
                                                                           (CEI)




veyed by William M. Bassichis to Frank Homan by deed dated
August 21, 1948, and recorded in Volume 6631, Page 536 of
Cuyahoga County Records.

    PARCEL NO. 28. Situated in the City of Cleveland, County
of Cuyahoga, and State of Ohio and known as being the West-
erly one-half of Sub Lot No. 21 in the Canfield, Denison, Foster
and Pease Allotment of part of Original Ten Acre Lots Nos. 134,
135 and 136, as shown by the recorded plat in Volume U (19)
of Deeds, Pages 7 and 8 of Cuyahoga County Records, and being
33 feet front on the Southerly side of Lakeside Avenue, N.E.
(formerly Lake Street) and extending back of equal width 132
feet deep to the Northerly line of an Alley now known as Bethel
Court, N.E., as appears by said plat, be the same more or less,
but subject to all legal highways. Being the same premises
conveyed by George B. Foote, et al., to Frank Homan by deed
dated November 14, 1947, and recorded in Volume 6447, Page
237 of Cuyahoga County Records.

    PARCEL NO. 29. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio and known as part of Sublot
No. 23 in Canfield, Denison, Foster and Pease's Allotment of
original Lots Nos. 134, 135, and 136 and bounded as follows:

    Beginning at the South West corner of said Sublot No. 23,
Thence Easterly on the Southerly line of said Sublot, sixty six
(66) feet; thence Northerly on the Easterly line of said lot, 32
feet; Thence Westerly parallel with the Southerly line of said
Sublot, sixty six (66) feet; Thence Southerly on the Westerly
line of said Sublot, 32 feet to the place of beginning, be the
same more or less, but subject to all legal highways. Being the
same premises conveyed by William H. Price to Anna Homan by
deed dated January 31, 1948, and recorded in Volume 6459,
Page 567 of Cuyahoga County Records.

    PARCEL NO. 30. Situated in the City of Cleveland, County
of Cuyahoga, and State of Ohio and known as being the South-
westerly 33 feet of the Northwesterly 100 feet of Sub Lot No. 23
in Canfield, Denison, Foster and Pease's Allotment of part of
Original Ten Acre Lots Nos. 134, 135 and 136, as shown by the
recorded plat in Volume 19 of Deeds, Page 8 of Cuyahoga
County Records, and being 33 feet front on the Southeasterly
side of Lakeside Avenue N.E. and extending back of equal width
100 feet along the Northeasterly line of East 17th Street, as
appears by said plat, be the same more or less, but subject to
all legal highways. Being the same premises conveyed by Roscoe
S. Reynolds to Anna Homan by deed dated February 3, 1948,
and recorded in Volume 6459, Page 565 of Cuyahoga County
Records.



                                    A-176






<PAGE>   236
                                                                           (CEI)



    PARCEL NO. 31.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio and known as being that portion
of Bethel Court N.E. as shown on the recorded plat of the
Canfield, Denison, Foster and Pease Allotment in Volume 11,
Page 8 of Cuyahoga County Records lying between the easterly
line of East 17th Street and the westerly line of East 18th Street
and being a strip of land approximately 20.46 feet in width and
198.4 feet in length, be the same more or less, but subject to all
legal highways.

    The Company acquired title to Bethel Court N.E. (which
used to be a legal highway) by operation of law when it was
vacated by Ordinance No. 1866-57, enacted by the Council of the
City of Cleveland, Ohio, effective September 26, 1957.

                              GARDNER SUBSTATION

    PARCEL NO. 32.  Situated in the City of Cleveland, County
of Cuyahoga, State of Ohio, and being part of Original Brooklyn
Township Lot No. 65.

    Beginning at a drill hole set at an angle point in the west-
erly line of West 25th Street, southwest, 7.24 feet northerly of
the intersection of the westerly line of West 25th Street and
the northerly line of Bradwell Avenue, southwest; thence North
6 degrees 53' 30" East along the westerly line of West 25th Street,
74.40 feet to an iron pin; thence North 85 degrees 12' 13" West, 90.50
feet to an iron pin; thence South 3 degrees 30' 00" West 83.36 feet to
a drill hole in the northerly line of Bradwell Avenue; thence
South 86 degrees 29' 30" East 84.40 feet to a point; thence North
16 degrees 52' 40" East 7.24 feet to the point of beginning. Containing
7,248.69 square feet, more or less, subject to an easement granted
in a deed recorded in Volume 5427, Page 607 of Cuyahoga County
Record of Deeds and subject to all legal highways.

                    ILLUMINATING-ST. CLAIR BUILDING ADDITION

    PARCEL NO. 33.  Situated in the City of Cleveland, County of
Cuyahoga, and State of Ohio, and known as being that part of
Original Two (2) Acre Lots Nos. 58 and 59 as is embraced and
contained within so much of the northerly one-half of Broome
Court, N.W. (formerly Broom Alley) and the westerly one-half
of West 2nd Street (formerly Court Place) as said Broome
Court, N.W. and said West 2nd Street abut, adjoin, and are
contiguous to the premises conveyed by The Ohio National Bank
of Columbus, Successor Trustee, etc., to the Company by deed
dated March 26, 1946, and recorded in Volume 6055, Page 652 of
Cuyahoga County Records, be the same more or less, but subject
to all legal highways.




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                                                                           (CEI)


    This parcel was conveyed to the Company to give it legal
title to the abutting halves of Broome Court and West 2nd
Street that abut on the southerly and easterly sides, respectively,
of the Company's Illuminating-St. Clair Building described as
Parcel No. 4 in the Supplemental Indenture dated December 1,
1947.

    West 2nd Street is a legal highway and has not been vacated.
Broome Court is no longer a legal highway. It was vacated by
Ordinance No. 289-955 enacted by the Council of the City of
Cleveland, Ohio, effective December 27, 1955. Title to Broome
Court is subject to an easement for driveway and passageway
use and for light, air and unobstructed view granted to 55 Public
Square, Inc., by instrument recorded in Volume 8490, Page 385
of Cuyahoga County Records, and is also subject to an easement
for sewer purposes granted to the City of Cleveland, Ohio, by
instrument recorded in Volume 8617, Page 450 of Cuyahoga
County Records.

                  JAMES SUBSTATION

    PARCEL NO. 34.  Situated in the City of Cleveland Heights,
Counts of Cuyahoga and State of Ohio, and known as being
Sublot No. 22 in The Shaker Heights Improvement Company's
Subdivision No. 7 of part of the original Euclid Township Lots
Nos. 14 and 15, in Tract No. 9, as shown by the recorded plat
in Volume 93 of Maps, Page 2 of Cuyahoga County Records,
and being 95-09/100 feet front on the Southerly side of Mayfield
Road, 200 feet deep on the Easterly line, 200 feet deep on the
Westerly line, which is also the Easterly line of Ivydale Road,
and 95-09/100 feet in the rear, as appears by said plat, be the
same more or less, but subject to all legal highways.

    PARCEL NO. 35. Situated in the City of Cleveland Heights,
County of Cuyahoga and State of Ohio, known as being part
of original Euclid Township Lot No. 14, and bounded and de-
scribed as follows:

    Beginning on the Southerly line of Mayfield Road at its
point of intersection with the Easterly line of land conveyed by
Richard C. Smith to The Bingham-Jackson Company by deed
dated September 3, 1903, and recorded in Volume 895, Page 567
of Cuyahoga County Records; thence Southerly along the East-
erly line of land conveyed to The Bingham-Jackson Company, as
aforesaid, 220 feet; thence Westerly parallel with the Southerly
line of Mayfield Road, 50 feet; thence Northerly parallel with
the Easterly line of land conveyed to The Bingham-Jackson
Company, as aforesaid, 20 feet; thence Westerly parallel with
the Southerly line of Mayfield Road, 22-78/100 feet; thence



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                                                                           (CEI)



Northerly parallel with said Easterly line of land conveyed to
The Bingham-Jackson Company, as aforesaid, 200 feet to the
Southerly line of Mayfield Road; thence Easterly along the
Southerly line of Mayfield Road, 72-78/100 feet to the place of
beginning, be the same more or less, but subject to all legal
highways, and subject to a restriction for residence use only as
shown in a deed recorded in Volume 997, Page 263 of Cuyahoga
County Record of Deeds.

                 JASPER SUBSTATION

    PARCEL NO. 36. Situated in the City of Euclid, County of
Cuyahoga and State of Ohio, and known as being Sub Lots
Nos. 154, 155, 156, 157 and 158, in a Re-Survey of Mix and Wain
Subdivision, of part of Original Euclid Township Lots Nos. 8, 11,
and 12, Tract No. 17, as shown by the recorded plat in Volume
74 of Maps, Page 38 of Cuyahoga County Records, and together
forming a parcel of land having a frontage of 138 feet, on the
Easterly side of East 200th Street, (formerly Cut Road,) and
extending back 140 feet deep on the Southerly line, 140 feet
deep on the Northerly line, which is also the Southerly line of
Miller Avenue, and having a rear line of 138 feet, as appears
by said plat, be the same more or less, but subject to all legal
highways.

                 JORDAN SUBSTATION

    PARCEL NO. 37. Situated in the City of East Cleveland,
County of Cuyahoga and State of Ohio, and known as being
Sublot No. 11 in the Darius Adams Allotment of a part of
Original Euclid Township Lot No. 44 as shown by the plat re-
corded in Volume 9, Page 28 of Cuyahoga County Maps, to-
gether with the other unalloted lands in Original Euclid Town-
ship Lot No. 44, and bounded and described as follows:

    Beginning on the southwesterly line of said Darius Adams
Allotment at its intersection with the southeasterly line of land
conveyed by James R. Currier to The New York, Chicago & St.
Louis Railroad Company by deed dated April 19, 1910 and re-
corded in Volume 1268, Page 300 of Cuyahoga County Records;

    Course No. 1: thence South 49 degrees 15' 00" East along the
southwesterly line of said Darius Adams Allotment, a distance
of 144.565 feet to the most westerly corner of Sublot No. 11 in
said Darius Adams Allotment;

    Course No. 2: thence North 45 degrees 24' 50" East along the
northwesterlY line of said Sublot No. 11, a distance of 147.47
feet to the southwesterly line of Collamer Avenue, 50 feet in
width;



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                                                                           (CEI)




    Course No. 3: thence South 44 degrees 35' 10" East along the
southwesterly line of said Collamer Avenue, a distance of 40.007
feet to the most easterly corner of said Sublot No. 11;

    Course No. 4: thence South 45 degrees 24' 50" best along the
southeasterly line of said Sublot No. 11, a distance of 144.205
feet to the most southerly corner of said Sublot No. 11;

    Course No. 5: thence South 49 degrees 15' 00" East along the
southwesterly line of said Darius Adams Allotment, a distance
of 315.295 feet to a point, said point being distant South 49 degrees
15' 00" East, as measured along the southwesterly line of said
Darius Adams Allotment from the place of beginning of the
herein described premises, a distance of 500.00 feet;

    Course No. 6: thence South 46 degrees 46' 52.5" West, a distance
of 446.50 feet to the intersection with a line drawn parallel to
and distant 10.00 feet northeasterly by rectangular measure-
ment from a northeasterly line of the Helen M. Meriam Sub-
division of a part of Original Euclid Township Lot No. 44 as
shown by the plat recorded in Volume 32, Page 20 of Cuyahoga
County Maps;

    Course No. 7: thence North 44 degrees 31' 50" West along said
parallel line, a distance of 300.00 feet to the intersection with
a line drawn parallel to and distant 128.00 feet southeasterly
by rectangular measurement from the southeasterly line of a
strip of land, 15 feet in width, conveyed to The New York, Chicago
& St. Louis Railroad Company by deed dated March 18, 1911
and recorded in Volume 1327, Page 387 of Cuyahoga County
Records;

    Course No. 8: thence North 37 degrees 53' 30" East along said
parallel line, being also a southeasterly line of land conveyed
to The Coit Euclid Company by deed dated December 7, 1954
and recorded in Volume 8226, Page 255 of Cuyahoga County
Records, a distance of 231.425 feet to the southwesterly line of
land conveyed to Emma Currier by deed dated February 14,
1866 and recorded in Volume 198, Page 445 of Cuyahoga County
Records;

    Course No. 9: thence North 44 degrees 34' 04" West along the
southwesterly line of land so conveyed to Emma Currier, a dis-
tance of 134.16 feet to the most southerly corner of a strip of
land, 10 feet in width, conveyed to The New York, Chicago & St.
Louis Railroad Company by deed dated April 11, 1911 and re-
corded in Volume 1339, Page 139 of Cuyahoga County Records;



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<PAGE>   240
                                                                           (CEI)



      Course No. 10: thence North 37 degrees 53' 30" East along the
  southeasterly line of land so conveyed to The New York, Chicago
  and St. Louis Railroad Company and along the southeasterly
  line of land conveyed by James R. Currier to The New York,
  Chicago & St. Louis Railroad Company as first aforesaid, a
  distance of 177.475 feet to the place of beginning and contain-
  ing 3.99540 acres of land according to the survey of George M.
  Garrett and Associates, Registered Professional Engineers and
  Surveyors; be the same more or less, but subject to all legal
  highways.

      Being a part of the same premises conveyed to Henry W.
  Bruder and Meyer Z. Bruder by deeds respectively dated Octo-
  ber 19, 1954, and January 6, 1956, and respectively recorded in
  Volume 8207, Page 197 and in Volume 8487, Page 92, both of
  Cuyahoga County Records and a part of the same premises
  conveyed to Stanton Addams, Trustee, by deed dated October
  19, 1954, and recorded in Volume 8207, Page 200 of Cuyahoga
  County Records.

      This Parcel is subject to certain restrictions as to use as
  shown in a deed recorded in Volume 8207, Page 197 of Cuyahoga
  County Record of Deeds.





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                   HILL SUBSTATION

    PARCEL NO. 39. Situated in the Village of Seven Hills,
County of Cuyahoga and State of Ohio and known as being a
part of Original Independence Township Lot No. 13, Tract No.
3 West of the River, and bounded and described as follows:

    Beginning in the center line of Broadview Road, 60 feet
wide, at a point distant 210.59 feet northerly from the south-
west corner of said Lot No. 13 as measured along said center
line, thence easterly from said place of beginning along a line
parallel to the southerly line of said Lot No. 13 a distance of
255 feet; thence northerly along a line parallel to said center
line of Broadview Road 105 feet to the southerly line of land
conveyed to The Board of Education of The Parma City School
District by deed dated August 27, 1952 and recorded in Volume
7627, Page 503 of Cuyahoga County Records; thence Westerly
along said southerly line of land so conveyed to The Board of
Education of The Parma City School District, 255 feet to the
said center line of Broadview Road; thence southerly along
said center line 105 feet to the place of beginning and containing
0.614 acre of land, be the same more or less, but subject to all
legal highways.

    The above described premises being a part of Parcel No. 6
described in a deed, dated June 27, 1938, given by The Power Con-
struction Company to The Ceico Company and recorded in
Volume 4859, Page 634 of Cuyahoga County Records.

                FREMONT SUBSTATION

    PARCEL NO. 40. Situated in the City of Cleveland, County
of Cuyahoga, and State of Ohio, and known as being part of
Sub Lot No. 9 in F. R. Elliott's Subdivision of part of Original
Brooklyn Township Lots Nos. 12 and 13, as shown by the re-
corded plat in Volume 2 of Maps, Page 3 of Cuyahoga County
Records and bounded and described as follows:

    Beginning on the Easterly line of West 98th Street, (for-
merly Henry Street), (60 feet wide), at a point distant North-
erly, measured along said Easterly line, 560 feet from its inter-



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<PAGE>   242
                                                                           (CEI)




section with the Northerly line of Madison Avenue N. W., (60
feet wide), said beginning point being also 40 feet Northerly,
measured along the Easterly line of West 98th Street, from the
Northwesterly corner of a parcel of land conveyed to James A.
Smith and Clara M. Smith by Deed dated January 20, 1909 and
recorded in Volume 1185, Page 187 of Cuyahoga County Records;
thence Northerly along the Easterly line of West 98th Street,
to the Southwesterly line of Landon Avenue N. W.; thence South-
easterly along the Southwesterly line of Landon Avenue N. W.,
about 190.63 feet to the Northwesterly corner of a parcel of
land conveyed to Alex Fodor by Deed dated April 25, 1941 and
recorded in Volume 5233, Page 54 of Cuyahoga County Records;
thence Southerly parallel with the Westerly line of West 96th
Street along the Westerly line of land so conveyed to Alex Fodor,
about 151.7 feet to the Northwesterly corner of a parcel of land
conveyed to Anna Evanko by Deed dated June 27, 1936 and
recorded in Volume 4663, Page 30 of Cuyahoga County Records;
thence continuing Southerly parallel with the Westerly line of
West 96th Street, 22.8 feet to a point in said parallel line, 40
feet Northerly from the Northeasterly corner of the parcel of
land conveyed to James A. Smith and Clara M. Smith, as afore-
said; thence Westerly parallel with the Northerly line of said
parcel so conveyed to James A. Smith and Clara M. Smith,
178.35 feet to the place of beginning, be the same more or less,
but subject to all legal highways.

                  FLINT SUBSTATION

    PARCEL NO. 41. Situated in the Village of Middleburg
Heights, County of Cuyahoga, and State of Ohio, and known as
being part of Original Middleburgh Township Lot No. 18, Turn-
pike Tract, and bounded and described as follows:

    Beginning on the South Westerly line of Bagley Road, at a
point 303.06 feet North Westerly, measured along said South
Westerly line of Bagley Road and the South Easterly prolonga-
tion thereof, from its intersection with the center line of Pearl
Road, said beginning point being also the most Easterly corner
of land conveyed to Fred W. Baldt and Sadie J. Baldt, by deed
dated December 2, 1948, and recorded in Volume 6657, Page 93
of Cuyahoga County Records; thence South Easterly along said
South Westerly line of Bagley Road, about 55 feet to the most
Northerly corner of land conveyed to Alice Woods Herrmann,
(also known as Alice Woods Herman) and Leslie F. Herrmann,
(also known as Leslie F. Herman) by deed dated September 23,
1947, and recorded in Volume 6440, Page 451 of Cuyahoga
County Records; thence South Westerly along the North West-



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<PAGE>   243
                                                                           (CEI)




erly line of land conveyed as last aforesaid, about 220 feet to
the North Easterly line of land conveyed to Leslie F. Herrmann,
(also known as Leslie F. Herman) by deed dated September 20,
1946, and recorded in Volume 6222, Page 642 of Cuyahoga
County Records; thence North Westerly along the North East-
erly line of land conveyed as last aforesaid, about 55 feet to the
most Southerly corner of land conveyed to Fred W. Baldt and
Sadie J. Baldt, as aforesaid; thence North Easterly along the
South Easterly line of land so conveyed to Fred W. Baldt and
Sadie J. Baldt, about 220 feet to the place of beginning and
containing 0.278 acre of land, be the same more or less, but
subject to all legal highways.

    PARCEL NO. 42. Situated in the Village of Middleburg
Heights, County of Cuyahoga, and State of Ohio, and known as
being part of Original Middleburgh Township Section No. 4,
Lot No. 17 Turnpike Tract, and bounded as follows:

    Beginning in the Southwesterly line of Bagley Road, 60
feet wide at the most Northerly corner of a parcel of land con-
veyed to Thomas R. Merydith by deed recorded in Volume 6086,
Page 656, of Cuyahoga County Records; Thence Southwesterly
along the Northwesterly line of said land conveyed to Thomas
R. Merydith and along the Northwesterly line of a parcel of land
conveyed to J. J. and Elizabeth A. Kobak by deed recorded in
Volume 6221, Page 494 of Cuyahoga County Records, about 220
feet to the Northeasterly line of a parcel of land conveyed to
Leslie F. Herman by deed recorded in Volume 6222, Page 642 of
Cuyahoga County Records; Thence Northwesterly along the
Northeasterly line of said land conveyed to Leslie F. Herman, 55
feet to a point; Thence Northeasterly, parallel with the first de-
scribed line, about 220 feet to the Southwesterly line of Bagley
Road; Thence Southeasterly along the Southwesterly line of
Bagley Road, 55 feet to the place of beginning and containing
0.278 acre of land, be the same more or less but subject to all
legal highways, and subject to a restriction against the use of
said parcel for the practice of veterinary medicine for a period
of ten years from December 6, 1956, as appears in a deed re-
corded in Volume 8826, Page 446 of Cuyahoga County Record
of Deeds.

                  DALE SUBSTATION

    PARCEL NO. 43. Situated in the Village of Westlake, County
of Cuyahoga and State of Ohio and known as being a part of
Original Dover Township Lot No. 47, and bounded and de-
scribed as follows:



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<PAGE>   244
                                                                           (CEI)



    Beginning on the center line of Canterbury Road, 60 feet
wide, at a point which bears North 1 degree 24' 35" East, 75.97 feet
measured along said center line from the Northwest corner of
land conveyed to Vincent J. Grande and Anna E. Grande by
Deed dated September 20, 1955 and recorded in Volume 8472,
Page 569 of Cuyahoga County Records; thence North 1 degree 24' 35"
East, continuing along said center line, a distance of 110 feet;
thence East about 288.04 feet to a Southwesterly line of land
conveyed to Bertha Kuehnle by Deed recorded November 18,
1955 in Volume 8466, Page 19 of Cuyahoga County Records;
thence South 22 degrees 25' 44" East along said Southwesterly line
about 103.79 feet to an angle therein; thence South 1 degrees 24' 35"
West along the Westerly line of land conveyed to Bertha Kuehnle
as aforesaid, 14.03 feet; thence West along a line parallel to the
Northerly line of land so conveyed to Vincent J. Grande and
Anna E. Grande, a distance of 330 feet to the place of beginning,
and containing about 0.786 acre of land, be the same more or
less, but subject to all legal highways.

                LAMBERT SUBSTATION

    PARCEL NO. 44. Situated in the City of Eastlake, County
of Lake and State of Ohio and known as being all of Sublots num-
bers 26 and 27 and the easterly part of Sublot No. 25 in A. C.
Knight's Beach Park Subdivision No. 2 of part of Original lots
numbers 1, 2 and 6, Card Tract in the Gore, Willoughby Town-
ship as shown by the recorded plat in Volume E of maps, page
88 of Lake County Records; said easterly part of Sublot No. 25
has a frontage of five (5) feet on the southerly side of Roberts
Road and a width of 9-49/100 feet on the southerly or rear line
of said Sublot No. 25, be the same more or less, but subject to
all legal highways.

    Being the same premises conveyed by Augustus C. Knight
to Lewis Littlepage Holladay, by deed dated May 19, 1923 and
being Land Title Registration Document No. 1048 recorded in
Lake County, Ohio, Recorder's Office.

                           MENTOR WAREHOUSE ADDITION

    PARCEL NO. 45. Situated in the Village of Mentor, County
of Lake, and State of Ohio and known as being a part of Lot 8,
Tract 8, and is bounded and described as follows:

    Beginning in the center line of Station Street, also known
as Depot Street, 60 feet wide, at the Northwest corner of land
conveyed to The Cleveland Electric Illuminating Company by
deed dated April 25, 1935 and recorded in Volume 153, Page 245



                                     A-185






<PAGE>   245
                                                                           (CEI)




of Lake County Records, thence Southwesterly along the said
center line of Station Street, 95.70 feet to a northeasterly line
of land standing in the name of Jerome P. Osborne, title to
which land was conveyed by Ida M. McLaughlin to Jerome P.
Osborne by deed dated March 11, 1949 and recorded in Volume
262, Page 141 of Lake County Records; thence Southeasterly
along said Northeasterly line of land 221.76 feet to an interior
corner of said land of Jerome P. Osborne; thence Northeasterly
along a Northwesterly line of said land of Jerome P. Osborne
94.38 feet to the Southwesterly line of land conveyed to The
Cleveland Electric Illuminating Company, as aforesaid; thence
northwesterly along said Southwesterly line of land so conveyed
to The Cleveland Electric Illuminating Company 240.24 feet to
the place of beginning and containing one-half an acre of land,
be the same more or less, but subject to all legal highways.

    Being the same premises conveyed to Bessie Kearan by
Certificate for Transfer dated August 1, 1935 and recorded in
Volume 155, Page 403 of Lake County Records; and the same
premises conveyed to George Guron by deed dated February
28, 1951 and recorded in Volume 295, Page 55 of Lake County
Records.

    PARCEL NO. 46. Situated in the Village of Mentor, County
of Lake, and State of Ohio and known as being a part of Lot 8,
Tract 8, and bounded and described as follows:

    Beginning in the center line of Station Street, also known
as Depot Street 60 feet wide, at a point distant 95.70 feet south-
westerly as measured along said center line of Station Street,
from the Northwest corner of land conveyed to The Cleveland
Electric Illuminating Company by deed dated April 25, 1935 and
recorded in Volume 153, Page 245 of Lake County Records, said
place of beginning being likewise at the northwest corner of a
parcel of land conveyed to Bessie Kearan by Certificate for
Transfer dated August 1, 1935 and recorded in Volume 155,
Page 403 of Lake County Records, thence southeasterly from
said place of beginning along the southwesterly line of land so
conveyed to Bessie Kearan, 221.76 feet to the southwesterly cor-
ner thereof; thence northeasterly along the southeasterly line
of land so conveyed to Bessie Kearan, 94.38 feet to a point in
the southwesterly line of said land conveyed to The Cleveland
Electric Illuminating Company, as aforesaid, which point is
distant 240.24 feet southeasterly from the said Northwest
corner of said land as measured along said southwesterly line;
thence southeasterly along said southwesterly line of land so
conveyed to The Cleveland Electric Illuminating Company to



                                     A-186






<PAGE>   246
                                                                           (CEI)



the northwesterly line of the right of way of The New York,
Chicago and St. Louis Railroad Company; thence southwesterly
along the northwesterly line of said Railroad Company's right
of way to the East line of Hart Street; thence northerly along
said East line of Hart Street to the said center line of Station
Street; thence Northeasterly along said center line of Station
Street, 86.53 feet to the place of beginning and containing
one acre of land, be the same more or less, but subject to all
legal highways.

    Being the same premises conveyed to Jerome P. Osborne
by Ida M. McLaughlin, by deed dated March 11, 1949 and re-
corded in Volume 262, Page 141 of Lake County Records.

                  USHER SUBSTATION

    PARCEL NO. 47. Situated in the Township of Geneva, County
of Ashtabula and State of Ohio, known as being a part of Lot
No. 20, Section One, in said Township, and bounded and de-
scribed as follows:

    Beginning at a point in the center line of the 60-foot high-
way known as Myers Road, which point is located a distance of
186.7 feet southerly (as measured along the center line of said
Myers Road) from an iron pin situated at the intersection of
the center line of the North Ridge Road and the center line of
the Myers Road; thence North 89 degrees 26' East, at 30 feet passing
through an iron pin located in the east line of said Myers Road
a distance of 160 feet to a point; thence South on a line parallel
with the center line of said Myers Road, a distance of 65 feet
to a point; thence South 89 degrees 26' West, a distance of 160 feet to a
point in the center of Myers Road; thence North along the cen-
ter line of said Myers Road, a distance of 65 feet to the place of
beginning, and containing 0.2387 acre of land, be the same more
or less, but subject to all legal highways.

    Being a part of the same premises conveyed to William R.
Jamison and Alberta T. Jamison from Bert Craft and Adah V.
Craft, by Deed dated February 15, 1946 and recorded in Volume
399, Page 438 of Ashtabula County Records.

    PARCEL NO. 48. Situated in the Township of Geneva, County
of Ashtabula and State of Ohio, known as being a part of Lot
No. 20, Section One, in said Township, and bounded and de-
scribed as follows:

    Beginning at a point in the center line of the highway
known as Myers Road, 60 feet wide, which point is located a
distance of 186.7 feet southerly (as measured along the center




                                     A-187






<PAGE>   247
                                                                           (CEI)




line of said Myers Road) from an iron pin located at the inter-
section of the center line of the North Ridge Road and the
center line of the Myers Road; thence North 89 degrees 26' East at 30
feet passing through an iron pin located in the east line of said
Myers Road a distance of 160 feet to a point; thence North on
a line parallel with the center line of said Myers Road, a distance
of 40 feet to a point; thence South 89 degrees 26' West, a distance of
160 feet to a point in the center of Myers Road, thence South
along the center line of said Myers Road, a distance of 40 feet
to the place of beginning, and containing 0.1469 acre of land, be
the same more or less but subject to legal highways.

    Being a part of the same premises conveyed to Wilbur W.
Blackburn from William R. Jamison and Alberta T. Jamison
by deed dated February 21, 1955 and recorded in Volume 516,
Page 470 of Ashtabula County Records.

    This parcel is subject to a restriction against its use for
sale or manufacture of intoxicating beverages as shown in a deed
recorded in Volume 516, Page 470 of Ashtabula County Record
of Deeds.

                            ASHTABULA YARD ADDITION

    PARCEL NO. 49. Situated in the Township of Saybrook,
County of Ashtabula and State of Ohio and known as being part
of original Lot No. 49 in said Township and bounded and de-
scribed as follows:

    Beginning at a spike in the center of South Ridge Road, 66
feet wide, at the Northwesterly corner of lands conveyed to The
Cleveland Electric Illuminating Company as recorded in Volume
303, Page 96 Ashtabula County Record of Deeds, said beginning
point being 1293.59 feet Westerly from a monument in the
Northeasterly corner of Lot No. 49, as measured along the
center of South Ridge Road; thence running South 0 degrees 15' East
along the Westerly line of said The Cleveland Electric Illumi-
nating Company lands 1267.02 feet to an angle therein; thence
South 2 degrees 56' 15" West 612.55 feet to an iron pin in the Westerly
line of the Pennsylvania Railroad right of way; thence South
24 degrees 56' West along the Westerly line of said Railroad right of
way 781.55 feet to an iron pin marking the intersection of said
right of way line with a line drawn parallel to and 60 feet east
by rectangular measurement from the East line of lands of
Boyd E. Boyer and V. M. Boyer as recorded in Volume 388,
Page 551 of Ashtabula County Record of Deeds; thence due
North along said parallel line 2354.49 feet to the center of South
Ridge Road; thence North 56 degrees 45' East along the center of said



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<PAGE>   248
                                                                           (CEI)

South Ridge Road 424.92 feet to the place of beginning and
containing 16.99 acres of land, according to survey dated August
1956 of Candela and Logan, Registered Surveyors Number 1559,
be the same more or less, but subject to all legal highways.

    This parcel is subject to rights of way for telephone and
telegraph pole line purposes and for pipe line purposes as shown
on instruments recorded in Volume 293, Page 455 and Volume
473, Page 374 of Ashtabula County Records.

                               ZENITH SUBSTATION

    PARCEL NO. 50. Situated in the City of Conneaut, County of
Ashtabula and State of Ohio, and being known as being part of
Original Lot No. 15 Section 2, Township 14 and in the First
Range of Townships of the Connecticut Western Reserve and
being part of the original Hazeltine farm bounded and described
as follows to wit:

    Beginning at a concrete monument at the intersection of
the west line of Chestnut Street, 50 feet wide, and the south
line of Detroit Street, 50 feet wide; thence southerly along the
west line of Chestnut Street one hundred fifty (150) feet to a
concrete monument; thence westerly along a line which makes
an included angle of 89 degrees and 50 minutes with the above
described course and which is also parallel to the south line of
Detroit Street a distance of one hundred fifty (150) feet to a
concrete monument; thence northerly and parallel to the west
line of Chestnut Street for a distance of one hundred fifty (150)
feet to a concrete monument in the south line of Detroit Street;
thence easterly along the south line of Detroit Street for a
distance of one hundred fifty (150) feet to the place of begin-
ning and containing about 0.5165 acre of land according to a
survey dated August 20, 1956, by Wm. V. Kantola, Ohio Regis-
tered Surveyor No. 1001, be the same more or less, but subject to
all legal highways.

                              RUSSELL SUBSTATION

    PARCEL NO. 51. Situated in the Township of Russell, County
of Geauga, and State of Ohio, being part of Lot No. 6, Middle
Survey of Tract No. 2, within the said Township, and bounded
and described as follows:

    Beginning in the center line of Chillicothe Road at its in-
tersection with the easterly prolongation of the northerly line
of sublot No. 18 of Hemlock Hills Subdivision, as the same is
shown on plat recorded in Volume 6, Page 9, of Geauga County
Records of plats, said place of beginning being also the south-



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<PAGE>   249
                                                                           (CEI)





east corner of land conveyed to William F. Matthews and Helen
Matthews, by deed dated October 31, 1945, and being Geauga
County Recorder's File No. 90, 196; thence South 89 degrees 52' West
and passing through an iron pipe 30.13 feet from said place of
beginning, a total distance of 200.0 feet to an iron pipe in the
northerly line of said sub-lot No. 18; thence North 05 degrees 23' West
85.0 feet to an iron pipe; thence North 89 degrees 52' East 200.0 feet
to the center line of Chillicothe Road, and passing through an
iron pipe 30.13 feet therefrom; thence South 05 degrees 23' East along
said road center line 85.0 feet to the place of beginning, con-
taining 0.388 acre, as surveyed in February, 1956, by Root &
Pomeroy, Registered Surveyors, be the same more or less, but
subject to all legal highways.

    This parcel is subject to a restriction limiting its use for
commercial and/or residential purposes in accordance with sev-
eral certain restrictions all as shown in a deed filed for record
on December 18, 1945 under Geauga County Recorder's File
No. 90196.

                               QUAKER SUBSTATION

    PARCEL NO. 52. Situated in the Township of Munson, County
of Geauga, and State of Ohio, and being parts of Lot No. 4, Tract
No. 2, and Lot No. 31, Tract No. 3, within said Township and
bounded and described as follows:

    Beginning in the center line of Mayfield Road at its inter-
section with the Easterly line of Munson Township, thence
South 02 degrees 11' West along said Township line and passing through
an iron pin at 30.44 feet and 572.93 feet, respectively, from said
place of beginning, a total distance of 588.93 feet to a point
within Butternut Creek; thence North 87 degrees 10' West within
Butternut Creek, 98.53 feet; thence North 02 degrees 11' East and
passing through an iron pipe at 16 feet, and 540.41 feet, re-
spectively, a total distance of 570.69 feet to the center line of
Mayfield Road; thence North 82 degrees 19' 30" East along said road
center line 100 feet to the place of beginning and containing
1.31 acres of land according to a plat of survey made by Cloyd
C. Graber, Registered Surveyor, January, 1947, be the same
more or less, but subject to all legal highways.

                              AVON PLANT ADDITION

    PARCEL NO. 53. Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being a part
of Original Avon Township Section No. 6, and bounded and
described as follows:



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<PAGE>   250
                                                                           (CEI)




    Beginning on the southerly line of Lake Road, 60 feet in
width, being also known as Lake Shore Road, at its intersection
with the easterly line of land in Parcel No. 2 conveyed to The
Cleveland Electric Illuminating Company by deed dated Novem-
ber 19, 1924 and recorded in Volume 206, Page 14 of Lorain
County Deed Records; thence South along the easterly line of
land in Parcel No. 2 so conveyed, a distance of 304.00 feet to a
northerly line of land in Parcel No. 2 conveyed to The Village
of Avon Lake by deed dated August 27, 1946 and recorded in
Volume 304, Page 433 of Lorain County Deed Records; thence
North 7 degrees 34' 00" East along a northerly line of land in Parcel
No. 2 so conveyed to The Village of Avon Lake, a distance of
129.42 feet to the westerly line of Parkside Avenue, proposed,
40 feet in width; thence North along the westerly line of Park-
aide Avenue, proposed a distance of 301.79 feet to the southerly
line of Lake Road; thence South 71 degrees 29' 40" West along the
southerly line of Lake Road, a distance of 128.71 feet to the
place of beginning, and being further known as all of Sublots
Nos. 1, 2, 10, 11, 12 and 13 in the Avon Park Subdivision,
proposed. containing 0.84867 acre of land according to the
survey of George M. Garrett and Associates, Registered Pro-
fessional Engineers and Surveyors, be the same more or less,
but subject to all legal highways.

    This parcel is subject to a restriction limiting its use for
business purposes in accordance with several restrictions all as
appear in a deed recorded in Volume 198, Page 66 of Lorain
County Record of Deeds.

    PARCEL NO. 54. Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being a part
of Original Avon Township Section No. 6, and bounded and
described as follows:

    Beginning on the southerly line of Lake Road, 60 feet in
width, being also known as Lake Shore Road, at its intersection
with the easterly line of land in the first parcel conveyed to
William M. Cunningham by deed dated November 17, 1922 and
recorded in Volume 188, Page 46 of Lorain County Deed
Records;

    COURSE NO. 1: thence South 00 degrees 05' 12" West along the
easterly line of land in the first parcel so conveyed, a distance
of 308.55 feet to a northerly line of land in Parcel No. 2 con-
veyed to The Village of Avon Lake by deed dated August 27,
1946 and recorded in Volume 394, Page 433 of Lorain County
Deed Records;



                                     A-191






<PAGE>   251
                                                                           (CEI)





    COURSE NO. 2: thence North 70 degrees 34' 00" East along a north-
erly line of land in Parcel No. 2 so conveyed to The Village of
Avon Lake, a distance of 124.52 feet to the westerly line of land
in Parcel No. 3 conveyed to The Cleveland Electric Illuminating
Company by deed dated  November 19, 1924 and recorded in
Volume 206, Page 14 of Lorain County Deed Records;

    COURSE NO. 3: thence North 00 degrees 07' 08" West along the
westerly line of land in Parcel No. 3 so conveyed to The Cleve-
land Electric Illuminating Company, a distance of 306.035 feet
to the southerly line of Lake Road;

    COURSE NO. 4: thence South 71 degrees 30' 10" West along the
southerly line of Lake Road, a distance of 122.66 feet to the
place of beginning, containing 0.82456 acres of land according
to the survey of George M. Garrett and Associates, Registered
Professional Engineers and Surveyors, be the same more or less,
but subject to all legal highways.

                   SOUTH TRANSMISSION SUBSTATION-AVON PLANT

    PARCEL NO. 55. Situated in the Village of Avon Lake,
County of Lorain and State of Ohio and known as being part
of Original Avon Township Section No. 6 and bounded and
described as follows:

    Beginning at a stake set in the Southerly line of The Lake
Shore Road, which stake is distant Westerly 61.81 feet from
the Easterly line of an 86.27 acre parcel of land conveyed to
George F. Smith by Deed filed for record June 18, 1908, and
recorded in Volume 109, Page 367 of Lorain County Deed
Records; thence from said place of beginning South 74 degrees
28' West, along the said Southerly line 105 feet to a stake; thence
South 2 degrees 56' 02" West 281.94 feet to the Northerly line
of The Lake Shore Electric Railway Company's former right
of way; thence North 73 degrees 21' 20" East, along said North-
erly line, 105.72 feet to a stake; thence North 2 degrees 56' 0"
East, 279.78 feet to the place of beginning, and being further
known as Sublots Nos. 17, 18 and 19 of The Krogh-Barr Syndi-
cate's Avon Beach Allotment proposed, as per survey of the
F. A. Pease Engineering Company, be the same more or less,
but subject to all legal highways.

    PARCEL NO. 56. Situated in the Village of Avon Lake,
County of Lorain and State of Ohio, and known as being part
of Original Avon Township Section No. 6, and bounded and
described as follows:

    Beginning on the Southerly line of Lake Road (60 feet
wide) at its point of intersection with the Easterly line of land



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<PAGE>   252
                                                                           (CEI)




conveyed to George F. Smith by deed dated June 18, 1908, and
recorded in Volume 109, Page 367 of Lorain County Deed
Records; thence South 74 degrees 28' West along the Southerly line
of said Lake Road, 61.81 feet; thence South 2 degrees 56' West 279.73
feet to the Northerly line of The Lake Shore Electric Railway
Company's former right of way; thence North 73 degrees 21' 20" East
along the Northerly line of said right of way 84.24 feet to the
Easterly line of land conveyed to George F. Smith as aforesaid;
thence Northerly along the Easterly line of land so conveyed
to George F. Smith 272.05 feet to the place of beginning, said
premises being further known as Sublots Nos. 20 and 21 in The
Krogh-Barr Syndicate's Avon Beach Allotment proposed, be the
same more or less, but subject to all legal highways.

                               ACORN SUBSTATION

    PARCEL NO. 57. Situated in the Village of Avon, County of
Lorain and State of Ohio, and known as being part of Original
Avon-Township Section No. 10, and bounded and described as
follows:

    Beginning in the center line of the Ridgeville-Lorain Road
at the Northeasterly corner of land conveyed to Cyril A. Gates
by deed dated October 2, 1944, and recorded in Volume 342,
Page 187, Lorain County Deed Records; thence North 34 degrees --22'
West along the center line of the Ridgeville-Lorain Road a dis-
tance of 100.04 feet; thence South 61 degrees --38' West, parallel to the
Northerly line of land so conveyed to Cyril A. Gates, and being
the Northerly line of land conveyed to Julius Barbier by deed
dated December 6, 1954 and recorded in Volume 615, Page 235,
Lorain County Deed Records, a distance of 220.35 feet to an
iron pin and passing through an iron pin 25.13 feet from said
road center line; thence South 67 degrees --52' East along a Northerly
extension of the center line of French Creek and along said
center line a distance of 128.94 feet; thence North 61 degrees --38'
East along the Northerly line of land conveyed to Cyril A. Gates.
as aforesaid, a distance of 148.8 feet to the place of beginning
and passing through an iron pin 25.13 feet from the center line
of said Ridgeville-Lorain Road, and containing within said
bounds 0.4212 of an acre of land, be the same more or less, as
surveyed by C. T. Biggs, Registered Surveyor, but subject to
all legal highways.

    PARCEL NO. 58. Situated in the Village of Avon, County of
Lorain and State of Ohio, and known as being part of Original
Avon Township Section No. 10, and bounded and described as
follows:




                    A-193






<PAGE>   253
                                                                           (CEI)




    Beginning in the center line of the Ridgeville-Lorain Road
at the Northeasterly corner of land conveyed to Julius Barbier
by deed dated December 6 1954, and recorded in Volume 615,
Page 235, Lorain County Deed Records; thence North 34 degrees --22'
West along the center line of the Ridgeville-Lorain Road a dis-
tance of 92.65 feet; thence South 61 degrees --33' West along the South-
erly line of land conveyed to Lester Gilbert and Stanley Capell
by deed dated April 15, 1946 and recorded in Volume 383, Page
595, Lorain County Deed Records a distance of 277.8 feet to an
iron pin and passing through an iron pin on the Westerly line
of said road; thence North 80 degrees --10' West along a Southerly line
of land so conveyed to Lester Gilbert and Stanley Capell and the
Southerly line of land conveyed to Aloysius Schneider and Bertha
Schneider by deed dated September 20, 1955 and recorded in
Volume 644, Page 414, Lorain County Deed Records, a distance
of 304.8 feet to the center line of French Creek and passing
through an iron pin about 62.2 feet from said center line; thence
South 17 degrees --33' East along the center line of said creek a distance
of 90.0 feet; thence South 67 degrees --56' East along the center line
of said creek a distance of 248.8 feet; thence North 61 degrees--38'
East along the Northerly line of land conveyed to Julius Barbier,
as aforesaid, a distance of 385.35 feet to the place of beginning
and passing through an iron pin about 120.0 feet from said
creek center line and on the Westerly line of the Ridgeville-
Lorain Road, and containing within said bounds 1.377 acres of
land, be the same more or less, as surveyed by C. T. Biggs,
Registered Surveyor, but subject to all legal highways.

    Parcels Nos. 57 and 58 are both subject to an easement
for road purposes granted to the State of Ohio by instrument
recorded in Volume 321, Page 610 of Lorain County Records.

                              NEWPORT SUBSTATION

    PARCEL NO. 59. Situated in the Township of Kirtland,
County of Lake, and State of Ohio and known as being part of
Lot No. 15, Tract No. 2, in said Township and bounded and
described as follows:

    Beginning in the center line of Chillicothe Road at the
southerly line of said Tract No. 2; thence North 89 degrees 45' 20"
East along said Tract line and passing through an iron pipe
30.16 feet from said place of beginning, a total distance of 330.16
feet to an iron pipe; thence North 05 degrees 35' 00" East, 120.0 feet
to an iron pipe; thence South 89 degrees 45' 20" West, 330.16 feet
to the center line of Chillicothe Road, and passing through an
iron pipe 30.16 feet therefrom; thence South 05 degrees 35' 00" West
along said road center line 120.0 feet to the place of beginning


                                     A-194






<PAGE>   254
                                                                           (CEI)



and containing 0.9048 acre of land, as surveyed in February,
1957, by T. R. Root, registered surveyor No. 2888, be the same
more or less, but subject to all legal highways.

    Being a part of the same premises conveyed by Pittsburgh
Consolidation Coal Company to The Ceico Company by deed
dated October 15, 1956, and recorded in Volume 425, Page 28
of Lake County, Ohio, Records.

                                HOPE SUBSTATION

    PARCEL NO. 60. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being Sub Lot
No. 41 in A. W. Walworth's Subdivision of part of Original
Two Acre Lots Nos. 117 to 124 and 130 to 133 inclusive, as shown
by the recorded plat in Volume 15 of Deeds, Page 558 of Cuya-
hoga County Records, and being 50 feet front on the South-
easterly side of Eagle Avenue S.E., and extending back of equal
width 198 feet to the Northwesterly line of Wigman Court S.E.,
as appears by said plat, be the same more or less, but subject
to all legal highways.

                              HANFORD SUBSTATION

    PARCEL NO. 61. Situated in the City of Parma, County of
Cuyahoga, and State of Ohio, and known as being Sublot No. 29
in E. Moran's Tuxedo Farms Annex Subdivision, of Part of
Original Parma Township Lot No. 1, Blake Tract, as shown by
the recorded plat in Volume 78 of Maps, Page 26 of Cuyahoga
County Records. Said Sublot No. 29 has a frontage of 71.22
feet on the easterly side of Broadview Road, in said City, and
extends back 145.53 feet on the northerly line, 132.41 feet on
the southerly line and has a rear line of 70 feet as appears by
said plat, be the same more or less, but subject to all legal high-
ways.

    PARCEL NO. 62. Situated in the City of Parma, County of
Cuyahoga, and State of Ohio  and known as being Sublot No. 30
in E. Moran's Tuxedo Farms Annex Subdivision, of Part of
Original Parma Township Lot No. 1, Blake Tract, as shown by
the recorded plat in Volume 78 of Maps, Page 26 of Cuyahoga
County Records. Said Sublot No. 30 has a frontage of 71.22
feet on the easterly line of Broadview Road, in said City, and





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<PAGE>   255
                                                                           (CEI)





extends back 172.41 feet on the northerly line, 159.29 feet on
the southerly line and has a rear line of 70 feet as appears by
said plat, be the same more or less, but subject to all legal high-
ways.

                            HAZEL SWITCHING STATION

    PARCEL NO. 63. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio:

And known as being all of Sub Lots Nos. 53, 54, 55, 56 and 57
and parts of Sub Lots Nos. 22, 23, 24, 25, 26, 27, 28, 29, 50, 51
and 52 and part of an unnamed Alley, now vacated, in S. S.
Stone's Subdivision of a part of Original Ten Acre Lots Nos. 1
and 2, part of Original One Hundred Acre Lot No. 487 and part
of Original Two Acre Lots Nos. 125 and 126, as shown by the
recorded plat in Volume 1 of Maps, Page 35 of Cuyahoga County
Records, and bounded and described as follows:

    Beginning on the Westerly line of Commercial Road S. E.,
60 feet wide, at the Northeasterly corner of said Sub Lot No.
57; thence Southerly along the Westerly line of Commercial
Road S. E., about 200 feet to the Southeasterly corner of said
Sub Lot No. 50; thence Westerly long the Southerly line of said
Sub Lot No. 50, 31 feet; thence Northwesterly along the North-
easterly line of land conveyed to Wilson Terminals, Inc., by
Deed dated November 7, 1949, and recorded in Volume 6859,
Page 573 of Cuyahoga County Records, about 227.59 feet to
the Southeasterly line of land conveyed to the City of Cleveland
by Deed recorded in Volume 8439, Page 128 of Cuyahoga County
Records; thence Northeasterly along the Southeasterly line of
land so conveyed to the City of Cleveland to the Northerly line
of said Sub Lot No. 22; thence Easterly along the Northerly line
of said Sub Lot No. 22 to the Northeasterly corner thereof;
thence Southerly along the Easterly line of said Sub Lot No. 22
being also along the Westerly line of said unnamed Alley, about
2.21 feet to its intersection with the Westerly prolongation of
the Northerly line of Sub Lot No. 59 in said S. S. Stone's Sub-
division; thence Easterly along said prolongation 12.00 feet to
the Northwesterly corner of said Sub Lot No. 59 and being also
a point in the Easterly line of said unnamed Alley; thence
Southerly along the Easterly line of said unnamed Alley, about
49.93 feet to the Northwesterly corner of said Sub Lot No. 57;
thence Easterly along the Northerly line of said Sub Lot No. 57,
about 100.16 feet to the place of beginning, be the same more or
less, but subject to all legal highways.



                                     A-196






<PAGE>   256
                                                                           (CEI)




    PARCEL NO. 64. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being all of Sub
Lots Nos. 58 and 59 in S. S. Stone's Allotment of part of Original
Ten Acre Lots Nos. 1 and 2, One Hundred Acre Lot No. 487
and Two Acre Lots Nos. 125 and 126, as shown by the recorded
plat in Volume 1 of Maps, Page 35 of Cuyahoga County Records,
and together forming a parcel of land having a frontage of 50
feet on the Westerly side of Commercial Road S. E., and ex-
tending back of equal width 100 feet, as appears by said plat,
be the same more or less, but subject to all legal highways.

                              JENNINGS SUBSTATION

    PARCEL NO. 65. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being a part of
Original Brooklyn Township Lot No. 85, and bounded and de-
scribed as follows:

    Beginning on the northwesterly line of The Baltimore and
Ohio Railroad Company's (formerly The Cleveland, Lorain and
Wheeling Railway Company) right-of-way at the most easterly
corner of Parcel "E" of land conveyed to The Otis Steel Com-
pany by deed dated January 17, 1913 and recorded in Volume
1432, Page 241 of Cuyahoga County Records, said place of
beginning being also at an angle in the southeasterly line of
Quigley Road S.W., 80 feet in width, as conveyed to The City of
Cleveland for Street Purposes by deed dated September 30, 1942
and recorded in Volume 5472, Page 98 of Cuyahoga County
Records;

    Course No. 1: thence South 32 degrees 35' 38" West, as measured
along the said northwesterly line of The Baltimore and Ohio
Railroad Company's right-of-way, a distance of 722.547 feet;

    Course No. 2: thence North 57 degrees 24' 22" West, a distance
of 183.00 feet;

    Course No. 3: thence North 87 degrees 24' 22" West, a distance
of 118.934 feet to its intersection with a line drawn parallel to
and distant 286.00 feet northwesterly by rectangular measure-
ment from the aforementioned northwesterly line of The Balti-
more and Ohio Railroad Company's right-of-way;

    Course No. 4: thence North 32 degrees 35' 38" East along said
parallel line, a distance of 175.332 feet to the most northerly
line of land in Parcel "A" conveyed to The Otis Steel Company
by deed dated January 17, 1913 and recorded in Volume 1432,
Page 241 of Cuyahoga County Records;

                                     A-197






<PAGE>   257
                                                                           (CEI)





    Course No. 5: thence South 89 degrees 49' 55" East along said
most northerly line of land in Parcel "A", being also the most
southerly line of land conveyed to The City of Cleveland for
Street Purposes as aforementioned, a distance of 63.827 feet to
the southeasterly corner of Parcel "E", as aforementioned:

    Course No. 6: thence North 54 degrees 39' 57" East along the
northwesterly line of said Parcel "E", being also a southeasterly
line of Quigley Road S.W., 80 feet in width, conveyed to The
City of Cleveland for Street Purposes as aforementioned, a dis-
tance of 617.73 feet to the place of beginning, and containing
2.55984 acres of land be the same more or less, but subject to
all legal highways.

    PARCEL NO. 66. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being a part of
Original Brooklyn Township Lot No. 85, and bounded and de-
scribed as follows:

    Beginning on the northwesterly line of The Baltimore and
Ohio Railroad Company's (formerly The Cleveland, Lorain and
Wheeling Railway Company) right-of-way at a point distant
South 32 degrees 35' 38" West, as measured along said right-of-way
line, 722.547 feet from the most easterly corner of Parcel "E"
of land conveyed to The Otis Steel Company by deed dated
January 17, 1913 and recorded in Volume 1432, Page 241 of
Cuyahoga County Records;

    Course No. 1: thence South 32 degrees 35' 38" West, as measured
along said right-of-way line, a distance of 464.997 feet;

    Course No. 2: thence North 50 degrees 33' 22" West, a distance
of 139.043 feet;

    Course No. 3: thence North 57 degrees 24' 22" West, a distance
of 33.81 feet;

    Course No. 4: thence North 30 degrees 18' 22" West, a distance of
128.215 feet to its intersection with a line drawn parallel to and
distant 286.00 feet northwesterly by rectangular measurement
from Course No. 1 above;

    Course No. 5: thence North 32 degrees 35' 38" East along said par-
allel line, a distance of 330.538 feet;

    Course No. 6: thence South 87 degrees 24' 22" East, a distance of
118.934 feet;

    Course No. 7: thence South 57 degrees 24' 22" East, a distance of
183.00 feet to the place of beginning, and containing 2.82357
acres of land be the same more or less, but subject to all legal
highways.



                                    A-198





<PAGE>   258
                                                                           (CEI)





    The easterly six (6) feet of both Parcels Nos. 65 and 66
is subject to a limited easement for electric transmission line
purposes in favor of the Jones and Laughlin Steel Corporation
as appears in a Deed recorded in Volume 8855, Page 260 of
Cuyahoga County Record of Deeds. Parcel No. 65 is also subject
to limited easements for sewer, water, gas, telephone and elec-
tric lines and for railroad lead and switch tracks in favor of
said Steel Corporation as appears in the said Deed.

                             NEWCASTLE SUBSTATION

    PARCEL NO. 67. Situated in the Township of Chester, County
of Geauga, and State of Ohio, being part of Lot No. 11, Tract
No. 2, within the said Township, and described as follows:

    Beginning at the intersection of the center lines of Chilli-
cothe Road and Wilson Mills Road; thence S. 04 degrees 49' 30" W.
along the center line of Chillicothe Road 358.15 feet to the north-
easterly corner of lands conveyed to Frank J. Sezemsky, Jr. et.
al. by deed recorded in Volume 292, Page 361, of Geauga County
records of deeds; thence N. 85 degrees 46' 00" W. along the northerly
line of said Sezemsky lands, and through an iron pipe 50.0 feet
from said northeasterly corner, a total distance of 190.0 feet
to an iron pipe; thence N. 04 degrees 49' 30" E. 358.39 feet to the center
line of Wilson Mills Road, and through an iron pipe 30.0 feet
therefrom; thence S. 85 degrees 41' 40" E. along said road center line
190.0 feet to the place of beginning, containing 1.562 acres, as
surveyed in June, 1957, by T. R. Root, registered surveyor No.
2888.

    Being a part of the same premises conveyed by Robert C.
Wendt to Emma Dart by deed dated November 30, 1939 and
recorded in Volume 201, Page 589 of Geauga County Records.

    PARCEL NO. 67 is subject to an easement for highway pur-
poses as appears in an Easement recorded in Volume 296, Page
158 of Geauga County Records.

                               SANDY SUBSTATION

    PARCEL NO. 68. Situated in the Township of Madison, Coun-
ty of Lake, and State of Ohio, being part of the Cowles Lot of
Tract No. 2 within the said Township, and described as follows:

    Beginning in the center line of Chapel Road at a point which
is S. 840 13' 30" W. along said center line 30.13 feet from the
Northwesterly corner of lands (Parcel No. 1) conveyed to
George R. Parrock by deed recorded in Volume 290, Page 156,
of Lake County Records of Deeds; thence S. 0 degrees 23' 00" E. par-



                     A-199





<PAGE>   259
                                                                           (CEI)




allel to the westerly line of said Parrock lands, and through an
iron pipe 30.13 feet from said place of beginning, a total dis-
tance of 230.0 feet to an iron pipe; thence S. 84 degrees 13' 30" W.
110.0 feet to an iron pipe; thence N. 0 degrees 23' 00" W. 230.0 feet to
the center line of Chapel Road, and through an iron pipe
30.13 feet therefrom; thence N. 84 degrees 13' 30" E. along said road
center line 110.0 feet to the place of beginning, containing 0.578
acre, as surveyed in June, 1957, by T. R. Root, registered sur-
veyor No. 2888, be the same more or less, but subject to all legal
highways.

    Being a part of the same premises conveyed by Vern H.
Udell to Northeastern Ohio General Hospital Association by
deed dated February 16, 1957, and recorded in Volume 431, Page
143 of Lake County Records.

                               VICTOR SUBSTATION

    PARCEL NO. 69. Situated in the Township of Austinburg,
County of Ashtabula and State of Ohio and being part of original
Austinburg Township Lot Fifty-Five (55), and bounded and
described as follows:

    Beginning at the point of intersection of the center line of
Lampson Road, 60 feet wide, with the center line of the Rock
Creek-Austinburg Road (Ohio State Route No. 45), 66 feet
wide; thence South 0 degrees 52'. West along the center line of said
Rock Creek-Austinburg Road a distance of 180 feet; thence due
West and passing through an iron pin set in the westerly line of
the Rock Creek-Austinburg Road and 33 feet distant from the
center line thereof, a total distance of 283 feet to an iron pin;
thence North 0 degrees 52' East, 180 feet to the center line of Lampson
Road and passing through an iron pin 30 feet distant there-
from; thence due East along the center line of Lampson Road,
283 feet to the place of beginning and containing 1.17 acres of
land, be the same more or less, but subject to all legal highways,
according to the survey of Candela and Logan, Registered Sur-
veyors, made June, 1957.

                              WALBROOK SUBSTATION

    PARCEL NO. 70. Situated in the Township of Ashtabula,
County of Ashtabula and State of Ohio:

    Known as being Lots Numbers Two (2), Three (3), Four
(4), Five (5) and an Alley in the C. M. Brown Plat and being
further described as follows:




                                     A-200






<PAGE>   260
                                                                           (CEI)




    Beginning at an iron pin where the westerly line of Colum-
bus Ave. intersects the northerly line of Oakwood Ave.; thence
running westerly along the said northerly line of Oakwood Ave.
two-hundred twenty-five and 2/100 (225.02) feet to an iron pin
in the southwesterly corner of said Lot Number Two (2); thence
running northerly at right angles to said Oakwood Ave. along the
westerly line of said Lot Number Two (2) a distance of One
Hundred Four and 90/100 (104.90) feet to an iron pin in the
southerly line of lands of The N.Y.C.R.R. Co.; thence run-
ning northeasterly along the said N.Y.C.R.R. Co. southerly
line about a distance of Two-Hundred Twenty-six and 87/100
(226.87) feet to an iron pin in the said westerly line of Columbus
Ave.; thence running Southerly along the said westerly line of
Columbus Ave. One-Hundred Eighty-one and 78/100 (181.78)
feet to the place of beginning and containing 75/100 (0.75)
acres of land.

Be the same more or less, but subject to all legal highways.

                               KELLY SUBSTATION

    PARCEL NO. 71. Situated in the Village of Warrensville
Heights, County of Cuyahoga and State of Ohio, and known as
being part of Original Warrensville Township, Lot No. 95, and
bounded and described as follows:

    Beginning on the proposed westerly line of Warrensville
Center Road, 100 feet wide, as shown by the plat of Home Site
Gardens Correction Plat Subdivision, as recorded in Volume
131 of Maps, page 120 of Cuyahoga County Records, at the
northeasterly corner of Sublot No. 31 in said subdivision;

    Thence North 10 degrees 38' 00" East, on a line parallel to the
center line of Warrensville Center Road as originally estab-
lished, 60 feet wide, and distant 50 feet northwesterly by rec-
tangular measurement therefrom, 371.81 feet to the north-
easterly line of premises formerly registered in Cleveland
Securities Corporation by Certificate of Title No. 68010;

    Thence North 63 degrees 23' 00" West, along the northeasterly
line of said premises formerly registered in Certificate of Title
No. 68010 to its intersection with the line described as Course
13 of Parcel 1 of Certificate of Title No. 2258; thence North
89 degrees 20' 10" West, along Course 13 of Parcel 1, as aforesaid,
159.63 feet to the northeasterly corner of premises formerly
registered in Eldon J. Bundy by Certificate of Title No. 10526;

    Thence South 10 degrees 38' 00" West, along the easterly line of
premises registered in Bundy, as aforesaid, and along the




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<PAGE>   261
                                                                           (CEI)





southerly prolongation thereof, to the northerly line of the Home
Site Gardens Correction Plat Subdivision, as aforesaid; thence
South 89 degrees 52' 30" East, along the northerly line of said sub-
division, to the westerly line of Sublot No. 31 in said sub-
division;

    Thence northerly 0.50 feet to the northwesterly corner of
said Sublot and forming an included angle of 90 degrees 08' 30" with
the last described line;

    Thence easterly along the northerly line of Sublot No. 31,
175.58 feet to the place of beginning. Subject to all legal high-
ways.

    Parcel No. 71 is subject to an easement in favor of the
owner of adjoining land for use as a roadway for ingress and
egress as shown in Land Title Registration Document No. 25999
and noted on Torrens Certificate of Title No. 68010 both on file
with the Cuyahoga County Recorder, and is also subject to a
reservation of slope rights as shown on Cuyahoga Board of
County Commissioners Map M-4366, and as shown on Land Title
Registration Document No. 207959 and noted on Torrens Certif-
icate of Title No. 81791, both on file with the Cuyahoga County
Recorder.

                    IVY SUBSTATION

    PARCEL NO. 72. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being parts of
Sublots Nos. 2, 3, 4, 5, 7 and 8, all of Sublots Nos. 6, 10, 11, 12,
13, 15, 16 and 19 in James W. Kingsbury's Subdivision of a
part of Original Newburgh Township Lot No. 432 as shown by
the plat recorded in Volume 6, Page 8 of Cuyahoga County Maps,
a part of that portion of Mt. Auburn Avenue S.E., 80 feet in
width; vacated by Ordinance No. 47779 passed October 21, 1918
by the Council of the City of Cleveland, a part of that portion
of East 87th Street, formerly Rockland Avenue, vacated by
Ordinance No. 22858 passed October 23, 1911 by the Council
of the City of Cleveland, together with other unalloted lands in
Original Newburgh Township Lots Nos. 432 and 433 and bound-
ed and described as follows:

    Beginning on the Westerly line of Woodhill Road S.E., 80
feet in width, formerly Woodland Hills Avenue, at its intersec-
tion with the Southerly line of land conveyed to The Weldon
Tool Company by deed dated May 8, 1941 and recorded in Vol-
ume 5232, Page 329 of Cuyahoga County Records;




                                     A-202






<PAGE>   262
                                                                           (CEI)





    Course No. 1: thence South 21 degrees 17' 30" West along the
Westerly line of said Woodhill Road S.E., a distance of 162.45
feet to its intersection with the Northerly line of Mt. Auburn
Avenue S.E., 80 feet in width;

    Course No. 2: thence North 89 degrees 54' 30" West along the
Northerly line of Mt. Auburn Avenue S.E., a distance of 400.207
feet to the Easterly line of that portion of Mt. Auburn Avenue
S.E. vacated by Ordinance No. 47779, as aforementioned;

    Course No. 3: thence South 00 degrees 05' 30" West along the
Easterly line of Mt. Auburn Avenue S.E., so vacated, being
also along the Northerly prolongation of the Easterly line of
Sublot No. 11 in the aforementioned James W. Kingsbury's Sub-
division, a distance of 80.00 feet to the Southerly line of Mt.
Auburn Avenue S.E.;

    Course No. 4: thence South 89 degrees 54' 30" East along the
Southerly line of Mt. Auburn Avenue S.E., a distance of 200.00
feet to the Northeasterly corner of Sublot No. 19 in the aforesaid
Subdivision;

    Course No. 5: thence South 00 degrees 05' 30" West along the
Easterly line of said Sublot No. 19, a distance of 140.055 feet
to the Southeasterly corner thereof;

    Course No. 6: thence North 89 degrees 55' 00" West along the
Southerly line of Sublots Nos. 19, 16 and 15 in said Subdivision,
a distance of 150.00 feet to the Northeasterly corner of Sublot
No. 13 in said Subdivision;

    Course No. 7: thence South 00 degrees 04' 30" West along the
Easterly line of said Sublot No. 13, a distance of 140.077 feet
to the Northerly line of Manor Avenue S.E., 50 feet in width;

    Course No. 8: thence North 89 degrees 55' 30" West along the
Northerly line of Manor Avenue S.E., a distance of 100.00 feet
to the Southeasterly corner of Sublot No. 9 in said Subdivision;

    Course No. 9: thence North 00 degrees 04' 30" East along the
Easterly line of said Sublot No. 9, a distance of 140.092 feet
to the Northeasterly corner thereof;

    Course No. 10: thence North 89 degrees 55' 00" West along the
Northerly line of said Sublot No. 9, a distance of 50.00 feet to the
Northwesterly corner thereof;

    Course No. 11: thence South 00 degrees 04' 30" West along the
Westerly line of said Sublot No. 9, a distance of 140.10 feet to
the Northerly line of Manor Avenue S.E., as aforementioned;



                                     A-203






<PAGE>   263
                                                                           (CEI)





    Course No. 12: thence North 89 degrees 55' 30" West along the
Northerly line of Manor Avenue S.E., a distance of 312.95 feet
to the Southeasterly corner of land conveyed to The New York
Central Railroad Company by deed dated November 27, 1918
and recorded in Volume 2038, Page 480 of Cuyahoga County
Records;

    Course No. 13: thence North 61 degrees 08' 30" East along a
Southeasterly line of land so conveyed, a distance of 167.945
feet to a point of curvature therein;

    Course No. 14: thence continuing Northeasterly along a
Southeasterly line of land so conveyed, being along the arc of
a curve deflecting to the left, a distance of 231.622 feet to its
intersection with the Southwesterly prolongation of the South-
easterly line of land conveyed to The New York Central Railroad
Company by deed dated December 18, 1918 and recorded in
Volume 2162, Page 298 of Cuyahoga County Records, said curved
line having a radius of 422.28 feet and a chord which bears
North 45 degrees 25' 41.5" East a distance of 228.73 feet;

    Course No. 15: thence North 24 degrees 08' 10" East along a
Southeasterly line of land conveyed to The New York Central
Railroad Company as first aforementioned, and along its pro-
longation Northeasterly, being along the Southeasterly line of
land conveyed to The New York Central Railroad Company by
deed dated December 18, 1918 and recorded in Volume 2162,
Page 298 of Cuyahoga County Records, as aforesaid, a distance
of 294.52 feet to the Southwesterly corner of land conveyed to
The Weldon Tool Company, as aforementioned.

    Course No. 16: thence East along the Southerly line of land
so conveyed to The Weldon Tool Company, a distance of 442.22
feet to the place of beginning, and containing 159386.34 square
feet of land or 3.65900 acres, be the same more or less, but
subject to all legal highways.

    (The foregoing description is in accordance with a survey
made by George M. Garrett and Associates, September, 1957.)

    Together with all right, title and interest whatsoever of
The Belt & Terminal Realty Company, either in law or equity of,
in or to the streets and highways abutting the above described
premises, and all the interest of said Realty Company in and to
certain rights that were reserved by said Realty Company in
and upon that 1.087-acre parcel of land that was conveyed to
The Van Dorn and Dutton Company in deed dated August 21st,
1918 and recorded in Volume 2037, Page 347, of Cuyahoga
County Records and in and upon that 1.6555-acre parcel of land


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<PAGE>   264
                                                                           (CEI)





that was conveyed to The Weldon Tool Company in deed dated
May 8th, 1941 and recorded in Volume 5232, Page 329, of Cuya-
hoga County Records,--which rights, pertaining to a certain
storm-water sewer and to a certain sanitary sewer, were re-
served for the benefit of certain land and lands therein men-
tioned and of which the premises hereby conveyed form a part.

    Parcel No. 72, insofar as it is affected thereby, is subject to:

    (a) all of the easements, rights, covenants, agreements and
reservations contained in three certain deeds from The Belt &
Terminal Realty Company to The Van Dorn and Dutton Com-
pany dated July 12th, 1915, May 16th, 1916 and August 21st,
1918, respectively, and recorded in Volume 1710, Page 306, in
Volume 1811, Page 24, and in Volume 2037, Page 347, respec-
tively, of Cuyahoga County Records;

    (b) all of the easements, restrictions, covenants and agree-
ments contained in that certain deed from The Belt & Terminal
Realty Company to The Weldon Tool Company dated May 8th.
1941 and recorded in Volume 5232, Page 329, of Cuyahoga
County Records;

    (c) that certain sewer easement heretofore given by The
Belt & Terminal Realty Company to the City of Cleveland by
instrument dated December 6th, 1918 and recorded in Volume
2039, Page 630, of Cuyahoga County Records.

                                COVE SUBSTATION

    PARCEL NO. 73. Situated in the City of Bay Village, County
of Cuyahoga and State of Ohio, and known as being part of
Original Dover Township Lot No. 86 and bounded and described
as follows:

    Beginning on the Northerly line of Knickerbocker Road, 86
feet wide, at the Southwesterly corner of land conveyed to Pro-
ductive Tool Service Inc. by deed dated August 2, 1956 and
recorded in Volume 8666, Page 616 of Cuyahoga County Rec-
ords; thence Westerly, along the Northerly line of Knickerbocker
Road, 110 feet to a point thence Northerly, parallel with the
Westerly line of land conveyed to Productive Tool Service Inc.
as aforesaid, about 200.20 feet to the Southerly line of the
Cahoon Estates Subdivision No. 2, as recorded in Volume 88
of Maps, Page 39 of Cuyahoga County Records; thence Easterly,
along the Southerly line of said Subdivision, about 110 feet to
the Northwesterly corner of land conveyed to Productive Tool
Service Inc. as aforesaid; thence Southerly along the Westerly
line of land so conveyed, about 197.98 feet to the place of begin-
ning and containing about 0.50275 acre of land, be the same
more or less, but subject to all legal highways.


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<PAGE>   265
                                                                           (CEI)



                              PENBROOK SUBSTATION

    PARCEL NO. 74. Situated in the Township of Newbury,
County of Geauga, and State of Ohio, being part of Lot No. 1,
Tract No. 2, within the said Township, and bounded and de-
scribed as follows:

    Beginning in the center line of Kinsman Road (State
Route 87) at the northwesterly corner of lands conveyed to
John D. and Marie Varkett by deed recorded in Volume 307,
Page 339, of Geauga County Records of Deeds, said point
being S. 84 degrees 18' 20" E. along said center line 744.0 feet from
an iron pin at the intersection of the center lines of Kinsman
Road and Ravenna Road (State Route 44); thence S. 03 degrees 33'
40" W. along the westerly line of said Varkett lands, and
through an iron pipe 40.03 feet from said place of beginning,
a total distance of 280.0 feet to an iron pipe; thence N. 84
18' 20" W. 150.0 feet to an iron pipe; thence N. 030 33# 40" E.
280.0 feet to the center line of Kinsman Road, and through an
iron pipe 40.03 feet therefrom; thence S. 84 degrees 18' 20" E. along
said road center line 150.0 feet to the place of beginning, and
containing 0.963 acre, as surveyed in August, 1957, by T. R.
Root, Registered Surveyor No. 2888, be the same more or less
but subject to all legal highways.

Parcel No. 74 is subject to easements for telephone line,
public highway and slope right use and purposes all as appear
in instruments recorded in Volume 205, Page 157, Volume 277,
Page 304 and Volume 277, Page 308, respectively, of Geauga
County Records.

                         EASTLAKE ASH DISPOSAL GROUND

    PARCEL NO. 75. Situated in the City of Eastlake, County
of Lake and State of Ohio, being a part of Lot Number 4
Chagrin Gore and part of Lot Number 5, Card Tract in said
City and is further bounded and described as follows:

    Beginning at a point in the center line of Erie Road at
the intersection of said center line with the northerly line of
Lot No. 5, Card Tract in said City;

    Thence N. 42 degrees 26' 15" W. along the center line of Erie Road
a distance of 190.00 feet to the northerly line of land conveyed
by The Bil-More Excavating, Inc., to Edwin J. Wagner and Rita
E. Wagner by deed dated March 5, 1956, and recorded in Vol-
ume 407, Page 160 of Lake County Records, and the principal
place of beginning of the premises herein described



                                     A-206






<PAGE>   266
                                                                           (CEI)


    Thence N. 42 degrees 26' 15" W. along the center line of Erie Road
a distance of 190 feet to a point;

    Thence N. 47 degrees 33' 45" E. a distance of 266.41 feet to an
iron pipe stake (at a distance of 30.00 feet passing through an
iron pipe stake in the northeasterly line of said Erie Road.)

    Thence N. 59 degrees 04' 30" W. a distance of 152.42 feet to an
iron pipe stake.

    Thence N. 0 degrees 43' 06" E. a distance of 134.93 feet to an iron
pipe stake in the southerly line of Lake Shore Boulevard Estates
Subdivision No. 2.

    Thence S. 89 degrees 16' 54" E. along the southerly line of said
Subdivision a distance of 2452.77 feet to an iron pipe stake.

    Thence S. 27 degrees 41' 15" W. a distance of 77.20 feet to an iron
pipe stake.

    Thence S. 1 degrees 55' 25" E. a distance of 234.08 feet to an iron
pipe stake.

    Thence 5. 41 degrees 34' 55" E. a distance of 62.52 feet to an iron
pipe stake.

    Thence S. 52 degrees 39' 35" E. a distance of 360.00 feet to a point
lying in the channel of the Chagrin River.

    Thence S 57 degrees 21' 20" W. a distance of 298.74 feet to an iron
pipe stake.

    Thence S. 88 degrees 00' W. a distance of 88.40 feet to an iron pipe
stake.

    Thence N. 68 degrees 37' W. a distance of 174.90 feet to an iron
pipe stake.

    Thence N. 30 degrees 56' W. a distance of 271.30 feet to an iron
pipe stake.

    Thence N. 64 degrees 22' W. a distance of 124.10 feet to an iron
pipe stake.

    Thence N. 20 degrees 50' W. a distance of 129.40 feet to an iron
pipe stake.

    Thence N. 20 degrees 00' E. a distance of 105.60 feet to an iron
pipe stake.

    Thence N. 16 degrees 30' W. a distance of 66.00 feet to an iron pipe
stake.





                                     A-207






<PAGE>   267
                                                                           (CEI)





    Thence N. 47 degrees 00' W. a distance of 91.10 feet to an iron pipe
stake.

    Thence S. 87 degrees 00' W. a distance of 161.00 feet to an iron
pipe stake.

    Thence S. 81 degrees 15' W. a distance of 85.80 feet to an iron pipe
stake.

    Thence S. 37 degrees 30' W. a distance of 99.00 feet to an iron pipe
stake.

    Thence S. 25 degrees 00' E. a distance of 138.60 feet to an iron pipe
stake.

    Thence S. 52 degrees 15' W. a distance of 55.40 feet to an iron pipe
stake.

    Thence S. 71 degrees 30' W. a distance of 174.90 feet to an iron
pipe stake (at a distance of 111.85 feet passing through an iron
pipe stake in the most northerly corner of lands now or formerly
owned by George W. Balkwill.)

    Thence S. 59 degrees 00' W. a distance of 94.40 feet to an iron pipe
stake.

    Thence S 45 degrees 45' W. a distance of 66.00 feet to an iron pipe
stake.

    Thence S 55 degrees 45' W. a distance of 99.00 feet to an iron pipe
stake.

    Thence S 49 degrees 30' W. a distance of 141.90 feet to an iron
pipe stake.

    Thence S. 20 degrees 00' W. a distance of 160.40 feet to an iron
pipe stake.

    Thence S. 38 degrees 00' W. a distance of 91.70 feet to an iron pipe
stake.

    Thence N. 69 degrees 00' W. a distance of 101.60 feet to an iron
pipe stake.

    Thence N. 30 degrees 53' 45" W. a distance of 126.35 feet to an
iron pipe stake in the northerly line of Card Tract.

    Thence N. 88 degrees 48' 55" W. (along the northerly line of said
Card Tract a distance of 305.84 feet at a distance of 20.00 feet
passing through a stone monument.)

    Thence N. 42 degrees 26' 15" West a distance of 371.08 feet to the
northerly line of land conveyed to Edwin J. Wagner and Rita E.


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<PAGE>   268
                                                                           (CEI)




Wagner by deed recorded in Volume 407, Page 160 of Lake
County Records as aforesaid;

    Thence S. 47 degrees 33' 45" west along said northerly line of land
so conveyed to Edwin J. Wagner and Rita E. Wagner, a distance
of 190.00 feet to the principal place of beginning and containing
27.177 acres of land, according to the survey made by Homer
Cole, Registered Surveyor No. 1335, be the same more or less
but subject to all legal highways.

    Parcel No. 75 is subject to an easement for a pipe line for
the purpose of transporting solids, liquids, gases and mixtures
thereof, as appears in an instrument recorded in Volume 385,
Page 251 of Lake County Records.

    PARCEL NO. 76. Situated in the City of Eastlake, County
of Lake and State of Ohio, being a part of Lot Number 5 of the
Card Tract, and part of Lot Number 4 of the Chagrin Gore in
said City and is further bounded and described as follows:

    Beginning at an iron pipe stake in the south line of said
Lot Number 5, in the north line of lands now or formerly owned
by Roland P. Daggett, from which the intersection of the center
lines of Erie Road and Roberts Road bears N. 89 degrees 15' 20" W. a
distance of 327.80 feet.

    Thence N. 24 degrees 33' 20" W. a distance of 106.13 feet to an
iron pipe stake.

    Thence N. 51 degrees 10' 20" W. a distance of 145.40 feet to an
iron pipe stake.

    Thence N. 36 degrees 15' 20" W. a distance of 107.80 feet to an
iron pipe stake.

    Thence N. 25 degrees 17' 20" W. a distance of 140.70 feet to an
iron pipe stake.

    Thence N. 49 degrees 01' 20" W. a distance of 119.88 feet to an
iron pipe stake.

    Thence N. 0 degrees 42' 40" E. a distance of 102.55 feet to an iron
pipe stake.

    Thence N. 30 degrees 31' 50" W. a distance of 163.70 feet to an
iron pipe stake in the center of a brook and in an angle of the
southerly line of land now or formerly belonging to Adolph and
Adele H. Schweers.

    Thence upstream along or near the center of said brook
and the southerly line of said Schweers land by the following
courses:



                                     A-209






<PAGE>   269
                                                                           (CEI)




    S. 69 degrees 00' E. a distance of 101.60 feet to an iron pipe stake.

    N. 38 degrees 00' E. a distance of 91.70 feet to an iron pipe stake.

    N. 20 degrees 00' E. a distance of 160.40 feet to an iron pipe stake.

    N. 49 degrees 30' E. a distance of 141.90 feet to an iron pipe stake.

    N. 55 degrees 45' E. a distance of 99.00 feet to an iron pipe stake.

    N. 45 degrees 45' E. a distance of 66.00 feet to an iron pipe stake.

    N. 59 degrees 00' E. a distance of 94.40 feet to an iron pipe stake.

    N. 71 degrees 30' E. a distance of 63.05 feet to an iron pipe stake
in the westerly line of land now or formerly belonging to Mar-
garet Shehan Crafts, et al.

    Thence still along or near the center of said brook and the
dividing line between said Craft's land and land conveyed to
George W. Balkwill by deed recorded in Volume 196, Page 291,
Lake County Record of Deeds, by the following courses:

    S. 40 degrees 17' 20" E. a distance of 348.00 feet to an iron pipe
stake.

    S. 4 degrees 42' 40" W. a distance of 94.90 feet to an iron pipe stake.

    S. 4 degrees 15' 40" W. a distance of 135.70 feet to an iron pipe
stake.

    S. 28 degrees 44' 40" W. a distance of 368.10 feet to an iron pipe
stake.

    S. 18 degrees 14' 40" W. a distance of 128.50 feet to an iron pipe
stake.

    S. 14 degrees 15' 20" E. a distance of 242.80 feet to an iron pipe
stake.

    Thence N. 89 degrees 15' 20" W. a distance of 180.00 feet to the
place of beginning, containing 12.169 Acres of land, according
to a survey and description made by Homer A. Cole, Ohio
Registered Surveyor No. 1335.

    Parcels Nos. 75 and 76 being the same premises conveyed to
Vine Company, Inc. by the Bil-More Excavating, Inc. by deed
dated April 9, 1956, and recorded in Volume 410, Page 42 of
Lake County Records.

                               OXFORD SUBSTATION

    PARCEL NO. 77. Situated in the Township of Auburn, County
of Geauga, and State of Ohio, being part of Lot No. 3, Tract
No. 1, within the said Township, and described as follows:


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<PAGE>   270
                                                                           (CEI)



    Beginning in the center line of Munn Road also known as
Gilmore Road (60 feet wide) at a point which is S. 04 degrees 51' 30"
W. along said center line 1323.9 feet from the intersection of the
center lines of Munn Road and Stafford Road (60 feet wide)
thence N. 86 degrees 15' 00" W. through an iron pipe 30.0 feet from
said place of beginning, a total distance of 280.0 feet to an iron
pipe; thence S. 04 degrees 51' 30" W. and parallel to the center line of
Munn Road 110.0 feet to an iron pipe in the northerly line of
lands (second parcel) conveyed to Nettie Cline by deed recorded
in volume 127, page 382, of Geauga County records of deeds;
thence S. 86 degrees 15' 00" E. along said northerly line 280.0 feet to
the center line of Munn Road, and through an iron pipe 30.0 feet
therefrom; thence N. 04 degrees 51' 30" E. along said road center
line of Munn Road 110.0 feet to the place of beginning, con.
taining 0.706 acre, be the same more or less, but subject to all
legal highways, as surveyed in November, 1957, by T. R. Root,
registered surveyor No. 2888.

    Being a part of the same premises conveyed to Lewis M.
Brockway by deed dated March 31, 1909 and recorded in Volume
127, Page 458 of Geauga County Records.

                               MARBLE SUBSTATION

    PARCEL NO. 78. Situated in the Township of Mentor, County
of Lake, and State of Ohio, being part of Lot No. 8, Tract No.
4, within the said Township, and described as follows:

    Beginning on the easterly right of way line of Reynolds
Road (State Route 306) 60 feet wide, at its intersection with the
northwesterly line of lands conveyed to The New York Central
Railroad Company by deed recorded in Volume 111, Page 231,
of Lake County Records of Deeds; thence N. 52 degrees 17' 00" E. along
said northwesterly line so conveyed to The New York Central
and through an iron pipe 1.0 foot from said place of beginning,
a total distance of 275.09 feet to an iron pipe; thence N. 37 degrees
43' 00" W. 110.0 feet to an iron pipe; thence S. 52 degrees 17' 00"
W. 200.0 feet to the easterly right of way line of Reynolds
Road (State Route 306), and through an iron pipe 1.0 foot there-
from; thence S. 03 degrees 23' 50" E. along said easterly line of
Reynolds Road 133.19 feet to the place of beginning, containing
0.599 acre, as surveyed in November, 1957, by T. R. Root, regis-
tered surveyor No. 2888, be the same more or less, but subject
to all legal highways.

    Being a part of the same premises conveyed by The Cleve-
land Trust Company to Anthony G. Mara and Blanche T. Mara
by deed dated July 7, 1944, and recorded in Volume 199, Page
486 of Lake County Records.



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                                                                           (CEI)





                             [TOP PORTION OF PAGE
                             INTENTIONALLY BLANK]




                               INGALL SUBSTATION

    PARCEL NO. 1. Situated in the City of East Cleveland,
County of Cuyahoga and State of Ohio, and known as being a
part of Sublots Nos. 1 and 2 in the Windermere Realty Co's.
Euclid Avenue Allotment of a part of Original 100 Acre Lots
Nos. 389 and 390 as shown by the plat recorded in Volume 25,
Page 29 of Cuyahoga County Maps, together with other un-
alloted land in Original 100 Acre Lot No. 390, and bounded and
described as follows:

    Beginning on the southeasterly line of Euclid Avenue, 86
feet in width, at its intersection with the northeasterly line of
land conveyed to Willard A. Calhoun by deed dated October 1,
1894 and recorded in Volume 590, Page 45 of Cuyahoga County
Records, said place of beginning being distant South 37 degrees 51' 10"
West, as measured along said southeasterly line of Euclid Avenue
from its intersection with the southwesterly line of Garfield
Road, 36 feet in width, a distance of 45.00 feet;

    Course No. 1: thence South 52 degrees 29' 20" East along the north-
easterly line of land so conveyed to Willard A. Calhoun, a distance
of 179.00 feet to the most easterly corner of land so conveyed;

    Course. No. 2: thence South 37 degrees 51' 10" West along the
southeasterly line of land so conveyed and along its prolongation


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<PAGE>   272
                                                                           (CEI)





southwesterly, a distance of 187.91 feet to the northeasterly line
of Rosalind Avenue, 50 feet in width;

    Course No. 3: thence North 52 degrees 08' 50" West along the north-
easterly line of Rosalind Avenue, a distance of 30.00 feet to a
point, said point being distant South 52 degrees 08' 50" East, as mea-
sured along said northeasterly line of Rosalind Avenue, a dis-
tance of 48.997 feet from the most southerly corner of land
conveyed to Noreen O'Malley by deed dated October 22, 1955
and recorded in Volume 8467, Page 99 of Cuyahoga County
Records;

    Course No. 4: thence North 37 degrees 51' 10" East, a distance of
86.00 feet;

    Course No. 5: thence North 52 degrees 08' 50" West along the south-
easterly prolongation of the northeasterly line of land conveyed
to the aforesaid Noreen O'Malley and along said northeasterly
line, a distance of 148.977 feet to the southeasterly line of Euclid
Avenue;

    Course No. 6: thence North 37 degrees 51' 10" East along the
southeasterly line of Euclid Avenue, a distance of 100.84 feet
to the place of beginning, and containing 20725.545 square feet
or 0.47579 acre of land according to the survey made in Decem-
ber, 1957, by Geo. M. Garrett and Associates, Registered Profes-
sional Engineers and Surveyors, be the same more or less but
subject to all legal highways.

    Being part of the premises conveyed to the Company by deed
recorded in Volume 9049, Page 153 of Cuyahoga County Record
of Deeds.

    Parcel No. 1 is subject to a restriction limiting its use
for residence purposes only and prohibiting the sale of intoxi-
cating beverages as shown in deeds recorded in Volume 957,
Page 521 and Volume 993, Page 29 of Cuyahoga County Record
of Deeds.

                            IVY SUBSTATION ADDITION

    PARCEL NO. 2. Situated in the City of Cleveland, County of
Cuyahoga, and State of Ohio, and known as being Sublot No. 20
and part of Sublot No. 21 in James W. Kingsbury's Subdivision
of a part of Original Newburgh Township Lot No. 432 as shown
by the plat recorded in Volume 6, page 8 of Cuyahoga County
Maps, together forming a parcel of land bounded and described
as follows:

    Beginning on the westerly line of Woodhill Road S. E., 80
feet in width, formerly Woodland Hills Avenue, at its intersection



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<PAGE>   273
                                                                           (CEI)



with the southerly line of Mt. Auburn Avenue S. E., 80 feet in
width;

    Course No. 1: thence South 21 degrees 17' 30" West along the
westerly line of said Woodhill Road S. E., a distance of 60.39 feet
to its intersection with the westerly line of East 93rd Street,
80 feet in width, formerly Woodland Hills Avenue;

    Course No. 2: thence South 00 degrees 36' 00" East along the
westerly line of said East 93rd Street, a distance of 43.735 feet
to the southeasterly corner of Parcel No. 3 of lands conveyed to
The Gund Realty Company by deed dated December 29, 1922 and
recorded in Volume 2687, Page 435 of Cuyahoga County Records;

    Course No. 3: thence North 89 degrees 55' 00" West along the south-
erly line of said Parcel No. 3, a distance of 36.567 feet to the
southeasterly corner of a triangular parcel of land conveyed by
The Gund Realty Company to Cleveland Screw Products by deed
dated December 29, 1954 and recorded in Volume 8240, Page 88
of Cuyahoga County Records;

    Course No. 4: thence North 00 degrees 05' 00" East along the
easterly line of said triangular parcel of land so conveyed, a dis-
tance of 0.32 feet to the northeasterly corner thereof;

    Course No. 5: thence South 89 degrees 55' 07" West along the
northerly line of said triangular parcel of land so conveyed, a
distance of 111.30 feet to the southwesterly corner of Parcel No.
3 of lands conveyed to The Gund Realty Company, as aforemen-
tioned;

    Course No. 6: thence North 00 degrees 05' 30" East along the
westerly line of said Parcel No. 3, being along the westerly line
of Sublots Nos. 21 and 20 as aforementioned, a distance of 100.056
feet to the southerly line of Mt. Auburn Avenue S. E., as afore-
mentioned;

    Course No. 7: thence South 89 degrees 54' 30" East along the
southerly line of Mt. Auburn Avenue S. E., a distance of 169.177
feet to the place of beginning, and containing 15349.01 square
feet of land or 0.35236 acre of land, be the same more or less, but
subject to all legal highways.

    Being the premises conveyed to the Company by deed re-
corded in Volume 9051, Page 582 of Cuyahoga County Record of
Deeds.

    Parcel No. 2 is subject to an unrecorded lease in favor of
Cleveland Screw Products Corporation as shown in the deed by
which the Company took title.



                                     A-212




 

<PAGE>   274
                                                                           (CEI)


                               FABER SUBSTATION

    PARCEL NO. 3. Situated in the Village of North Royalton,
County of Cuyahoga and State of Ohio, and known as being part
of Original Royalton Township Section No. 2, and bounded and
described as follows:

    Beginning on the westerly line of said Section No. 2, being
also the center line of West 130th Street, 60 feet in width, at a
point distant South 00 degrees 26' 00" West 190.00 feet, as measured
along said center line from its intersection with the center line of
Albion Road, 60 feet in width, said point of intersection being
also at the northwesterly corner of said Section No. 2;

    Course No. 1: thence South 89 degrees 47' 30" East along a line
drawn parallel to the northerly line of said Section No. 2, which
is also the center line of said Albion Road, a distance of 230.00
feet;

    Course No. 2: thence South 00 degrees 26' 00" West along a line
drawn parallel to the center line of West 130th Street, a distance
of 110.00 feet;

    Course No. 3: thence North 89 degrees 47' 30" West along a line
drawn parallel to Course No. 1 above described, a distance of
230.00 feet to the center line of West 130th Street;

    Course No. 4: thence North 00 degrees 36' 00" East along the center
line of West 130th Street, a distance of 110.00 feet to the place
of beginning, and containing 21999.80 square feet of land or
0.50504 acre exclusive of one-half of West 130th Street, according
to the survey of George M. Garrett and Associates, Registered
Professional Engineers and Surveyors, made in January, 1958,
be the same more or less, but subject to all legal highways.

    Being the premises conveyed to the Company by deed re-
corded in Volume 9060, Page 571 of Cuyahoga County Record of
Deeds.

                              KENDALL SUBSTATION

    PARCEL NO. 4. Situated in the Village of Bedford Heights,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 30 and bounded and
described as follows:

    Beginning at a point in the center line of Perkins Road (60
feet wide) distant South 0 degrees 38' 6" East 272.66 feet, measured
along said center line, from an iron monument in the center line


                    A-213






<PAGE>   275
                                                                           (CEI)



of Aurora Road (60 feet wide), said place of beginning being
also the Southwesterly corner of land conveyed to Ralph Jelinek
by deed dated December 9, 1932 and recorded in Volume 4281,
Page 452 of Cuyahoga County Records; Thence North 89 degrees 21'
East and along the Southerly line of land so conveyed to Ralph
Jelinek, a distance of 140.88 feet to an angle point therein; Thence
North 32 degrees 28' East and along the Southeasterly line of land so
conveyed to Ralph Jelinek, a distance of 151.44 feet to a point
in the center line of Aurora Road; Thence South 57 degrees 32' East
and along the center line of Aurora Road, a distance of 112.13
feet to a point therein; Thence South 32 degrees 33' 40" West a distance
of 211.09 feet to a point in the Northeasterly corner of land con-
veyed to Joseph Codispoti and Josephine Codispoti by deed dated
June 28, 1933 and recorded in Volume 4310, Page 400 of Cuya-
hoga County Records; Thence South 89 degrees 18' 10" West and along
the Northerly line of land so conveyed to Joseph Codispoti and
Josephine Codispoti, a distance of 201.95 feet to a point in the
center line of Perkins Road; Thence North 0 degrees 38' 06" West and
along the center line of Perkins Road, a distance of 111.20 feet
to the place of beginning, be the same more or less, but subject
to all legal highways.

    Being the premises conveyed to the Company by deed re-
corded in Volume 9062, Page 701 of Cuyahoga County Record of
Deeds.

    PARCEL NO. 4 is subject to a gas pipe line right of way in
favor of The East Ohio Gas Company as shown in an instru-
ment recorded in Volume 7230, Page 693 of Cuyahoga County
Record of Deeds.

                        NORTHFIELD SUBSTATION ADDITION

    PARCEL NO. 5. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 87, and bounded and
described as follows:

    Beginning on the center line of Northfield Road, 60 feet in
width, as established by Map of Finding and Establishing the
center line of NorthfIeld Road as recorded in Volume 152, Page
20 of Cuyahoga County Map Records, at a point distant South
0 degrees 29' 30" East, 106.00 feet from the Northwest corner of land
conveyed to Elizabeth Werner by Deed dated September 7, 1920
and recorded in Volume 2490, Page 84 of Cuyahoga County
Records, said place of beginning being distant North 0 degrees 29' 30"
West, as measured along said center line of Northfield Road,



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<PAGE>   276
                                                                           (CEI)





965.00 feet from its intersection with the South line of Original
Bedford Township Lot No. 87;

    Course No. 1: thence North 0 degrees 29' 30" West, along said
center line of Northfield Road, a distance of 292.52 feet to a
Southwest corner of land conveyed to The Cleveland Electric
Illuminating Company by deed dated April 27, 1948 and recorded
in Volume 6494, Page 430 of Cuyahoga County Records;

    Course No. 2: thence South 89 degrees 47' 28" East, along a South
line of land so conveyed to The Cleveland Electric Illuminating
Company, a distance of 380.00 feet to an interior corner thereof;

    Course No. 3: thence South 0 degrees 29' 30" East, along a Westerly
line of land so conveyed to The Cleveland Electric Illuminating
Company, a distance of 186.52 feet to the Northerly line of land
conveyed to Elizabeth Werner as aforesaid;

    Course No. 4: thence South 89 degrees 47' 28" East, along the North
line of land so conveyed to Elizabeth Werner, being also along a
South line of land conveyed to The Cleveland Electric Illuminat-
ing Company as aforesaid, a distance of 201.65 feet to the North-
east corner of land so conveyed to Elizabeth Werner;

    Course No. 5: thence South 0 degrees 29' 30" East, along the East-
erly line of land so conveyed to Elizabeth Werner, a distance of
106.00 feet to a point;

    Course No. 6: thence North 89 degrees 47' 28" West, a distance of
581.65 feet to the place of beginning, and containing 2.841 acres
of land exclusive of the Easterly one-half of Northfield Road,
according to the survey of George M. Garrett & Associates, Regis-
tered Professional Engineers and Surveyors, made in November
of 1957, be the same more or less, but subject to all legal high-
ways.

    Being part of the premises conveyed to the Company by deed
recorded in Volume 9072, Page 486 of Cuyahoga County Record
of Deeds.

    Parcel No. 5 is subject to: pipe line easements in favor of
Standard Oil Company as shown in instruments recorded in
Volume 4803, Pages 215 and 216 of Cuyahoga County Record of
Deeds; water and sewer pipe line easements in favor of the
Village of Walton Hills and the County of Cuyahoga as shown in
instruments recorded in Volume 8028, Pages 183 and 191, re-
spectively, of Cuyahoga County Record of Deeds; and, a covenant
regarding maintenance of fences as shown in the deed convey-
ing said Parcel to the Company.


                    A-215






<PAGE>   277
                                                                           (CEI)



                              DANBURY SUBSTATION

    PARCEL NO. 6. Situated in the Township of Olmsted, County
of Cuyahoga and State of Ohio, and known as being a part of
Original Olmsted Township Tract No. 1, and bounded and
described as follows:

    Beginning on the center line of Bagley Road, 40 feet in
width, at a point distant South 89 degrees 22' 00" East, as measured
along said center line from its intersection with the southerly
prolongation of the easterly line of Sublot No. 3 in the Margaret
Gannon Subdivision of a part of Tract 1, Olmsted Township, as
shown by the plat recorded in Volume 33, Page 15 of Cuyahoga
County Maps, a distance of 270.00 feet, said place of beginning
being also distant South 89 degrees 22' 00" East, as measured along
said center line, a distance of 90.00 feet from the southeasterly
corner of land conveyed to Thomas Nowakowski by deed dated
October 30, 1947 and recorded in Volume 6435, Page 645 of
Cuyahoga County Records;

    Course No. 1: thence North 00 degrees 08' 10" East along a line
drawn parallel to the easterly line of said Sublot No. 3 and its
southerly prolongation, a distance of 280.00 feet;

    Course No. 2: thence South 89 degrees 22' 00" East along a line
drawn parallel to the center line of Bagley Road, a distance of
110.00 feet to its intersection with a line drawn parallel to and
distant 110.00 feet southeasterly by rectangular measurement
from Course No. 1 above described;

    Course No. 3: thence South 00 degrees 08' 10" West along said line
drawn parallel to said Course No. 1, a distance of 280.00 feet to
the center line of Bagley Road;

    Course No. 4: thence North 89 degrees 22' 00" West along the cen-
ter line of Bagley Road, a distance of 110.00 feet to the place of
beginning, and containing 28599.91 square feet of land or 0.65656
acres exclusive of the northerly one-half of Bagley Road, be the
same more or less, but subject to all legal highways, according
to the survey made on November 11, 1957, by George M. Garrett
& Associates, Registered Professional Surveyors.

    Being the premises conveyed to the Company by deed re-
corded in Volume 9084, Page 154 of Cuyahoga County Record of
Deeds.

                              JUNIPER SUBSTATION

    PARCEL NO. 7. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part



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<PAGE>   278
                                                                           (CEI)





of Original Bedford Township Lot No. 82, and bounded and de-
scribed as follows:

    Beginning in the center line of Alexander Road (60 feet
wide), at a point distant Westerly, as measured along said Road
line, 357 feet from the Southwesterly corner of land owned by
Joseph D. and Anna Kaderabek, by Deed dated April 22, 1942,
and recorded in Volume 5436, Page 687 of Cuyahoga County
Records; thence continuing North 89 degrees 09' West along the center
line of Alexander Road aforesaid, 150 feet to a point; thence
North and parallel with said Kaderabek's Westerly line, 1000
feet to an iron pin set; thence South 89 degrees 09' East, 150 feet to
an iron pin set; thence South and parallel with Kaderabek's
Westerly line, 1000 feet to the center of Alexander Road and the
place of beginning, containing 3.444 Acres of land, be the same
more or less, but subject to all legal highways.

    PARCEL NO. 8. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 82, and bounded and de-
scribed as follows:

    Beginning in the center line of Alexander Road (60 feet
wide), at a point distant North 89 degrees 09' West, 107 feet from the
Southwesterly corner of lands owned by Joseph D. and Anna
Kaderabek, by Deed dated February 26, 1942, and recorded in
Volume 5436, Page 687 of Cuyahoga County Records; thence
continuing North 890 09' West along the center line of Alexander
Road, 250 feet; thence North and parallel with said Kaderabek's
Westerly line, 1000 feet; thence South 89 degrees 09' East being parallel
with the center line of Alexander Road, 250 feet to a point;
thence South and parallel with Kaderabek's Westerly line, 1000
feet to the place of beginning, containing 5.741 Acres of land,
be the same more or less, but subject to all legal highways.

    Parcel No. 8 is subject to a building setback restriction as
shown in a deed recorded in Volume 6022, Page 44 of Cuyahoga
County Record of Deeds.

    Parcels Nos. 7 and 8 being the premises conveyed to the
Company by deed recorded in Volume 9076, Page 5 of Cuyahoga
County Record of Deeds.

    PARCEL NO. 9. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 82, and bounded and
described as follows:


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<PAGE>   279
                                                                           (CEI)



    Beginning on the center line of Alexander Road, 60 feet wide,
at the Southeast corner of land conveyed to Joseph D. Kaderabek
and Anna Kaderabek by Deed dated February 26, 1942, and re-
corded in Volume 5436, Page 687 of Cuyahoga County, Ohio,
Records; thence Westerly along the center line of Alexander
Road about 150 feet to the Easterly line of land conveyed to
Herman H. Barnow and Anna Barnow by Deed dated May 22,
1951 and recorded in Volume 7260, Page 422 of Cuyahoga County,
Ohio, Records; thence Northerly along the Easterly line of land
so conveyed to Herman H. Barnow and Anna Barnow as afore-
said, about 1,000 feet to the Northeasterly corner thereof; thence
Westerly along the Northerly line of land so conveyed to Herman
H. Barnow and Anna Barnow as aforesaid, and continuing West-
erly along the Northerly line of lands conveyed to Frank Hribal
and Barbara Hribal by Deed dated August 24, 1945 and recorded
in Volume 6022, Page 44 of Cuyahoga County Records and by
Deed dated September 24, 1945 and recorded in Volume 6839,
Page 385 of Cuyahoga County Records, to the Easterly line of
lands conveyed to Roman J. Triska by Deed dated June 30, 1952
and recorded in Volume 7499, Page 189 of Cuyahoga County
Records; thence Northerly along the Easterly line of land so
conveyed to Roman J. Triska about 376.79 feet to the Southerly
line of a 150-foot wide easement granted to The Cleveland Elec-
tric Illuminating Company by Instrument dated August 11, 1931
and recorded in Volume 4014, Page 157 of Cuyahoga County
Records; thence Easterly along the Southerly line of said Ease-
ment, about 654.30 feet to the Easterly line of land conveyed to
Joseph D. Kaderabek and Anna Kaderabek as first aforesaid;
thence Southerly along said Easterly line about 1379.85 feet to
the place of beginning, be the same more or less, but subject to all
legal highways.

    PARCEL NO. 10. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 82, and bounded and
described as follows:

    Beginning on the center line of Alexander Road, (60 feet
wide) at the Southeasterly corner of land conveyed to Joseph D.
Kaderabek and Anna Kaderabek by Deed dated February 26,
1942, and recorded in Volume 5436, Page 687 of Cuyahoga
County Records; thence Northerly along the Easterly line of land
so conveyed to Joseph D. Kaderabek and Anna Kaderabek 1379.85
feet to the Southerly line of a 150-foot wide Easement granted
to The Cleveland Electric Illuminating Company by Instrument
dated September 11, 1931, and recorded in Volume 4200, Page



                                     A-218






<PAGE>   280
                                                                           (CEI)




466 of Cuyahoga County Records; thence Easterly along the
Southerly line of said Easement to its intersection with a line
drawn parallel with and distant 30 feet Westerly, measured
normally, from the Westerly line of land conveyed to The Lake
Erie and Pittsburgh Railway Company by Deed dated May 10,
1926, and recorded in Volume 3354, Page 392 of Cuyahoga
County Records; thence Northerly along said parallel line to the
center line of Dunham Road (66 feet wide); thence Southeasterly
and Easterly along the center line of Dunham Road to the West-
erly line of land so conveyed to The Lake Erie and Pittsburgh
Railway Company as aforesaid; thence Southerly along said
Westerly line to the center line of Alexander Road; thence West-
erly along the center line of Alexander Road to the place of begin-
ning, be the same more or less, but subject to all legal highways.

    Parcel No. 10 is subject to the right of the State of Ohio to
maintain a water line in a 10 foot strip of land in the Westerly
side of Dunham Road as shown in instruments recorded in
Volume 6879, Page 688 and Volume 6879, Page 687 of Cuyahoga
County Record of Deeds.

    Parcels Nos. 9 and 10 being the premises conveyed to the
Company, by deed recorded in Volume 9410, Page 398 of Cuya-
hoga County Record of Deeds.

    PARCEL NO. 11. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 82, and bounded and
described as follows:

    Beginning on the center line of Alexander Road, at the
Southwesterly corner of land conveyed to Joseph D. and Anna
Kaderabek, by Deed recorded in Volume 5438, Page 687 of
Cuyahoga County Records; thence Northerly along the Westerly
line of land so conveyed 1000 feet to the Southerly line of land
conveyed to Joseph D. and Anna Kaderabek, by Deed recorded in
Volume 6650, Page 726 of Cuyahoga County Records; thence
Westerly along said Southerly line, about 107 feet to the North-
easterly corner of land conveyed to Frank and Barbara Hribal,
by Deed recorded in Volume 6022, Page 44 of Cuyahoga County
Records; thence Southerly along the Easterly line of land so con-
veyed, 1000 feet to the center line of Alexander Road; thence
Easterly along said center line of Alexander Road, 107 feet to the
place of beginning, be the same more or less, but subject to all
legal highways.

    Being the premises conveyed to the Company by deed re-
corded in Volume 9097, Page 571 of Cuyahoga County Record
of Deeds.


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<PAGE>   281
                                                                           (CEI)



    Parcels Nos. 7, 9, 10 and 11 are subject to certain building
restrictions in favor of the Board of Park Commissioners of the
Cleveland Metropolitan Park District as shown in an instrument
recorded in Volume 5870, Page 697 of Cuyahoga County Record
of Deeds.

    PARCEL NO. 12. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 82, and bounded and
described as follows:

    Beginning at the Southeasterly corner of land conveyed to
Joseph F. Klukan and Albe Klukan by Deed dated February 8,
1951, and recorded in Volume 7226, Page 316 of Cuyahoga
County Records, said point being also the Northeasterly corner
of land conveyed to Edward A. Papesh and Isabelle R. Papesh
by Deed dated June 30, 1952, and recorded in Volume 7498, Page
644 of Cuyahoga County Records; thence Westerly along the
Northerly line of land so conveyed to Edward A. Papesh and
Isabelle R. Papesh and along the Northerly line of land con-
veyed to Walter Cwalina and Joan K. Cwalina by Deed dated
September 17, 1955, and recorded in Volume 8447, Page 426 of
Cuyahoga County Records, about 996.90 feet to the Westerly
line of said Original Lot No. 82; thence Northerly along said
Westerly line of Original Lot No. 82, about 22.16 feet to the
Southerly line of a 150 foot wide Easement granted to The
Cleveland Electric Illuminating Company by Instrument dated
August 11, 1931, and recorded in Volume 4014, Page 157 of
Cuyahoga County Records; thence Easterly along the Southerly
line of said Easement about 996.90 feet but to the Easterly line
of land conveyed to Joseph F. Klukan and Albe Klukan as afore-
said; thence Southerly along the Easterly line of land so con-
veyed to Joseph F. Klukan and Albe Klukan about 26.79 feet to
the place of beginning, be the same more or less, but subject to
all legal highways.

    Being the premises conveyed to the Company by deed re-
corded in Volume 9409, Page 408 of Cuyahoga County Record of
Deeds.

    PARCEL NO. 13. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 82, and bounded and de-
scribed as follows:

    Beginning on the center line of Alexander Road, 60 feet
wide, at a point 202.10 feet South 89 degrees 09' East along said center
line of Alexander Road from the Southeasterly corner of land
conveyed to George W. and Willie May Urban, by Deed recorded



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<PAGE>   282
                                                                           (CEI)





in Volume 6017, Page 58 of Cuyahoga County Records; thence
due North along a line parallel to the Easterly line of land so
conveyed, 1350 feet to the Southerly line of land conveyed to
Joseph F. and Albe Klukan, by Deed recorded in Volume 7226,
Page 316 of Cuyahoga County Records; thence South 89 degrees 09'
East along the Southerly line of land so conveyed, about 202.10
feet to the Westerly line of land conveyed to Joseph D. and Anna
Kaderabek, by Deed recorded in Volume 6650, Page 726 of Cuya-
hoga County Records; thence Southerly along the Westerly line of
land so conveyed and along the Westerly line of land conveyed
to Charles Hribal, by Deed recorded in Volume 5887, Page 438
of Cuyahoga County Records, 1350 feet to the center line of
Alexander Road; thence North 89 degrees 09' West along said center line
of Alexander Road, 202.10 feet to the place of beginning, be the
same more or less, but subject to all legal highways.

    PARCEL NO. 14. Situated in the Village of Walton Hills,
County of Cuyahoga and State of Ohio, and known as being part
of Original Bedford Township Lot No. 82, and bounded and
described as follows:

    Beginning on the center line of Alexander Road, 60 feet
wide, at the Southwesterly corner of land conveyed to Roman
J. Triska, by Deed dated June 30, 1952 and recorded in Volume
7499, Page 189 of Cuyahoga County Records; thence Westerly
along the center line of Alexander Road, 202.10 feet to the
Southeasterly corner of land conveyed to George W. and Willie
May Urban, by Deed recorded in Volume 6017, Page 58 of Cuya-
hoga County Records; thence Northerly along the Easterly line
of land so conveyed, 1350 feet to the Southerly line of land con-
veyed to Joseph F. and Albe Klukan, by Deed dated February
8, 1951, and recorded in Volume 7226, Page 316 of Cuyahoga
County Records; thence Easterly along the Southerly line of land
so conveyed, about 202.10 feet to the Northwesterly corner of
land conveyed to Roman J. Triska, as aforesaid; thence South-
erly along the Westerly line of land so conveyed, 1350 feet to
the place of beginning, be the same more or less, but subject to
all legal highways.

    Parcels Nos. 13 and 14 being the premises conveyed to the
Company by deeds recorded in Volume 9434, Pages 364 and 347,
respectively, of Cuyahoga County Record of Deeds.

                   EDNA SUBSTATION

    PARCEL NO. 15. Situated in the City of Fairview Park,
County of Cuyahoga and State of Ohio, and known as being part



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of Original Rockport Township Section No. 6, bounded and de-
scribed as follows:

    Beginning in the center line of Lorain Road, at the North-
westerly corner of a parcel of one acre of land conveyed by Caro-
line S. Haynes to Russell W. Bassett by deed dated May 4, 1905,
and recorded in Volume 965, Page 394 of Cuyahoga County
Records; thence South 2 degrees West, 285.73 feet, along the Westerly
line of land so conveyed to Russell W. Bassett to an iron pipe;
thence North 88 degrees West, 110 feet to an iron pipe; thence North
20 East, 209.24 feet to the center line of Lorain Road; thence
Northeasterly along the center line of said Lorain Road to the
place of beginning, and containing 625/1,000 acres of land, be
the same more or less, but subject to all legal highways, excepting
from the above described premises so much of the land as is in-
cluded within the bounds of Lorain Road, as widened to 80 feet
and shown on the dedication plat in Volume 130 of Maps, Page
61 of Cuyahoga County Records.

    Being the premises conveyed to the Company by deed re-
corded in Volume 9425, Page 249 of Cuyahoga County Record
of Deeds.

    Parcel No. 15 is subject to an easement for driveway pur-
poses as shown in an instrument recorded in Volume 5489, Page
631 of Cuyahoga County Record of Deeds.

                               VENICE SUBSTATION

    PARCEL NO. 16. Situated in the Township of Saybrook,
County of Ashtabula and State of Ohio, and known as being a
part of Lot No. 34 in said Township and bounded and described
as follows:

    Beginning at a point in the center line of Center Road
(State Route No. 45) sixty (60) feet wide, at the intersection
of said center line with the southerly line of New London Road,
sixty (60) feet wide, which southerly line is also the north line
of said Lot No. 34 and which point is the northwesterly corner of
land conveyed by F. E. Piper and Florence A. Piper to Fred J.
Payne, Trustee, by deed dated February 2, 1956, and recorded in
Volume 532, Page 448 of Ashtabula County Records; thence
South 89 degrees 56' 30" East along the southerly line of New London
Road a total distance of 274.27 feet and passing through a flush
right of way marker set in the easterly line of Center Road
(S. R. No. 45) 30.39 feet from the place of beginning; thence
South 0 degrees 03' 30" West, a distance of 150 feet to an iron pin;
thence North 89 degrees 56' 30" West and parallel to the first course


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                                                                           (CEI)




above described, a total distance of 250 feet to the center line of
Center Road (S. R. No. 45) and passing through an iron pin set
in the east line of said Center Road at 219.61 feet; thence North
9 degrees 08' West along the center line of Center Road (S. R. No. 45)
151.95 feet to the place of beginning and containing 0.9027 acre
of land according to the survey of Candela and Logan made
March 1958, be the same more or less, but subject to all legal
highways.

    Being the premises conveyed to the Company by deed re-
corded in Volume 564, Page 268 of Ashtabula County Record of
Deeds.

                               NORMAN SUBSTATION

    PARCEL NO. 17. Situated in the Township of Mentor, County
of Lake and State of Ohio, and known as being a part of Lot 5,
Tract 10, in said Township and is bounded and described as
follows:

    Beginning in the center line of Heisley Road at the north-
west corner of land conveyed to James E. Lors and Norma J.
Lors by deed recorded in Volume 443, Page 432, Lake County
Record of Deeds;

    Thence along the north line of land so conveyed to James
E. Lors and Norma J. Lors South 66 degrees 37' East (at 30.00 feet
passing through an iron pipe stake in the east line of said Heisley
Road), a distance of 250.00 feet to an iron pipe stake;

    Thence parallel with the center line of said Heisley Road,
North 22 degrees 47' 30" East, a distance of 110.00 feet to an iron
pipe stake;

    Thence by a line parallel with the north line of land so con-
veyed to James E. Lors and Norma J. Lors as aforesaid North
66 degrees 37' West (at 220.00 feet passing through an iron pipe stake),
a distance of 250.00 feet to a point in the center line of Heisley
Road, said point being located South 22 degrees 47' 30" West, a distance
of 59.90 feet, measured along the center line of said Heisley Road,
from an iron pipe stake found at the intersection of the center
line of said Heisley Road with the center line of Blackbrook Road;

    Thence along the center line of said Heisley Road, South
22 degrees 47' 30" West, a distance of 110.00 feet to the place of be-
ginning and containing 0.631 of an acre of land as surveyed and
described by Fullerton and Kerr, Registered Engineers and Sur-
veyors, December 1957, be the same more or less, but subject to
all legal highways.

    Being the premises conveyed to the Company by deed re-
corded in Volume 451, Page 66 of Lake County Record of Deeds.



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                                                                           (CEI)



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                             INTENTIONALLY BLANK]





    The right to all minerals in Parcel No. 17 below a depth of
1000 feet have been conveyed to Diamond Alkali Company, but
without right to enter to drill, explore, extract or remove the
same, or for any other purpose, all as shown in a deed recorded
in Volume 447, Page 106 of Lake County Record of Deeds.

                                 SENECA PLANT

    All right, title and interest of the Company under a license
issued to the Company and the Pennsylvania Electric Company
by the Federal Power Commission ("Commission") by order
dated December 28, 1965 for a period of 50 years effective as
of December 1, 1965 and modified by orders dated May 27, 1966
and September 26, 1966, for the construction, operation and
maintenance of Project No. 2230 ("Seneca Plant") affecting the
United States Army Corps of Engineers' Allegheny River Dam
and Reservoir and appurtenant lands and using water therefrom
and affecting as well lands of the United States within the
Allegheny National Forest, subject to the terms and conditions
of the Federal Power Act ("Act") and subject to such rules and
regulations as the Commission has issued or prescribed under
the provisions of the Act, said Project No. 2280 being more
fully described in said license as so modified and the exhibits
thereto as including a pumped storage hydroelectric generating
plant and appurtenant facilities and an electric transmission line
and appurtenant facilities. which license as so modified and the



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                                                                           (CEI)





exhibits thereto were filed for record with the Recorder of Deeds
of Warren County, Pennsylvania, on December 8, 1967, and are
recorded in Deed Book 351, Page 1, in the office for recording
of deeds in and for the County of Warren, Commonwealth of
Pennsylvania; and

    All right, title and interest of the Company in said pumped
storage hydroelectric generating plant and appurtenant facili-
ties, said electric transmission line and appurtenant facilities and
all personal property and fixtures appurtenant to or located at
and used in connection with said plant and line, whether or not
described in said license or any exhibits thereto.





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                             INTENTIONALLY BLANK]





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                                                                           (CEI)





                             [TOP PORTION OF PAGE
                             INTENTIONALLY BLANK]




                            AVON ASH DISPOSAL SITE

                                 PARCEL NO. 1

    Situated in the City of Avon, County of Lorain and State of
Ohio, and known as being a part of Original Avon Township Sec-
tions Nos. 3 and 4, and bounded and described as follows:

    Beginning in the center line of the Ridgeville-Lorain Road,
also known as State Route 611 at its point of intersection with the
Easterly line of land conveyed to The Ceico Company by Quit Claim
Deed dated June 27, 1938 and recorded in Volume 293, Page 382
of Lorain County Records, formerly known as the Right of Way
of The Avon Beach and Southern Railroad Co. by deed dated June
19, 1905 and recorded in Volume 97, Page 239 of Lorain County
Deed Records; thence Southeasterly along the center line of the
Ridgeville-Lorain Road, a distance of about 969.54 feet to the South-
Easterly corner of land conveyed to Robert J. Martin and Olive
Martin by deed dated October 15, 1947 and recorded in Volume 428,
Page 394 of Lorain County Deed Records, and the principal place
of beginning of the premises herein described; thence South 53 degrees 26'
East in the center line of the Ridgeville-Lorain Road, a distance of
about 60.00 feet to the most Northerly corner of land conveyed to
Maria Mrvatz by deed dated May 18, 1956 and recorded in Volume
670, Page 15 of Lorain County Deed Records; thence South 37 degrees 34'
West, in the Westerly line of land so conveyed to Maria Mrvatz as
aforesaid, a distance of 165.0 feet to an angle; thence continuing in
the Westerly line of land so conveyed to Maria Mrvatz as aforesaid,
South 0 degrees 10' East, a distance of about 640.2 feet to a stone on the
Southerly line of Original Section No. 4; thence South 89 degrees 28' West,
along the Southerly line of Original Section No. 4, also being a North-
erly line of land so conveyed to Maria Mrvatz as aforesaid, a distance
of about 153.8 feet to a point; thence South 0 degrees 04' West, in a Westerly
line of land so conveyed to Maria Mrvatz as aforesaid, a distance of
369.6 feet to a point; thence continuing Southerly in the Westerly
line of land so conveyed to Maria Mrvatz as aforesaid, a distance of


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<PAGE>   288
                                                                           (CEI)





about 2340.36 feet to a point on the Southerly line of Original Section
No. 3. Said point being on the Northerly line of land so conveyed to
Sylvester DeChant by deed dated April 25, 1959 and recorded in
Volume 745, Page 209 of Lorain County Deed Records; thence
Westerly along the Southerly line of Original Section No. 3, and
along the Northerly line of land so conveyed to Sylvester DeChant as
aforesaid, and along the Northerly line of land conveyed to John
Baran, Jr., by deed dated April 24, 1947 and recorded in Volume 366,
Page 287 of Lorain County Deed Records, a distance of about 633.66
feet to a point on the Easterly line of land conveyed to The Chico
Company as first aforesaid; thence Northerly in the Easterly line of
land so conveyed to The Ceico Company as aforesaid, to a point on
the Northerly line of Original Section No. 3. Said point being 901.6
feet Easterly as measured along the Northerly line of Section No. 3
from the Northwesterly corner thereof; thence North 0 degrees 13' West
along the Easterly line of land so conveyed to The Ceico Company as
aforesaid, a distance of 724.0 feet to a point; thence North 89 degrees 14'
East along a Southerly line of land so conveyed to The Avon Beach
and Southern Railroad Co. as first aforesaid, and along the Southerly
line of land so conveyed to Robert J. Martin and Olive Martin as first
aforesaid, a distance of 724.0 feet to an angle; thence North 35 degrees 34'
East in the Easterly line of land so conveyed to Robert J. Martin and
Olive Martin as first aforesaid, a distance of 88.2 feet to the center
line of the Ridgeville-Lorain Road, and the principal place of begin-
ning, and containing within said bounds about 47.74 Acres of land of
which in Original Section No. 3 there are 35.48 Acres of land, and
in Original Section No. 4 there are 12.26 Acres of land, be the same
more or less, but subject to all legal highways, excepting however,
so much of the above-described premises as was conveyed to the State
of Ohio for Highway purposes by deed dated July 14, 1942, and re-
corded in Volume 322, Page 437 of Lorain County Deed Records.

    Excepting and Reserving from the above-described property
the following described premises which was conveyed to the State of
Ohio by warranty Deed dated December 8, 1966 and recorded in
Volume 937, Page 602 of Lorain County Records and bounded and
described as follows:

    Beginning at a spike at the corner common to Sections 3, 4, 9
and 10, said point being in the center line of Moore Road; running
thence North 1 degree 54' 49" East along the center line of Moore Road and
along the line common to Section 4 and Section 9, 392.4 feet to a point
in the center line of I-90, said point being at Station 997 plus 57.82
in the center line of survey made by the Department of Highways for
I-90; thence SouthWesterly along the center line of I-90, with a curve
to the left having a radius of 2,864.79 feet, an arc distance of 2,112.26



                                     A-227






<PAGE>   289
                                                                           (CEI)


feet to a point at center line of P.C.C. Station 976 plus 45.56; thence
SouthWesterly continuing along the center line of I-90 with a curve
to the left, having a radius of 8,819.72 feet, an arc distance of 200
feet to a point at center line P.C. Station 974 plus 45.56; thence
South 45 degrees 47' 30" West, continuing along the center lane of I-90.
2,598.85 feet to a point in the Easterly line of lands of Herbert J.
Burkhart and Ella M. Burkhart, said point being at center line Sta-
tion 948 plus 46.71, said point also being the true place of beginning;
thence South 1 degrees 36' 27" West along said Easterly property line,
172.17 feet to a point 120 feet SouthEasterly of and at right angles
to center line Station 047 plus 23.24; thence South 43 degrees 38' 02" West,
265.60 feet to a point in the Southerly line of lands of Herbert J.
Burkhart and Ella M. Burkhart, said point being 130 feet South-
Easterly of and at right angles to center line Station 944 plus 57.83;
thence North 88 degrees 39' 30" West along said Southerly property line,
420 feet to a point 169.82 feet NorthWesterly of and at right angles
to center line Station 941 plus 63.71; thence North 62 degrees 50' 43" East,
142.60 feet to a point 128 feet North Westerly of and at right angles to
center line Station 843 plus 00; thence North 46 degrees 10' 25" East, 673.80
feet to a point in the Easterly line of land of Herbert J. Burkhart and
Ella M. Burkhart, said point being 123.51 feet NorthWesterly of and
at right angles to center line Station 949 plus 73.79; thence South
1 degrees 36' 27" West along said Easterly property line 177.21 feet to the
true place of beginning; and containing 3.03 Acres, more or less, but
subject to all legal highways. The property to be conveyed shall contain
44.71 Acres, be the same more or less, but subject to all legal highways.

    Parcel No. 1 being the premises conveyed to the Company by
deed recorded in Volume 940, Page 688 of Lorain County Record of
Deeds.

    Parcel No. 1 is subject to an easement for water drainage chan-
nel purposes as shown in an instrument recorded in Volume 937,
Page 604 of Lorain County Records of Deeds.


                                 PARCEL NO. 2

    Situated in the City of North Ridgeville, County of Lorain and
State of Ohio and known as being part of Original Ridgeville Town-
ship Lot No. 3 and bounded and described as follows:

    Beginning on the Northerly line of said Lot No. 3 and at the in-
tersection of the center lines of Butternut Ridge Road and Cook
Road; thence South 85 degrees 59' East along the Northerly line of said Lot
No. 3, which is also the center line of Cook Road, 471.91 feet to the
principal place of beginning: thence South 85 degrees 59' East along the




                                     A-228






<PAGE>   290
                                                                           (CEI)




Northerly line of said Lot No. 3, 20.0 feet to the Northwesterly corner
of Parcel No. 2 in the Deed to Margaret Banham filed for record
March 19, 1951 and recorded in Volume 511, Page 594 of Lorain
County Deed Records; thence South 4 degrees 08' West along the Westerly
line of said Parcel No. 2, 525.13 feet to the Southwesterly corner
thereof; thence South 85 degrees 59' East along the Southerly line of said
Parcel No. 2 and along the Southerly line of land conveyed to Albert
L. Newman, Jr. by deed dated May 25, 1937 and recorded in Volume
297, Page 142 of Lorain County Deed Records, 370.57 feet to the
Westerly line of land conveyed to Frank Josef Schmitt and Hildegard
Schmitt by deed dated June 16, 1942 and recorded in Volume 320.
Page 423 of Lorain County Deed Records; thence South 4 degrees 08' West
along the Westerly line of land so conveyed to Frank Josef and Hilde-
gard Schmitt 2,840.80 feet to the Northerly line of land conveyed to
The Lake Shore and Michigan Southern Railroad Company by deed
dated August 3, 1909 and recorded in Volume 113, Page 344 of Lo-
rain County Deed Records; thence North 87 degrees 29' West along the
Northerly line of land so conveyed to The Lake Shore and Michigan
Southern Railroad Company, 1,060.10 feet to the Easterly line of
land conveyed to George H. Wilkinson by deed dated May 16, 1896
and recorded in Volume 76, Page 368 of Lorain County Deed Rec-
ords; thence North 4 degrees 12' East along the Easterly line-of land so con-
veyed to George H. Wilkinson 2,590.17 feet to the Southwesterly
corner of land conveyed to John J. Conway by deed dated February
25, 1953 and recorded in Volume 565, Page 361 of Lorain County
Deed Records; thence South 86 degrees 04' East along the Southerly line
of land so conveyed to John J. Conway 246.0 feet to the Southeasterly
corner thereof; thence North 4 degrees 01' East along the Easterly line of
land so conveyed to John J. Conway, 278.38 feet to a point: thence
South 85 degree 59' East 419.80 feet to a point; thence North 4 degrees 08'
East about 520.12 feet to the principal place of beginning and containing
about 68.07 acres of land, be the same more or less, but subject to all
legal highways.

    Together with an easement over adjoining premises for ac-
cess, ingress and egress to and from said parcel.

    EXCEPTING from said premises the following parcel:

    Situated in the Township of Ridgeville County of Lorain and
State of Ohio and known as being part of Original Ridgeville Town-
ship Lot No. 3 and bounded and described as follows:

    Beginning on the Northerly line of said Lot No. 3 and at the
intersection of the center lines of Butternut Ridge Road and Cook
Road; thence South 85 degrees 59' East along the Northerly line of said Lot
No. 3 which is also the center line of Cook Road, 491.91 feet to the





                                     A-229





<PAGE>   291
                                                                           (CEI)





Northwesterly corner of Parcel No. 2 in the Deed to Margaret
Banham filed for record March 19, 1951 and recorded in Volume 511,
Page 594 of Lorain County Deed Records; thence South 4 degrees 08' West
along the Westerly line of said Parcel No. 2. 525.13 feet to the
Southwesterly corner thereof and the principal place of beginning;
thence North 4 degrees 08' East along the Westerly line of said Parcel No. 2,
525.13 feet to the Northwesterly corner of said Parcel No. 2;
thence North 85 degrees 59' West along the Northerly line of said Lot No.
3 which is also the center line of Cook Road 20.00 feet to a point;
thence South 4 degrees 08' West 520.12 feet to a point; thence Easterly
approximately 20.00 feet to the principal place of beginning and con-
taining about 0.24 acres of land, be the same more or less, but sub-
ject to all legal highways.

    Parcel No. 2 being the premises conveyed to the Company by
deed recorded in Volume 965, Page 823 of Lorain County Record of
Deeds.

    Parcel No. 2 is subject to a right to remove slag and fill from a
driveway on said parcel as shown in a deed recorded in Volume
891, Page 45 of Lorain County Record of Deeds and an easement
for ingress, egress and regress purposes as shown in a deed recorded
in Volume 937, Page 251 of Lorain County Record of Deeds.

                           AVON LAKE PLANT ADDITION

                                 PARCEL NO. 3

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Section
No. 6, bounded and described as follows:

    Beginning at a point on the center line of the Cleveland-
Sandusky Road, or the Lake Road, so called, and intersecting with
the easterly line of land conveyed to Wm. G. and Valeria Gartman as
recorded in Volume 310, Page 444 of Lorain County Record of Deeds;
thence North 2 degrees 23' East along the easterly line of land so conveyed
to said Wm. G. and Valeria Gartman a distance of 206.39 feet to
the Southwesterly corner oL. parcel 2B a survey of the Old Titus estate
in part of Original Avon Township Section No. 6 made in June 1947,
by J. H. Getz, Registered Surveyor; thence North 82 degrees 02' East a dis-
tance of 17.17 feet to a point; thence South 7 degrees 58' East a distance of
195.33 feet to the center line of Cleveland-Sandusky Road; thence
South 73 degrees 57' West along the center line of Cleveland-Sandusky Road
a distance of 54.78 feet to the place of beginning, containing within
said bounds about 0.16 acres of land, be the same more or less, but
subject to all legal highways.



                                     A-230





<PAGE>   292
                                                                           (CEI)





                                 PARCEL NO. 4

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, bounded and described as follows:

    Beginning at a point on the center line of the Cleveland-
Sandusky Road, or the Lake Road, so called, distant SouthWesterly
160.0 feet from the Southwesterly corner of land conveyed to the
Cleveland Electric Illuminating Co., by deed dated November 19,
1921, and recorded in Volume 206, Page 14 of Lorain County Record
of Deeds; thence North 1 degree 21' East along the Westerly line of land
formerly owned by W. J. McClenaghan as recorded in Volume 268,
Page 355 of Lorain County Record of Deeds, a distance of 335.16 feet
to the South line of Parcel No. 4A; thence North 88 degrees 39' West a
distance of 40.0 feet to the Southeasterly corner of Parcel 3A, and
the principal point of beginning; thence South 58 degrees 14' West along
the Southerly line of Parcel 3A a distance of 43.0 feet to a point on
the Southeasterly corner of Parcel 2A; thence North 1 degree 21' West a
distance of about 222.0 feet to the South edge of a 6 foot path; thence
northeasterly along the edge of said path a distance of about 47.0 feet
to the westerly line of Parcel No. 4A; thence, South 1 degree 21' West
along the Westerly line of said Parcel 4A a distance of about 204.0
feet to the Southeasterly corner of Parcel 3A and the principal place
of beginning, containing within said bounds about 0.21 acres of land.
be the same more or less, but subject to all legal highways, and
waterways.

    Excepting from the above described premises any part thereof
acquired through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than ac-
cretion.

    Parcels Nos. 3 and 4 being the premises conveyed to the Company
by deed recorded in Volume 929, Page 520 of Lorain County Record
of Deeds.

                                  PARCEL NO. 5

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning on the center line of the Cleveland-Sandusky Road,
also known as Lake Road, so-called, distant SouthWesterly 160.00
feet from the SouthWesterly corner of land conveyed to The Cleve-
land Electric Illuminating Company by Deed dated November 19,
1924 and recorded in Volume 206, Page 14 of Lorain County Records;
thence South 73 degrees 57' West along the center line of said Lake Road;
a distance of 53.40 feet to the Easterly line of a 12 foot driveway;


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<PAGE>   293
                                                                           (CEI)





thence North 7 degrees 58' West along the Easterly line of said driveways,
a distance of 94.6 feet to a point; thence North 7 degrees 50' East, a dis-
tance of 68.00 feet to a point; thence North 25 degrees 50' West along the
Easterly line of said driveways, a distance of 92.6 feet to the
Southerly line of land conveyed to Joseph L. Klier and Jeanette W.
Klier as Parcel No. 2 in Deed dated October 25, 1947 and recorded
in Volume 427, Page 54 of Lorain County Records; thence South 88 degrees
39' East, a distance of 100.75 feet to the Westerly line of land con-
veyed to William J. McClenaghan by Deed dated October 6, 1933 and
recorded in Volume 268, Page 455 of Lorain County Deed Records;
thence South 1 degree 21' West along the Westerly line of land so conveyed
to William J. McClenaghan, a distance of 227.36 feet to the center of
said Lake Road and the place of beginning and containing within
said bounds about 0.36 of an Acre of land, be the same more or less,
but subject to all legal highways.

    Parcel No. 5 being the premises conveyed to the Company by
deed recorded in Volume 934, Page 422 of Lorain County Record of
Deeds.

                                 PARCEL NO. 6

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning on the center line of the Cleveland-Sandusky Road
and known as Lake Road, at its intersection with the Easterly line of
land conveyed to William G. Gartman and Valeria Gartman by deed
dated April 9, 1941 and recorded in Volume 310, Page 444 of Lorain
County Deed Records; thence North 2 degrees 23' East along said Easterly
line of land so conveyed to William and Valeria Gartman a distance
of 477.14 feet to a point on the Southerly line of a reserved strip;
thence North 77 degrees 00' East a distance of 44.6 feet to the Easterly line
of a 6 foot path and the principal place of beginning of land therein
described; thence North 77 degrees 008' East a distance of 20 feet; thence
13 degrees 00' West a distance of 34 feet to the Southerly edge of a 6 foot
path; thence North about 28 degrees 17' East along the edge of said path
about 80 feet to the Westerly line of parcel 3-A; thence South 1 degree 21'
East a distance of about 222 feet to the NorthWesterly line of Parcel
3-B; thence South 58 degrees 14' West along the NorthWesterly line of said
Parcel 3-B, a distance of 49 feet to the Easterly line of a 12 foot
driveway; thence along said Easterly line of driveway and extending
same to intersect with the Easterly line of a 6 foot path North 8 degrees 45'
East a distance of 44 feet; thence North 13 degrees West along the Easterly
line of a 6 foot path a distance of 93 feet to the Original place of
beginning and containing within said bounds about 0.18 acre of land,


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                                                                           (CEI)





according to survey made by J. H. Getz, Registered Surveyor, June,
1947 and being the same premises conveyed to Willis Clay Inman and
Gene Inman by deed dated August 15, 1947 and filed for record
September 25, 1947 at 11:37 A.M., be the same more or less, but
subject to all legal highways, identified on the Lorain County Tax
Map as Permanent Parcel No. 04-100-006-101-030.

    Parcel No. 6 being the premises conveyed to the company by
deed recorded in Volume 924, Page 623 of Lorain County Record of
Deeds.

                                 PARCEL NO. 7

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, and bounded and described as follows:

    Beginning on the center line of the Cleveland-Sandusky Road,
also known as the Lake Road, at its intersection with the Easterly
line of land conveyed to William J. Gartman and Valeria Gartman
by deed dated April 9, 1941, and recorded in Volume 310, Page 444
of Lorain County Records; thence North 2 degrees 23' East along said
Easterly line of land so conveyed to William G. Gartman and Valeria
Gartman 301.94 feet to the Northerly line of Parcel 2-B and the
principal place of beginning of the land therein described; thence
North 2 degrees 23' East 175.2 feet to a point on the Southerly line of
reserved strip; thence North 77 degrees 0' East 38.6 feet to the Westerly
line of a 6 foot path; thence South 13 degrees 0' East along the Westerly line
of said 6 foot path 97 feet to a point on the Northerly line of a 12 foot
driveway thence South 29 degrees 15' West, 24.3 feet; thence South 2 degrees
23' West along the Westerly line of a 12 foot driveway 35 feet to the
Northerly line of said Parcel 2-B, thence South 58 degrees 14' West along
the said Northerly line of Parcel 2-B, 62.8 feet to the principal place
of beginning and containing 0.19 acre of land, according to a survey
made by J. H. Getz, Registered Surveyor, June 1947, be the same
more or less, but subject to all legal highways, identified on the Lorain
County Tax Map as Permanent Parcel No. 04-00-006-101-026.

    Parcel No. 7 being the premises conveyed to the Company by
deed recorded in Volume 924, Page 77 of Lorain County Record of
Deeds.

                                  PARCEL NO. 8

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, and bounded and described as follows:

    Beginning at a point on the Easterly line of land conveyed to
Wm. G. and Valeria Gartman as recorded in Volume 310, Page 444


                        A-233





<PAGE>   295
                                                                           (CEI)





of Lorain County Record of Deeds; and distant Northerly on said
Easterly line 301.94 feet from the center line of the Cleveland-
Sandusky Road, also known as Lake Road, so-called, thence Easterly,
North 58 degrees 14' East, a distance of 62.8 feet to the Westerly line of a
12 foot driveway, thence South 2 degrees 23' West along the Westerly line of
a 12 foot driveway a distance of 20 feet to a point; thence South
25 degrees 50' East a distance of 104.7 feet to a point along the Westerly
line of said 12 foot driveway; thence South 82 degrees 02' West a distance
of 103.17 feet to the Westerly line of Parcel No. 23; thence Northerly
along the Westerly line of Parcel 2B, 2 degrees 23' East a distance of 95.55
feet to the place of beginning, containing within said bounds 0.19
Acres of land, be the same more or less, but subject to all legal high-
ways, identified on the Lorain County Tax Map as Permanent Parcel
No. 04-00-006-101-027.

    Parcel No. 8 being the premises conveyed to the Company by
deed recorded in Volume 927, Page 153 of Lorain County Record of
Deeds.


                                 PARCEL NO. 9

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Lake Township
Section No. 6 and bounded and described as follows:

    Beginning at a point on the center line of the Cleveland-San-
dusky Road, also known as Lake Road, distant Southwesterly 160.0
feet from the Southwesterly corner of land so conveyed to Cleveland
Electric Illuminating Co., by deed dated November 19, 1924 and
recorded in Volume 206, Page 14 of Lorain County Deed Records;
thence North 1 degree 21' East along the Westerly line of land conveyed
to William J. McClenaghan by deed dated October 6, 1933 and
recorded in Volume 268, Page 455 of Lorain County Deed Records, a
distance of 335.66 feet to the Southeasterly corner of Parcel 4-A
and the principal place of beginning of land herein described; thence
88 degrees 39' West a distance of 40.0 feet to the Southeasterly corner of
Parcel 3-A; thence North 1 degrees 21' East along the Easterly line of said
Parcel 3-A a distance of about 204.00 feet to the South edge of a 6
foot path; thence Easterly along the edge of said path about 40.0 feet
to land conveyed to William J. McClenaghan as aforesaid, thence
South 1 degree 21' West along said Westerly line a distance of 202.3 feet
to the Southeasterly corner of said parcel 4-A and the principal place
of beginning, containing within said bounds about 0.19 an acre of
land, according to a survey made by H. Getz, Registered Surveyor,
June, 1947, and being the same premises conveyed to Genevie S.
Pauley by deed dated August 15, 1947, and recorded in Volume 422,
Page 382 of Lorain County Deed Records, be the same more or less,


                                     A-234



<PAGE>   296
                                                                           (CEI)





but subject to all legal highways, identified on the Lorain County Tax
Map as Permanent Parcel No. 04-00-006-101-032.

    Parcel No. 9 being the premises conveyed to the Company by
deed recorded in Volume 924, Page 778 of Lorain County Record of
Deeds.

                                 PARCEL NO. 10

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township
Section No. 6, bounded and described as follows:

    Beginning at a point on the center line of the Cleveland-San-
dusky Road, or the Lake Road, so-called, distant SouthWesterly 160
feet from the Southwesterly corner of land conveyed to the Cleveland
Electric Illuminating Company by deed dated November 19, 1924
and recorded in Volume 206, Page 14 of Lorain County Record of
Deeds; thence Northerly along the Westerly line of land formerly
owned by W. J. McClenaghan by deed dated October 6, 1933 and
recorded in Volume 263, Page 455 of Lorain County Record of Deeds;
thence North 1 degree 21' East, a distance of 227.36 feet to the principal
place of beginning; thence North 88 degrees 39' West, a distance of 100.75
feet to the Easterly line of a 12 foot driveway; thence Northerly
along the Easterly line of said Driveway North 25 degrees 50' West, a dis-
tance of 37 feet to a point; thence North 2 degrees 23' East along said
Easterly line of driveway, a distance of 25.1 feet to a point; thence
North 58 degrees 14' East, a distance of 92 feet to a point; thence South
88 degrees 39' East, a distance of 40 feet to the Westerly line of land for-
merly conveyed to said W. J. McClenaghan; thence South 1 degree 21'
West along said line, a distance of 108.3 feet to the place of begin-
ning, containing within said bounds 0.24 acres of land, be the same
more or less, but subject to all legal highways, identified on the
Lorain County Tax Map as Permanent Parcel No. 04-00-006-101-033.

    Parcel No. 10 being the premises conveyed to the Company by
deed recorded in Volume 923, Page 923 of Lorain County Record of
Deeds.

                                 PARCEL NO. 11

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, bounded and described as follows:

    Beginning at a point on the center line of the Cleveland-San-
dusky Road, or the Lake Road, so called, distant Southwesterly 213.40
feet from the Southwestern corner of land conveyed to the Cleve-
land Electric Illuminating Company, by deed dated November 19,
1924, and recorded in Volume 206, Page 14 of Lorain County Record


                        A-235



<PAGE>   297
                                                                           (CEI)





of Deeds; thence South 73 degrees 57' West along the center line of Lake Road
so called, a distance of 12.12 feet to a point on the westerly line of a 12
foot driveway; thence North 7 degrees 58' West along said Westerly line of
driveway, a distance of 98.0 feet to a point; thence North 7 degrees 50' East a
distance of 66.0 feet to a point; thence North 25 degrees 50' West a distance
of 129.0 feet to a point; thence North 2 degrees 23' East a distance of 55.0
feet to a point; thence North 29 degrees 15' East a distance of 31.4 feet to a
point at the intersection of the easterly line of a 6 foot path and the
northwesterly line of the 12 foot driveway; thence South 8 degrees 45' West
along the Westerly line of Parcel 2A, a distance of 44.0 feet to a point
intersecting the easterly line of a 12 foot driveway and the southwesterly
corner of Parcel 2A; thence South 2 degrees 23' West along the easterly line of
a 12 foot driveway a distance of 25.1 feet to a point; thence South 25 degrees
50' East a distance of 129.6 feet to a point; thence South 7 degrees 50' West a
distance of 68.0 feet to a point on the easterly line of a 12 foot driveway;
thence South 7 degrees 58' East along said Easterly line of driveway a distance
of 94.6 feet to the center line of Lake Road and the place of beginning,
containing within said bounds about 0.10 acres of land, be the same more or
less, but subject to all legal highways, and waterways.

                                 PARCEL NO. 12

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, and bounded and described as follows:

    Beginning at a point on the center line of the Cleveland-San-
dusky Road, or the Lake Road, so called, and intersecting with the
Easterly line of land conveyed to Wm. G. and Valeria Gartman as
recorded in Volume 310, Page 444 of the Lorain County Record of
Deeds; thence North 2 degrees 23' East along said easterly line of Wm. G.
and Valeria Gartman a distance of 477.1 feet to the principal place
of beginning; thence North 2 degrees 23' East along said Gartman's easterly
line a distance of about 88.0 feet to the low water mark of Lake Erie;
thence Northeasterly along the low water mark of the Southerly
shore of Lake Erie to the NorthWesterly corner of land formerly
owned by W. J. McClenaghan by deed dated October 6, 1933 and
recorded in Volume 268, Page 455 of Lorain County Record of
Deeds; thence South 1 degree 21' West along the Westerly line of land so
conveyed to said W. J. McClenaghan a distance of about 12.0 feet to
the southerly line of a 6 foot path; thence southwesterly along the
Southerly line of a 6 foot path to the westerly line of parcel 2A;
thence South 13 degrees 00' East a distance of 34.0 feet to a point; thence
South 77 degrees 00' West a distance of 20.0 feet to the east line of a 6 foot
path; thence South 13 degrees 00' East a distance of 93.0 feet to the North-
westerly line of a 12 foot driveway; thence South 29 degrees 15' West along


                                     A-236




<PAGE>   298
                                                                           (CEI)


said Northwesterly line of a 12 foot driveway, a distance of 7.13
feet to a point; thence North 13 degrees 00' West along the Westerly line
of a 6 foot path a distance of 97.00 feet to a point; thence South
77 degrees 00' West a distance of 33.6 feet to the principal place of begin-
ning, containing within said bounds about 0.16 acres of land, be the
same more or less, but subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    Parcels Nos. 11 and 12 being the premises conveyed to the Com-
pany by deeds recorded in: Volume 925, Page 520; Volume 934, Page
422; Volume 924, Page 623; Volume 924, Page 773; Volume 923,
Page 923; Volume 924, Page 77; and Volume 927, Page 153; all of
Lorain County Record of Deeds.

    Parcels Nos. 9, 10, 11 and 12 are subject to an easement for
pipeline purposes as shown in an instrument recorded in Volume 646,
Page 580 of Lorain County Record of Deeds.

     Parcels Nos. 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 are subject to an
easement for sewer purposes as shown in an instrument recorded in
Volume 881, Page 233 of Lorain County Record of Deeds.

                                 PARCEL NO. 13

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township
Section No. 6, and bounded and described as follows:

    Beginning at a point in the center line of the Lake Road 160
feet SouthWesterly from the SouthWesterly corner of land conveyed
to The Cleveland Electric Illuminating Company by deed dated
November 19, 1924, and recorded in Volume 206, Page 14 of Lorain
County Deed Records; said point being the SouthWesterly corner of
land conveyed W. J. McClenaghan by deed dated October 6, 1933,
and recorded in Volume 268, Page 455 of Lorain County Deed
Records; thence Northerly along the Westerly line of said land so
conveyed to W. J. McClenaghan as aforesaid, 434.94 feet to a point
and the principal place of beginning of premises herein described;
thence continuing Northerly along the Westerly line of said land so
conveyed to W. J. McClenaghan, as aforesaid, 65.21 feet; thence
Easterly on a line running parallel with the center line of Lake Road
80 feet to the Westerly line of land conveyed to Rose Wiegand and
Lillian Baxter by deed dated July 31, 1935 and recorded in Volume
274, Page 455 of Lorain County Deed records; thence Southerly along
the Westerly line of said land so conveyed to Rose Wiegand and
Lillian Baxter, as aforesaid, 88.69 feet; thence Westerly on a line
forming a right angle with the Westerly line of said land so con-


                      A-237





<PAGE>   299
                                                                           (CEI)





veyed to W. J. McClenaghan as aforesaid, 76.48 feet to the principal
place of beginning, be the same more or less. but subject to all legal
highways.


                                 Parcel No. 14

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, and bounded and described as follows:

    Beginning in the center line of Lake Road at the SouthWest
corner of land conveyed to The Cleveland Electric Illuminating Com-
pany by deed dated November 19, 1924, and recorded in Volume 206,
Page 14 of Lorain County Deed Records; thence South 73 degrees 57" West
along the center line of Lake Road 80 feet; thence North 1 degree 3" West,
along the Easterly line of land conveyed to Herman H. Michael is and
Frieda B. Michaelis in Parcels Nos. 1 and 2 of deed dated March 27,
1939 and recorded in Volume 297, Page 636 of Lorain County Deed
Records, about 361.46 feet; thence Easterly, at right angles and along
the Southerly line of land conveyed to Lillian J. Baxter and in Parcel
No. 2 of deed dated April 16, 1937, and recorded in Volume 285, Page
557 of Lorain County Deed records, to the Westerly line of land con-
veyed to The Cleveland Electric Illuminating Company, as aforesaid,
thence South 1 degree 3" East, along the Westerly line of the land so con-
veyed to The Cleveland Electric Illuminating Company, as aforesaid,
about 337.98 feet to the place of beginning, be the same more or less,
but subject to all legal highways.

    Parcels Nos. 13 and 14 being the premises conveyed to the Com-
pany by deed recorded in Volume 862, Page 208 of Lorain County
Record of Deeds.

                                 Parcel No. 15

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township
Section No. 6, and bounded and described as follows:

    Beginning at a point in the Westerly line of premises conveyed
to The Cleveland Electric Illuminating Company by deed dated
November 19, 1924, and recorded in Volume 206, Page 14 of Lorain
County Deed Records, 337.98 feet Northerly from the SouthWesterly
corner of the premises so conveyed to The Cleveland Electric Illumi-
nating Company; thence Westerly along the Southerly line of Parcel
No. 2 of deed to Lillian J. Baxter dated April 16, 1937, and recorded
in Volume 285, Page 557, to the SouthWesterly corner thereof; thence
Northerly along the Westerly line of Parcels Nos. 2, 4 and 3 to the
low water mark of Lake Erie; thence Easterly along the low water
mark of Lake Erie, to the Westerly line of the land conveyed to The



                                     A-238




<PAGE>   300
                                                                           (CEI)


Cleveland Electric Illuminating Company, as aforesaid: thence
Southerly along the Westerly line of the land so conveyed to The
Cleveland Electric Illuminating Company to the place of beginning,
be the same more or less, but subject to all legal highway and water-
ways.

    Excepting from the above described premises any part thereof
resulting through chance in the shore line of Lake Erie occasioned by
other than natural causes or by natural causes other than accretion.

    Parcel No. 15 being the premises conveyed to the Company by
deed recorded in Volume 365, Page 51 of Lorain County Record of
Deeds.

                                 PARCEL NO. 16

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township
Section No. 6, and being more particularly bounded and described as
follows:

    Commencing at an iron pin at the intersection of the Northerly
line of Walker Road and the Easterly line of property now owned by
The Cleveland Electric Illuminating Company; thence due South 43
feet to the center line of Walker Road, said center line also being the
Section line between Sections No. 6 and 5; thence North 89 degrees 31' 30"
West a distance of 51.64 feet to the place of beginning; thence on a
curve to the left having a radius of 1432.69 feet, an are distance of
276.46 feet, with a chord bearing North 5 degrees 31' East a distance of
275.48 feet to a point; thence due North 2863.27 feet to a point in
the Southerly right of way line of the old Lake Shore Electric Rail-
way; thence South 70 degrees 34' West along said Southerly right of way
line of the old Lake Shore Electric Railway a distance of 21.2 feet to
a point; thence due South 2836.875 feet to a point; thence on a curve
to the right having a radius of 1432.69 feet, an arc distance of 296
feet, with a chord bearing South 5 degrees 54' 15" West, a distance of 294.73
feet to a point in the center line of Walker Road; thence South 89 degrees 31'
30" East along said center line of Walker Road a distance of 23.84 feet
to the place of beginning and containing 1.325 acres of land, be the
same more or less, but subject to all legal highways.

    Parcel No. 16 being the premises conveyed to the Company by
deed recorded in Volume 952, Page 396 of Lorain County Record of
Deeds.

                                 PARCEL NO. 17

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, bounded and described as follows:


                                     A-239
                            The next page is A-239A




<PAGE>   301
                                                                           (CEI)


    Commencing on the South Section line of said Section No. 6 at
its intersection with the West line of Lands recently deeded to The
New York Chicago and St. Louis Railroad Company by deed recorded
in Volume 217, Page 274 of Lorain County Deed Records: thence
running West on said Section line to the center of a lane; thence
North 41 rods 18 links to a stone set in the road; thence East in
Schuldhauser's North line to the Westerly line of said lands deeded
to The New York Chicago and St. Louis Railroad Company; thence
Southerly along the Westerly line of said lands of The New York
Chicago and St. Louis Railroad Company to the place of beginning
and containing within said bounds 4.223 Acres of land, be the same
more or less, but subject to all legal highways.

    Parcel No. 17 being the premises conveyed to the Company by
deed recorded in Volume 938, Page 449 of Lorain County Record of
Deeds.

    Parcel No. 17 is subject to an easement for road right of way
purposes as shown in deeds recorded in Volume 30, Page 181 and in
Volume 31, Page 378 of Lorain County Record of Deeds.

                                 PARCEL NO. 18

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Lot No. 6, Avon Town-
ship and bounded and described as follows:

    Beginning at the intersection of the Southerly line of Lake
Road also known as Lake Shore Road at the Northeasterly corner
of land conveyed to The Cleveland Electric Illuminating Company by
deed dated June 21, 1956 and recorded in Volume 670, Page 168 of
Lorain County Record of Deeds; thence Southerly along the Easterly
line of land so conveyed to The Cleveland Electric Illuminating
Company, a distance of 301.79 feet to a Northerly line of land in
Parcel No. 2, conveyed to The Village of Avon Lake, by deed dated
August 27, 1946 and recorded in Volume 394, Page 433 of Lorain
County Deed Records; thence North 70 degrees 34' 00" East along the
Northerly line of land in Parcel No. 2 so conveyed to The Village of
Avon Lake, a distance of about 21.18 feet to the South Westerly corner
of land conveyed to The Cleveland Electric Illuminating Company
by deed dated August 10, 1946 and recorded in Volume 399, Page
591 of Lorain County Deed Records; thence Northerly along the
Westerly line of land so conveyed to The Cleveland Electric Illu-
minating Company and along the Westerly line of land conveyed to
The Cleveland Electric Illuminating Company by deed dated Sep-
tember 13, 1946 and recorded in Volume 399, Page 593 of Lorain
County Deed Records, and continuing Northerly along the Westerly
line of land conveyed to The Cleveland Electric Illuminating Company




                                    A-239A




<PAGE>   302
                                                                           (CEI)


by deed dated May 27, 1947 and recorded in Volume 415, Page 65 of
Lorain County Deed Records and continuing Northerly along the
Westerly line of land in Parcel No. 1, conveyed to The Cleveland
Electric Illuminating Company by deed dated October 14, 1946 and
recorded in Volume 399, Page 599 of Lorain County Deed Records
to the Southerly line of Lake Road, also known as Lake Shore Road,
thence South 71 degrees 27' West about 21.18 feet to the place of beginning,
be the same more or less, but subject to all legal highways.

    Parcel No. 18 being the premises conveyed to the Company by
deed recorded in Volume 951, Page 376 of Lorain County Record of
Deeds.

                                 PARCEL NO. 19

    Situated in the Village, (now City) of Avon Lake, County of
Lorain and State of Ohio, and known as being part of Original Avon
Township Section No. 6, and bounded and described as follows:

    Beginning at a point in the center line of the Lake Shore Road
160 feet SouthWesterly from the SouthWesterly corner of land in said
Section conveyed to The Cleveland Electric Illuminating Company
by deed dated November 19, 1924 and recorded in Volume 206, Page
14 of Lorain County Deed Records; said point being also the South-
Westerly corner of land in said Section conveyed to W. J. McClen-
aghan by deed dated the 6th day of October, 1933 and recorded in Vol-
ume 268, Page 455 of Lorain County Deed Records; thence Northerly
in the Westerly line of land so conveyed to W. J. McClenaghan,
384.94 feet to a point, which point is the place of beginning for this
description; thence continuing Northerly in the Westerly line of land
so conveyed to W. J. McClenaghan 50 feet; thence Easterly at right
angles 76.48 feet to the Westerly line of land sold to Rose Wiegand
and Lillian Baxter; thence Southerly at right angles and along the
Westerly line of land so sold to Rose Wiegand and Lillian Baxter, 50
feet; thence Westerly parallel to the Northerly line of this parcel
as above described, 76.48 feet to the place of beginning and contain-
ing 0.0877 of an acre of land, be the same more or less, but subject
to all legal highways.

    Parcel No. 19 being the premises conveyed to the Company by
deed recorded in Volume 859, Page 340 of Lorain County Record of
Deeds.

                                 PARCEL NO. 20

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being a part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:



                      A-240




<PAGE>   303
                                                                           (CEI)

    Beginning in the center line of Lake Road at the NorthWest
corner of land conveyed to Aloys Pitts by deed dated August 19,
1911, and recorded in Volume 121. Page 358 of Lorain County Deed
Records; thence Northeasterly along the center line of Lake Road
about 123.4 feet to the NorthWest corner of land conveyed to
Henry F. Brodie by deed dated October 4, 1915, and recorded in
Volume 137, Page 331 of Lorain County Deed Records; thence
Southerly along the Westerly line of said land so conveyed to Henry
F. Brodie as aforesaid about 339.43 feet to the Northerly line of
the Lake Shore Electric Railway Company's right of way; thence
Westerly along the Northerly line of said right of way about 124.64
feet to the Westerly line of said land so conveyed to Aloys Pitts as
aforesaid; thence Northerly along the Westerly line of said land so
conveyed to Aloys Pitts as aforesaid about 341.75 feet to the place
of beginning and containing about .917 of an acre of land, be the
same more or less, but subject to all legal highways.

    Parcel No. 20 being the premises conveyed to the Company by
deed recorded in Volume 898, Page 88 of Lorain County Record of
Deeds.

                                 PARCEL NO. 21

    Situated in the Village (now City) of Avon Lake, County of
Lorain and State of Ohio and known as being part of Original Avon
Township Section No. 6 and bounded and described as follows:

    Beginning at a point in the center line of the Lake Shore Road
160 feet SouthWesterly from the SouthWesterly corner of land in
said Section conveyed to The Cleveland Electric Illuminating Compa-
ny by deed dated November 19, 1924 and recorded in Volume 206,
Page 14 of Lorain County Deed Records; said point being also the
SouthWesterly corner of land in said Section conveyed to William J.
McClenaghan by deed dated October 6, 1933 and recorded in Volume
268, Page 455 of Lorain County Deed Records; thence Northerly,
along the Westerly line of the land so conveyed to William J. Mc-
Clenaghan, 384.94 feet; thence Easterly, at right angles and along
the Southerly line of land conveyed to Simeon Schuller by deed dated
December 3, 1935 and recorded in Volume 276, Page 437 of Lorain
County Deed Records, 76.84 feet to the Westerly line of land con-
veyed to Rose Wiegand and Lillian Baxter by deed dated July 31,
1935 and recorded in Volume 274, Page 455 of Lorain County Deed
Records; thence Southerly, at right angles and along the Westerly
line of the lands so conveyed to Rose Wiegand and Lillian Baxter,
361.46 feet to the center line of the Lake Road; thence SouthWesterly,
along the center line of the Lake Road 80 feet to the place of begin-
ning, be the same more or less, but subject to all legal highways.


                                     A-241



<PAGE>   304
                                                                           (CEI)


                                 Parcel No. 22

    Situated in the Village (now City) of Avon Lake, County of
Lorain and State of Ohio and known as being a part of Original
Avon Township Section No. 6 and bounded and described as follows:

    Beginning at a point in the Westerly line of land conveyed to
William J. McClenaghan by deed dated October 6, 1933 and recorded
in Volume 268, Page 455, a distance of 500.15 feet from the South-
Westerly corner thereof; thence Northerly, along the Westerly line
of the land so conveyed to William J. McClenaghan, to the low
water mark of Lake Erie; thence NorthEasterly, along the low water
mark of Lake Erie, to the Westerly line of land conveyed to Rose
Wiegand and Lillian Baxter by deed dated July 31, 1935, and record-
ed in Volume 274, Page 455; thence Southerly, along the Westerly
line of the land so conveyed to Rose Wiegand and Lillian Baxter to
the Northerly line of the land conveyed to Lillian J. Baxter by deed
dated November 19, 1935 and recorded in Volume 276, Page 329 of
Lorain County Deed Records; thence SouthWesterly, parallel with
the center-line of the Lake Road and along the Northerly line of the
land so conveyed to Lillian J. Baxter 80 feet to the place of begin-
ning, containing about 0.24 acres of land, be the same more or less,
but subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than ac-
cretion.

    Parcels Nos. 21 and 22 being the premises conveyed to the
Company by deed recorded in Volume 859, Page 235 of Lorain
County Record of Deeds.

                                 Parcel No. 23

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning on the center line of Lake Shore Road, so called,
at its point of intersection with a Northerly extension of the center
line of a lane which runs Southerly along the Easterly line of land
herein described and the Westerly line of first parcel of land con-
veyed to William M. Cunningham by Deed dated November 17, 1922,
and recorded in Volume 188, Page 46, Lorain County Records;
thence running Southwesterly along said center line of Lake Shore
Road to the Northeasterly corner of land conveyed to William Niles
by deed dated March 24, 1884, and recorded in Volume 55, Page 69
Lorain County Records; thence Southerly along the Easterly line of


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<PAGE>   305
                                                                           (CEI)


land so conveyed to William Niles to the Northerly line of land
conveyed to Frank Cobsky by deed dated March 12, 1894, and re-
corded in Volume 71, Page 290, Lorain County Records, thence
Easterly along said Northerly line to the center line of the land
aforesaid, and the Westerly line of second parcel of land conveyed
to William M. Cunningham by deed dated November 17, 1922, and
recorded in Volume 188, Page 46, Lorain County Records, as afore-
said; thence Northerly along the center line of said lane to the place
of beginning; excepting from the above described parcel, however,
about 28/100 of an acre of land conveyed for a right-of-way to The
Lorain and Cleveland Railway Company by deed dated January 4,
1893, and recorded in Volume 79, Page 13, Lorain County Records;
the parcel herein described containing about six (6) acres, be the
same more or less, but subject to all legal highways.

    Parcel No. 23 being the premises conveyed to the Company by
deed recorded in Volume 925, Page 637 of Lorain County Record of
Deeds.

    Parcel No. 23 is subject to an easement for road right of way
purposes as shown in a deed recorded in Volume 205, Page 583 of
Lorain County Record of Deeds.
           
                                 Parcel No. 24

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, bounded and described as follows:

    Beginning at a point on the center line of the Cleveland-San-
dusky Road, or the Lake Road, so called, 54.78 feet from its inter-
section with the Easterly line of land conveyed to William G. Gart-
man and Valeria Gartman by deed dated April 9, 1941 and recorded,
in Volume 310, Page 444 of Lorain County Records; thence North
7 degrees 58' West, a distance of 195.33 feet; thence North 82 degrees 02'
East, a distance of 86.0 feet to the Westerly line of a 12 foot driveway,
thence South 25 degrees 50' East along the Westerly line of said 12 foot
driveway, a distance of 24.30 feet to a point; thence South 7 degrees 50'
West along the Westerly line of said 12 foot driveway 66.0 feet to
a point; thence South 7 degrees 58' East along the Westerly line of said 12
foot driveway a distance of 98.00 feet to the center line of said
Cleveland Sandusky Road, thence South 73 degrees 57' West along the
center line of said road 76.00 feet to the place of beginning and
containing within said bounds about 0.35 acres of land, be the
same more or less, but subject to all legal highways, identified on the
Lorain County Tax Map as Permanent Parcel No. 04-00-006-101-029.



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<PAGE>   306
                                                                           (CEI)


    Parcel No. 24 being the premises conveyed to the Company by
deed recorded in Volume 924, Page 73 of Lorain County Record of
Deeds.

    Parcel No. 24 is subject to an easement for sewer purposes as
shown in an instrument recorded in Volume 881, Page 233 of Lorain
County Record of Deeds.

                                 Parcel No. 25

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Sec-
tion 6, and bounded and described as follows:

    Beginning in the center line of Lake Road, so called, at the
SouthEasterly corner of land conveyed to B. M. Duncan by deed
dated January 29, 1918, and recorded in Volume 146, Page 303 of
Lorain County Deed Records, thence running SouthWesterly along
said center line 100 feet; thence Northerly on a line parallel to the
Easterly line of land conveyed to B. M. Duncan as aforesaid to the
Southerly shore of Lake Erie; thence NorthEasterly along said
Southerly shore to the NorthEasterly corner of land conveyed to
B. M. Duncan as aforesaid; thence Southerly along the Easterly line
of land so conveyed to B. M. Duncan to the place of beginning be the
same more or less, but subject to all legal highways and waterways,
identified on the Lorain County Tax Map as Permanent Parcel No.
04-00-006-101-024.

    Excepting from the above described any part thereof acquired
through change in the shore line of Lake Erie occasioned by other
than natural causes or by natural causes other than accretion.

    Parcel No. 25 being the premises conveyed to the Company by
deed recorded in Volume 924, Page 191 of Lorain County Record of
Deeds.

    Parcel No. 25 is subject to an easement for pipeline purposes
as shown in an instrument recorded in Volume 670, Page 303 of
Lorain County Record of Deeds.

                          AVON LAKE 345 KV SUBSTATION
                                              
                                 Parcel No. 26

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning on the Southerly line of land conveyed to The Lake
Shore Electric Railway Company by Deed dated June 3, 1919 and
recorded in Volume 157, Page 368 of Lorain County Deed Records,


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<PAGE>   307
                                                                           (CEI)

at a point distant South 73 degrees 21' 20" West, 175.0 feet, measured
along said Southerly  line, from its intersection with the Easterly
line of land conveyed to George F. Smith by Deed dated June, 1908
and recorded in Volume 109, Page 367 of Lorain County Deed Rec-
ords; thence South 73 degrees 21' 20" West along the Southerly line of land
conveyed to said Railway Company, 43.0  feet to an angle; thence
South 74 degrees 32' 20" West, along the Southerly line of land conveyed
to said Railway Company, 26.82 feet; thence South 2 degrees 56' West,
85.50 feet to a Northerly line of land conveyed to The Village of
Avon Lake by Deed dated June 27, 1931, and recorded in Volume
258, Page 589 of Lorain County Deed Records, 50 feet wide; thence
North 73 degrees 21' 20" East along said Northerly line of land so con-
veyed to The Village of Avon Lake, 70.0 feet; thence North 2 degrees 56'
East, 84.91 feet to the place of beginning and being further known
as Sublots Nos. 27 and 28 in The Krogh Barr Syndicate's Avon
Beach Allotment, proposed, be the same more or less, but subject to
all legal highways.

    Parcel No. 26 being the premises conveyed to the Company by
deed recorded in Volume 955, Page 637 of Lorain County Record of
Deeds.
             
                                 Parcel No. 27

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning on the Northerly line of Caldwell Avenue, so called, at
the SouthEasterly corner of lands conveyed to Patsy Gerrone and
Elora V. Gerrone by deed dated July 2, 1946 and recorded in Volume
395, Page 90 of Lorain County Deed Records; thence Easterly along
the Northerly line of Caldwell Avenue 70 feet to the SouthWesterly
corner of land conveyed to John J. Haller by deed dated August 16,
1944 and recorded in Volume 372, Page 289 of Lorain County Deed
Records; thence Northerly along the Westerly line of lands so con-
veyed to John J. Haller about 85.50 feet to the Southerly line of
lands conveyed to the Village of Avon Lake by deed dated March
28, 1946 and recorded in Volume 394, Page 433 of Lorain County
Deed Records; thence Westerly along the Southerly line of lands
so conveyed to the Village of Avon Lake, 69.52 feet to the North-
Easterly corner of lands conveyed to Patsy Gerrone and Elora V.
Gerrone as aforesaid; thence South 2 degrees 56' West along the Easterly
line of lands so conveyed to Patsy Gerrone and Elora V. Gerrone
87.02 feet to the place of beginning and being further known as
SubLots Nos. 29 and 30 in the Krogh-Barr Syndicate's proposed



                                     A-245




<PAGE>   308
                                                                           (CEI)


Avon Beach Allotment, according to a survey by The F. A. Pease
Engineering Company, October, 1920, be the same more or less, but
subject to all legal highways.

     Parcel No. 27 being the premises conveyed to the Company by
deed recorded in Volume 953, Page 401 of Lorain County Record of
Deeds.

                                 Parcel No. 28

     Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

     Beginning at the intersection of the Northerly line of Cal dwell
Avenue (50 feet wide) with the Easterly line of Avondale Avenue
(60 feet wide) as described in the deed to The City of Avon Lake
dated June 27, 1931 and recorded in Volume 258, Page 589 of Lo-
rain County Record of Deeds; thence North 73 degrees 21' 20" East along
the Northerly line of said Caldwell Avenue, 142.48 feet to the prin-
cipal place of beginning of premises herein described; thence North
73 degrees 21' 20" East, along said Northerly line of Caldwell Avenue, 105
feet; thence North 02 degrees 56' East, 87.02 feet to the Southerly line of
land conveyed to The Lake Shore Electric Railway Company by
deed dated June 3, 1919 and recorded in Volume 157, Page 368 of
Lorain County Deed Records; thence South 74 degrees 32' 20" West along
the Southerly line of land so conveyed to The Lake Shore Electric
Railway Company, 103.28 feet; thence South 02 degrees 56' West, 89.30
feet to the principal place of beginning and being further known as
Sublot Nos. 31, 32 and 33 in the Avon Beach Allotment, proposed,
be the same more or less, but subject to all legal highways.

     Parcel No. 28 being the premises conveyed to the Company by
deed recorded in Volume 953, Page 403 of Lorain County Record
of Deeds.

                                 Parcel No. 29

     Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Section No. 6
and bounded and described as follows:

    Beginning at the intersection of the Easterly line of Avondale
Avenue, 60 feet wide and the Northerly line of Caldwell Avenue, 50
feet wide; thence North 73 degrees 21' 20" East along the Northerly line of
Caldwell Avenue a distance of 142.48 feet to a point; thence North 2a
56' East a distance of 89.30 feet to a point; thence South 74 degrees 32' 20"
West a distance of 41.38 feet to a point; thence Northerly a distance



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<PAGE>   309
                                                                           (CEI)



of 5 feet to the Southerly line of The Lake Shore Electric Railway
Company right of way; thence South 73 degrees 21' 20" West a distance of
93.98 feet to a point in the Easterly line of Avondale Avenue; thence
South 2 degrees 56' West along the Easterly line of Avondale Avenue a dis-
tance of 96.53 feet to the place of beginning and further known as
Sublot Nos. 34, 35, 37 and 36, in Krogh Barr Syndicate Avon Beach
Allotment proposed, be the same more or less, but subject to all legal
highways.

     Parcel No. 29 being the premises conveyed to the Company by
deed recorded in Volume 948, Page 699 of Lorain County Record of
Deeds.

     Parcels Nos. 26, 27, 28 and 29 are subject to a building set
back restriction as shown in a deed recorded in Volume 178, Page
207 of Lorain County Record of Deeds.

                                 Parcel No. 30

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6, and further described as follows:

    Beginning at a stake set in the Westerly line of a proposed 40'
highway known as Woodruff Avenue, which stake bears North 87 degrees
04' 00" West, 130 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 02 degrees 56' 00" East, along said Easterly line
3182.25 feet from a stone monument marking the Southeasterly
corner of said 86.27 acre parcel; thence from said place of beginning
North 87 degrees 04' 00" West, 110.28 feet to a stake; thence North 02 degrees
56' 00" East, 136.06 feet to a stake set in the Southerly line of a 50'
highway known as Caldwell Avenue (proposed); thence North 73 degrees
21' 20" East, along the said Southerly line of Caldwell Avenue 117.05
feet to a stake set in the westerly line of said Woodruff Avenue;
thence South 02 degrees 56' 00" West, along said Westerly line of Woodruff
Avenue 175.28 feet to the place of beginning and being further known
as Sublots 235, 55, 56 and 57 of The Krogh Barr Syndicate's Avon
Beach Allotment proposed, containing 0.552 of an acre, be the same
more or less, but subject to all legal highways.

    Parcel No. 30 being the same premises conveyed to the Company
by deed recorded in Volume 958, Page 814 of Lorain County Record
of Deeds.

    Parcel No. 30 is subject to a building set back restriction as
shown in a deed recorded in Volume 201, Page 498 of Lorain County
Record of Deeds.



                                     A-247




<PAGE>   310
                                                                           (CEI)



                                 Parcel No. 31

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a point in the Easterly line of a proposed 40'
highway known as Greenwood Avenue, which point bears North 84 degrees
04' 00" West 310 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 02 degrees 56' East 3182.25 feet from the South-
east corner of lands so conveyed; thence from said pace of beginning.
North 02 degrees 56' East along said Easterly line of Greenwood Avenue
111.26 feet to its intersection with the Southerly line of a proposed
50' highway known as Caldwell Avenue; thence North 73 degrees 21' 20"
East along said Southerly line 37'; thence South 02 degrees 56' West 123.66
feet; thence North 87 degrees 04' West 34.86 feet to the place of beginning.
The above described parcel of land is known as being Sublot No. 53
of The Krogh-Barr Syndicate's Avon Beach Allotment Proposed. con-
taining .183 of an acre, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 32

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Section
No. 6, and is further described as follows:

    Beginning at a stake which bears North 87 degrees 04 West, 240.28 feet from
a point in the Easterly line of an 86.27 acre parcel of land now or formerly
owned by Maria V. Smith, which point bears North 2 degrees 56' East along said
Easterly line 3182.25 feet from a stone monu- ment marking the Southeast corner
of said 86.27 acre parcel; thence from said place of beginning, North 87
degrees 04' West 34.86 feet; thence North 2 degrees 56' East 123.66 feet to a
point in the Southerly line of a proposed 50 foot highway known as Caldwell
Avenue; thence North 73 degrees 21' 20" East along said Southerly line 37 feet;
thence South 2 degrees 56' West 136.06 feet to the place of beginning. The
above described parcel of land is known as being Sublot 54 of The Krogh Barr
Syn- dicate's Avon Beach Allotment proposed. containing .125 of an acre of
land, be the same more or less, but subject to all legal highways.

    Parcels Nos. 31 and 32 being the premises conveyed to the
Company by deed recorded in Volume 952, Page 554 of Lorain County
Record of Deeds.

    Parcels Nos. 31 and 32 are subject to a building set back restric-
tion as shown in deeds recorded in Volume 212, Page 188 and Volume
223, Page 109 of Lorain County Record of Deeds.


                                     A-248





<PAGE>   311
                                                                           (CEI)


                                 Parcel No. 33

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a point in the Westerly line of a proposed 40'
highway known as Greenwood Avenue which point bears North 84 degrees
04' 00" West, 350 feet from a stake set in the Easterly line of all
86.27 acre parcel of land (now or formerly owned by Maria V.
Smith), which stake bears North 02 degrees 56' 0" East 3147.25 feet from
the SouthEast corner of lands so conveyed; thence from said place of
beginning North 02 degrees 56' East along said Westerly line of Greenwood
Avenue 132.04 feet to its intersection with the Southerly line of a
proposed 50' highway known as Caldwell Avenue; thence South 73 degrees
21' 20" West along said Southerly line 43.05 feet; thence South 02 degrees
56' West 117.62 feet; thence South 87 degrees 04' East 40.56 feet to the
place of beginning. The above described parcel of land is known
as being Sublot No. 52 in The Krogh-Barr Syndicate's Avon Beach
Allotment proposed, containing .207 acres more or less, but subject
to all legal highways.

    Parcel No. 33 being the premises conveyed to the Company by
deed recorded in Volume 945, Page 386 of Lorain County Record of
Deeds.

    Parcel No. 33 is subject to a building set back restriction as
shown in a deed recorded in Volume 233, Page 108 of Lorain County
Record of Deeds.

                                 Parcel No. 34

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and being part of Original Avon Township Section No. 6, and
bounded and described as follows:

    Beginning at a stake which bears North 87 degrees 04' 00" West,
425.42 feet from a point in the Easterly line of an 86.27 acre parcel
of land now or formerly owned by Maria V. Smith which point bears
North 2 degrees 56' 00" East along said Easterly line, 3147.25 feet from a
stone monument marking the Southeast corner of said 86.27 acre
parcel; thence from said place of beginning, North 87 degrees 04' 00"
West, 34.86 feet; thence North 2 degrees 56' 00" East, 92.82 feet to a
point in the Southerly line of a proposed 50 foot highway known as
Caldwell Avenue; thence North 73 degrees 21' 20" East along said Southerly
line, 37 feet; thence South 2 degrees 56' 00" West, 105.22 feet to the place
of beginning being further known as Sublot No. 50 of the Krogh-Barr
Syndicate's Avon Beach Allotment, proposed, and containing 0.101 of
an acre of land, be the same more or less, but subject to all legal high-
ways.


                                     A-249





<PAGE>   312
                                                                           (CEI)

                                 Parcel No. 35

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a paint of Original Avon Township Sec-
tion No. 6 and is further described as follows:

    Beginning at a stake set in the Westerly line of a proposed
40' highway known as Greenwood Avenue, which stake bears North
87 degrees 04' 00" West, 350 feet from a stake set in the Easterly line of
an 86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 02 degrees 56' 00" East, 3112.25 feet from a stone
monument marking the Southeast corner of said 86.27 acre parcel;
thence from said place of beginning North 87 degrees 04' 00" West 110.28
feet to a stake; thence North 02 degrees 56' 00" East 35 feet to a stake;
thence South 87 degrees 04' 00" East 110.28 feet to a stake set in said
Westerly line of Greenwood Avenue; thence South 02 degrees 56' 00" West
along said Westerly line 35 feet to the place of beginning, being
further known as Sublot No. 406 of the Krogh-Barr Syndicate's Avon
Beach Allotment proposed, containing 0.105 acre of land, be the
same more or less, but subject to all legal highways.

    Parcels Nos. 34 and 35 being the premises conveyed to the
Company by deed recorded in Volume 048, Page 278 of Lorain County
Record of Deeds.

    Parcels Nos. 34 and 35 are subject to a building set back restric-
tion as shown in deeds recorded in Volume 227, Page 586 and in
Volume 186 Page 323 of Lorain County Record of Deeds.

                                 Parcel No. 36

    Situated in the Village of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40-
foot highway, known as Elberton Avenue, which stake bears North
87 degrees 04' 0" West 782.68 feet from a stake set in the Easterly line of
an 86.27 acre parcel of land now or formerly owned by Maria V.
Smith, which stake bears North 02 degrees 56' 0" East, along said Easterly
line, 2937.25 feet from a stone monument marking the SouthEast
corner of said 86.27 acre parcel; thence from said place of beginning
North 3 degrees 0' 00" East along the Easterly line of said proposed highway
35 feet to a stake; thence South 87 degrees 04' 0" East 96.32 feet to a stake;
thence South 02 degrees 56' 0" West 35 feet to a stake; thence North 87 degrees
04' 0" West 96.34 feet to the place of beginning, being known as
SubLot No. 576 of The Krogh-Barr Syndicate's Avon Beach Allot-
ment, proposed, be the same more or less, but subject to all legal
highways.


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<PAGE>   313
                                                                           (CEI)

                                 Parcel No. 37

    Situated in the Village of Avon Lake, County of Lorain and
State of Ohio, and known as being a part of Originate Avon Town-
ship Section No. 6, and bounded and described as follows

    Beginning at a stake set in the Westerly line of an 86.27 acre
parcel of land now or formerly owned by Maria V. Smith. at its
intersection with the Southerly line of The Lake Shore Electric
Railway's Right of Way, 40 feet wide, thence front said place of
beginning South 2 degrees 0" West, along said Westerly line 95.55 feet to
a stake set in the Northerly line of a proposed 50-foot highway known
as Caldwell Avenue; thence North 73 degrees 21' 20" East, along said North-
erly line of Caldwell Avenue 51.58 feet to a stake; thence North 2 degrees
56' East 95.52 feet to a stake set in the Southerly line oL. the Lake
Shore Electric Company's Right of Way; thence South 73 degrees 21' 20"
West, along said Southerly line 51.51 feet to the place of beginning,
and being known as SubLot No. 43 in The Krogh-Barr Syndicate's
Avon Beach Allotment, Proposed, be the same more or less, but sub-
ject to all legal highways.

    Parcels Nos. 36 and 37 being the premises conveyed to the
Company by deed recorded in Volume 961, Page 436 of Lorain County
Record of Deeds.

    Parcels Nos. 36 and 37 are subject to a building set back restric-
tion as shown in deeds recorded in Volume 186, Page 354 and in
Volume 185, Page 447 of Lorain County Record of Deeds.

                                 Parcel No. 38

    Situated in the City of Avon Lake, County of Lorain, and State
of Ohio and known as being part of Original Avon Township Section
No. 6, bounded and described as follows:

    Commencing at a point in the center line of Lake Road where
the Northerly prolongation of the Westerly side of Avondale Avenue
would intersect said center line of Lake Road; thence South 2 degrees 56'
West along the Westerly side of Avondale Avenue, a distance of
665.56 feet to the principal pace of beginning of the land herein
described, thence North 87 degrees 04' West, a distance of 192.56 feet to a
point; thence North 3 degrees 00' East, a distance of 83.32 feet to a point on
the Southerly line of Caldwell Avenue (proposed); thence North 73 degrees
21' 20" East along the Southerly line of Caldwell Avenue (proposed),
a distance of 204.30 feet to a point on the Westerly line of Avondale
Avenue; thence South 2 degrees 56' West along the Westerly side of Avon-
dale Avenue; a distance of 151.60 feet to the principal place of
beginning of the lands herein described, and being further known
and identified as being SubLot Nos. 44, 45, 46, 47 and 573 in the


                                     A-251




<PAGE>   314
                                                                           (CEI)

Avon Beach Allotment, proposed, be the same more or less, but
subject to all legal highways.

    Parcel No. 38 being the premises conveyed to the Company by
deed recorded in Volume 951, Page 550 of Lorain County Record of
Deeds.

    Parcel No. 38 is subject to a building set back restriction as
shown in deeds recorded in Volume 214, Page 447 and Volume 214,
Page 448 of Lorain County Record of Deeds.

                                 Parcel No. 39

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a stake set in the Westerly line of a proposed 60'
highway known as Avondale Avenue which stake bears North 87 degrees 04'
00" West, 590 feet from a stake set in the Easterly line of a 86.27
acre parcel of land now or formerly owned by Maria V. Smith, which
stake bears North 2 degrees 56' 00" East, 3007.25 feet from a stone monu-
ment marking the SouthEast corner of said 86.27 acre parcel; thence
from said place of beginning North 87 degrees 04' 00" West, 96.24 feet to a
stake; thence North 02 degrees 56' 00" East, 35 feet to a stake; thence
South 87 degrees 04' 00" East, 96.24 feet to a stake set in said Westerly
line of Avondale Avenue; thence South 02 degrees 56' 00" West, along said
Westerly line 35 feet to the place of beginning, and also known as
being Sublot No. 572 of Krogh Barr Syndicate's Avon Beach Allot-
ment proposed, containing 0.101 of an acre, be the same more or less,
but subject to all legal highways.

    Parcel No. 39 being the premises conveyed to the Company by
deed recorded in Volume 950, Page 431 of Lorain County Record of
Deeds.

    Parcel No. 39 is subject to a building set back restriction as
shown in a deed recorded in Volume 190, Page 515 of Lorain County
Record of Deeds.

                                 Parcel No. 40

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at the SouthEasterly corner of land conveyed to
George F. Smith by Deed dated June, 1908 and recorded in Volume
109, Page 367 of Lorain County Deed Records; thence North 02 degrees 56'



                                     A-252




<PAGE>   315
                                                                           (CEI)


East along the Easterly line of land so conveyed to George F. Smith,
2937.25 feet; thence North 87 degrees 04' West, 590.0 feet to a point on the
Westerly line of Avondale Avenue, said point being the principal place of
beginning; thence North 02 degrees 56' East along said Westerly line of
Avondale Avenue 70.0 feet thence North 87 degrees 04" West, 90.0 feet; thence
South 02 degrees 56' West, 35.0 feet; thence North 87 degrees 04' West, 6.24
feet; thence South 02 degrees 56' West, 35.0 feet; thence South 87 degrees 04'
East, 96.24 feet to the principal place of beginning and further known as all
of Sublot No. 570 and the Easterly 90.0 feet of Sublot No. 571 in The Krogh
Barr Syndicate's Avon Beach Allotment proposed, be the same more or less, but
subject to all legal highways.

    Parcel No. 40 being the premises conveyed to the Company by
deed recorded in Volume 946, Page 333 of Lorain County Record of
Deeds.

    Parcel No. 40 is subject to a building set back restriction as
shown in a deed recorded in Volume 173, Page 466 of Lorain County
Record of Deeds.

                                 Parcel No. 41

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Westerly line of a proposed 60
foot highway known as Avondale Avenue, which stake bears North
87 degrees 04' 0" West, 590 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' 0" East, 2867.25 feet from a stone
monument marking the SouthEast corner of said 86.27 acre parcel;
thence from said place of beginning North 87 degrees 04' 0" West 96.24 feet
to a stake; thence North 2 degrees 56' 0" East, 70 feet to a stake; thence
South 87 degrees 04' 0" East, 96.24 feet to a stake set in said Westerly line
of Avondale Avenue; thence South 2 degrees 56' 0,' West along said Westerly
line 70 feet to the place of beginning and being further known as
SubLots Nos. 568 and 569 of The Krogh-Barr Syndicate's Avon Beach
Allotment, proposed, as per survey of The F. A. Pease Engineering
Company, be the same more or less, but subject to all legal highways.

    Parcel No. 41 being the premises conveyed to the Company by
deed recorded in Volume 947, Page 36 of Lorain County Record of
Deeds.

    Parcel No. 41 is subject to a building set back restriction as
shown in a deed recorded in Volume 190, Page 517 of Lorain County
Record of Deeds.



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                                                                           (CEI)


                                 Parcel No. 42

    Situated in the City of Avon Lake, County of Lorain and state
of Ohio and known as being part of Original Avon Township
Section 6 and bounded and described as follows:

    Beginning at a stake set in the Westerly line of a proposed 60
foot highway known as Avondale Avenue, which stake bears North
87 degrees 04' West, 590 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' cast 2972.25 feet from a stone monu-
ment marking the SouthEast corner of said 86.27 acre parcel; thence
from said place of beginning, North 87 degrees 04' West a distance of 90
feet to a stake and the principal place of beginning; thence North
2 degrees 56' East a distance of 35 feet to a stake; thence North 87 degrees
04'
West a distance of 6.24 feet to a stake; thence South 2 degrees 56' West a
distance of 35 feet to a stake; thence South 87 degrees 04' East a distance of
6.24 feet to the principal place of beginning, and further known as
the Westerly 6.24 feet of SubLot 571 of the Krogh-Barr Syndicates
Avon Beach proposed Allotment, be the same more or less, but
subject to all legal highways.

    Parcel No. 42 being the premises appropriated by the Company
in Lorain County Common Pleas Court Case No. 72066, Journal 173,
Page 574, Lorain County Record of Appropriations.

    Parcel No. 42 is subject to a building set back restriction as
shown in a deed recorded in Volume 173, Page 467 of Lorain County
Record of Deeds.

                                 Parcel No. 43

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township
Section No. 6 and bounded and described as follows:

    Beginning at a stake set in the Southerly line of a proposed highway known
as Elberton Avenue, which stake bears North 87 degrees 04' West 782.88 feet
from a stake set in the Easterly line of an 86.27 acre parcel of land now or
formerly owned by Maria V. Smith which stake bears North 2 degrees 56' East
along the said East line 2972.25 feet from a stone monument marking
Southeasterly corner of said 86.27 acre parcel; thence from said place of
beginning North 3 degrees 0' East along the Easterly line of said proposed
highway 70 feet to a stake; thence South 87 degrees 04' East, 96.32 feet to a
stake; thence South 2 degrees 56' West a distance of 70 feet to a stake; thence
North 87 degrees 04' West a distance of 96.40 feet to the place of beginning,
the above parcel of land is known as being Sublots 574 and 575 of the Avon
Beach



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                                                                           (CEI)



Allotment, Krogh Barr Syndicate Proposed, be the same more or
less, but subject to all legal highways.

                                 Parcel No. 44

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed highway
known as Elberton Avenue which stake bears North 87 degrees 04' West 782.88
feet from a stake set in the Easterly line of an 86.27 acre parcel of land now
or formerly owned by Maria V. Smith which stake bears North 2 degrees 56' East
along said East line 2762.25 feet from a stone monument marking the SouthEast
corner of said 86.27 acre parcel; thence from said place of beginning North 3
degrees 0" East along the Easterly line of said proposed highway 70 feet to a
stake; thence South 87 degrees 04' East 96.56 feet to a stake; thence South 2
degrees 56' West 70 feet to a stake; thence North 87 degrees 04' West 96.64
feet to the place of beginning. The above parcel of land is known as being
Sublots 580 and 581 of the Krogh Barr Syndicate's Avon Allotment proposed. The
above described sublot contains 0.187 acres, be the same more or less, but
subject to all legal highways.

    Parcels Nos. 43 and 44 being the premises conveyed to the Com-
pany by deed recorded in Volume 953, Page 211 of Lorain County
Record of Deeds.

    Parcels Nos. 43 and 44 are subject to a building restriction as
shown in a deed recorded in Volume 189, Page 475 of Lorain County
Record of Deeds.

                                 Parcel No. 45

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and hounded and described as follows:

    Beginning at a stone monument at the Northwesterly corner of
land conveyed to George T. Lowrie by deed dated August 1, 1905,
and recorded in Volume 98, Page 364 of Lorain County Deed Records,
said stone monument being in the Easterly line of land conveyed to
Marion Carroll by deed dated September 29, 1913 and recorded in
Volume 128, Page 59 of Lorain County Deed Records; thence North
88 degrees 57' East along the Northerly line of land so conveyed to George
T. Lowrie, 142.07 feet to the center line of Parkside Avenue, pro-
posed, 40.0 feet wide, thence due North along said center line of
Parkside Avenue, proposed, 703.40 feet to the principal place of
beginning; thence due East 142.05 feet to a point; thence due North



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                                                                           (CEI)





119.58 feet to the Southerly line of land formerly owned by Lake
Shore Electric Railway; thence Southwesterly along the Southerly
boundary of land formerly owned by the Lake Shore Electric Rail-
way to its intersection with the center line of Parkside Avenue,
proposed, thence due South along the center line of Parkside Avenue,
proposed, to the place of beginning, and being further known as
Sublots Nos. 14 and 15 in the Avon Park Subdivision Proposed, be
the same more or less, but subject to all legal highways.

                                 Parcel No. 46

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stone monument at the Northwesterly corner of
land conveyed to George T. Lowrie by deed dated August 1, 1905
and recorded in Volume 98, Page 364 of Lorain County Deed Records,
said stone monument being in the Easterly line of land conveyed to
Marion Carroll by deed dated September 29, 1913 and recorded in
Volume 128, Page 59 of Lorain County Deed Records; thence North
88 degrees 57' East along the Northerly line of land so conveyed to George
T. Lowrie, 142.07 feet to the center line of Parkside Avenue, pro-
posed, 40.0 feet wide; thence due North along said center line of
Parkside Avenue, proposed, 668.76 feet to the principal place of
beginning; thence due North along said center line of Parkside
Avenue, proposed, 35.0 feet; thence due East, 142.05 feet; thence
due South 35.0 feet; thence due West 142.05 feet to the principal
place of beginning and being further known as Sublot No. 16 in the
Avon Park Subdivision, Proposed, be the same more or less, but
subject to all legal highways.

                                 Parcel No. 47

    Situated in the Village of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stone monument at the Northwesterly corner of
land conveyed to George T. Lowrie by deed dated August 1, 1905
and recorded in Volume 98, Page 364 of Lorain County Deed Records,
said stone monument being in the Easterly line of land conveyed
to Marion Carroll by deed dated September 29, 1913 and recorded
in Volume 128, Page 59 of Lorain County Deed Records; thence
North 88 degrees 57' East along the Northerly line of land so conveyed to
George T. Lowrie, 142.07 feet to the center line of Parkside Avenue,
proposed, 40.0 feet wide; thence due North along said center line of
Parkside Avenue, proposed, 633.76 feet to the principal place of



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                                                                           (CEI)





beginning; thence due North along said center line of Parkside
Avenue, proposed, 35.0 feet; thence due East, 142.05 feet; thence
due South 35.0 feet; thence due West, 142.05 feet to the principal
place of beginning and being further known as Sublot No. 17 in the
Avon Park Subdivision, proposed, be the same more or less, but
subject to all legal highways.

                                 Parcel No. 48

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Section 6, Avon Township, for-
merly a part of Original Avon Township and further described as
follows:

    Beginning at a stone monument in the Northwesterly corner of
a parcel of land conveyed to George T. Lowrie by deed dated August
1, 1905 and recorded in Volume 98, Page 364 of Lorain County Rec-
ords of Deeds, said stone monument being in the Easterly line of a
parcel of land deeded to Marion Carroll by deed dated September 29,
1913 and recorded in Volume 128, Page 59 of Lorain County Records
of Deeds; thence North 88 degrees 57' 00" East, 142.07 feet along the North
line of said parcel of land conveyed to said George T. Lowrie as above
mentioned, to the center line of Parkside Avenue, Proposed, 40 feet
wide; thence North 598.76 feet along the center line of Parkside
Avenue, proposed, to the principal place of beginning; thence East
142.05 feet; thence North 35.0 feet; thence West 142.05 feet to the
center line of Parkside Avenue, Proposed; thence South 35.0 feet
along the center line of Parkside Avenue, Proposed, to the principal
place of beginning, containing 0.1141 Acres of land, and further
known as being Sublot No. 18 in The Avon Park Subdivision Pro-
posed, according to a survey made by W. E. Holland Engineering
Company, Cleveland, Ohio, August 1921, be the same more or less,
but subject to all legal highways.

                                 Parcel No. 49

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning at a stone monument in the Northwesterly corner of
a parcel of land conveyed to George T. Lowrie by deed dated August
1, 1905 and recorded in Volume 98, Page 364 of Lorain County Deed
Records, said stone monument being in the Easterly line of a parcel
of land deeded to Marion Carroll by deed dated September 29, 1963
and recorded in Volume 128, Page 59 of Lorain County Deed Records;
thence North 88 degrees 57' 00" East 142.07 feet along the North line of
said parcel of land conveyed to said George T. Lowrie as above men-
tioned, to the center line of Parkside Avenue, proposed, 40 feet wide;



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                                                                           (CEI)





thence North 598.76 feet along the center line of Parkside Avenue
proposed, to the principal place of beginning; thence East 142.07
feet; thence South 35 feet; thence West 142.07 feet to the center line
of Parkside Avenue proposed; thence North along the center line of
Parkside Avenue proposed. 35 feet to the place of beginning, and
further known as Sublot No. 19 in the Avon Park Subdivision pro-
posed, be the same more or less, but subject to all legal highways.

    Parcels Nos. 45, 48, 47, 48 and 49 being the premises conveyed
to the Company by deed recorded in Volume 946, Page 174 of Lorain
County Record of Deeds.

    Parcels Nos. 45, 46, 47, 48 and 49 are subject to building and use
restrictions as shown in a deed recorded in Volume 202, Page 141 of
Lorain County Record of Deeds and subject to the rights of the public
if any, for ingress and egress on Parkside Avenue, proposed, to and
from said parcels.

                                 Parcel No. 50

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning at a stone monument in the NorthWesterly corner of
a parcel of land conveyed to George T. Lowrie by Deed dated August
1, 1905 and recorded in Volume 98, Page 364 of Lorain County Deed
Records, said stone monument beginning in the Easterly line of a
parcel of land Deeded to Marion Carroll by Deed dated September 29,
1913 and recorded in Volume 128, Page 59 of Lorain County Deed
Records; thence North 88 degrees 57' 00" East, 142.07 feet along the North
line of said Parcel of land conveyed to said George T. Lowrie, as
above mentioned, to the center line of Parkside Avenue, proposed, 40
foot wide; thence North 563.76 feet along the center line of Parkside
Avenue, proposed, to the principal place of beginning; thence East
142.07 feet; thence South 70 feet; thence West 142.07 feet to the cen-
ter line of Parkside Avenue, Proposed; thence North along the center
line of Parkside Avenue Proposed, 70 feet to the place of beginning
and further known as SubLot Nos. 20 and 21 in the Avon Park Sub-
division Proposed, be the same more or less, but subject to all legal
highways.

   Parcel No. 50 being the premises conveyed to the Company by
deed recorded in Volume 947, Page 95 of Lorain County Record of
Deeds.

    Parcel No. 50 is subject to building and use restrictions as shown
in deeds recorded in Volume 229, Pages 606 and 608 of Lorain County
Record of Deeds.


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                                                                           (CEI)



                                 Parcel No. 51

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning at a stone monument in the NorthWesterly corner of
a parcel of land conveyed to George T. Lowrie by deed dated August
1, 1005, and recorded in Volume 98, Page 364 of Lorain County Deed
Records, said stone monument being in the Easterly line of a parcel
of land deeded to Marion Carroll by Deed dated September 29, 1913,
and recorded in Volume 128, Page 59 of Lorain County Deed Records;
thence North 88 degrees 57' 00" East, 142.07 feet along the North line of
said Parcel of land conveyed to said George T. Lowrie as above men-
tioned, to the center line of Parkside Avenue, proposed, 40 feet wide;
thence North 403.76 feet along the center line of Parkside Avenue,
proposed, to the principal place of beginning; thence East 142.07 feet;
thence South 70 feet; thence West 142.07 feet to the center line of
Parkside Avenue, Proposed; thence North along the center line of
Parkside Avenue, Proposed, 70 feet to the place of beginning and
further known as SubLot Nos. 22 and 23 in the Avon Park Subdivi-
sion Proposed, be the same more or less, but subject to all legal high-
ways.

    Parcel No. 51 being the premises conveyed to the Company in a
deed recorded in Volume 944, Page 878 of Lorain County Record of
Deeds.

    Parcel No. 51 is subject to a building set back restriction as
shown in a deed recorded in Volume 196, Page 57 of Lorain County
Record of Deeds.

                                 Parcel No. 52

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township, Sec-
tion No. 6 and bounded and described as follows:

    Beginning at a stone monument in the NorthWesterly corner of a
parcel of land conveyed to George T. Lowrie by deed dated August 1,
1905 and recorded in Volume 98, Page 364 of Lorain County Deed
Records, said stone monument being in the Easterly line of a parcel
of land Deed by J. E. Carroll to Marion Carroll by deed dated Septem-
ber 29, 1963 and recorded in Volume 128, Page 59 of Lorain County
Deed Records; thence North 88 degrees 57' 00" East, 142.07 feet along the
North line of said parcel of land conveyed to said George T. Lowrie
as above mentioned, to the center line of Parkside Avenue, proposed,
40 feet wide; thence North 528.76 feet along the center line of Park-
side Avenue, proposed, to the principal place of beginning; West
141.96 feet; thence South 244.53 feet; thence East 142.05 feet to the



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                                                                           (CEI)





center line of Parkside Avenue, proposed; thence North along the
center line of Parkside Avenue, proposed, 245 feet to the place of
beginning and further known as SubLot Nos. 47, 48, 49, and 50 in the
Avon Park Subdivision proposed, be the same more or less, but sub-
ject to all legal highways.

                                 Parcel No. 53

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Section No. 6, Avon Lake Town-
ship, formerly a part of Avon Township and further described as
follows:

    Beginning at a stone monument in the NorthWesterly corner of
a parcel of land conveyed to George T. Lowrie by deed dated August
1, 1905 and recorded in Volume 98, Page 364 of Lorain County
Records of Deeds; said stone monument being in the Easterly line of
a parcel of land deeded to Marion Carroll by deed dated September
29, 1913 and recorded in Volume 128, Page 59 of Lorain County
Records of Deeds; thence North 88 degrees 57' 00" East, 142.07 feet along
the North line of said parcel of land conveyed to George T. Lowrie as
above mentioned to the center line of Parkside Avenue proposed 40
feet wide; thence North 528.76 feet along the center line of Parkside
Avenue proposed 40 feet wide; thence North 528.76 feet along the
center line of Parkside Avenue proposed to the principal place of
beginning; thence West 141.95 feet; thence Northerly on a curved
line deflecting to the right 36.22 feet. Said curved line having a radius
398.00 feet and a chord which bears North 14 degrees 52' 00" East 36.22
feet; thence East 132.97 feet to the center line of Parkside Avenue
proposed; thence South along the center line of Parkside Avenue
proposed 35.00 feet to the principal place of beginning and further
known as being SubLot No. 51 in the Avon Park Subdivision proposed
according to a survey made by W. E. Holland Engineering Company,
August, 1921, be the same more or less, but subject to all legal high-
ways.

                                 Parcel No. 54

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Section No. 6, Avon Lake Town-
ship, formerly a part of Avon Township and further described as
follows:

    Beginning at a stone monument in the NorthWesterly corner of
a parcel of land conveyed to George T. Lowrie by deed dated August
1, 1905 and recorded in Volume 98, Page 364 of Lorain County Rec-
ords of Deeds; said stone monument being in the Easterly line of a
parcel of land deeded to Marion Carroll by deed dated September 29,
1913 and recorded in Volume 128, Page 59 of Lorain County Records


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                                                                           (CEI)





of Deeds; thence North 88 degrees 57' 00" East 142.07 feet along the North
line of said parcel of land conveyed to George T. Lowrie as above
mentioned to the center line of Parkside Avenue proposed 40 feet
wide; thence North 563.76 feet along the center line of Parkside
Avenue proposed to the principal place of beginning thence West
132.97 feet; thence Northerly on a curved line deflecting to the right
37.48 feet. Said curved line having a radius of 398.00 feet and a
chord which bears North 20 degrees 56' 30" East 37.47 feet; thence East
120.46 feet to the center line of Parkside Avenue proposed; thence
South 35.00 feet along the center line of Parkside Avenue proposed
to the principal place of beginning and further known as being Sub-
Lot No. 52 in the Avon Park Subdivision proposed, according to a
survey made by W. E. Holland Engineering Company, August, 1921,
be the same more or less, but subject to all legal highways.

                       Parcel No. 55

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Section No. 6, Avon Lake Town-
ship, formerly a part of Avon Township and further described as
follows:

    Beginning at a stone monument in the NorthWesterly corner of
a parcel of land conveyed to George T. Lowrie by deed dated August
1, 1905 and recorded in Volume 98, Page 364 of Lorain County Rec-
ords of Deeds; said stone monument being in the Easterly line of a
parcel of land deeded by J. E. Carroll to Marion Carroll by deed dated
September 29, 1913 and recorded in Volume 128, Page 59 of Lorain
County Records of Deeds; thence North 88 degrees 57' 00" East 142.07 feet
along the North line of said parcel of land conveyed to George T.
Lowrie as above mentioned to the center line of Parkside Avenue,
proposed, 40 feet wide thence North 598.78 feet along the center
line of Parkside Avenue, proposed to the principal place of begin-
ning; thence West 120.46 feet; thence Northerly on a curved line de-
flecting to the right 38.67 feet. Said curved line having a radius of
398.00 feet and a chord which bears North 25 degrees 08' 00" East 38.66
feet, thence East 104.04 feet to the center line of Parkside Avenue
proposed; thence South 35.00 feet along the center line of Parkside
Avenue, proposed to the principal place of beginning, and further
known as being Sublot No. 53 in the Avon Park Subdivision pro-
posed, according to a survey made by W. E. Holland Engineering
Company, August, 1921, be the same more or less, but subject to all
legal highways.

                       Parcel No. 56

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Section No. 6, Avon Lake Town-
ship formerly a part of Avon Township and further described as
follows:

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<PAGE>   324
                                                                           (CEI)





    Beginning at a stone monument in the NorthWesterly corner of
a parcel of land conveyed to George T. Lowrie by deed dated August
1, 1905 and recorded in Volume 98, Page 364 of Lorain County Rec-
ords of Deeds; said stone monument being in the Easterly line of a
parcel of land deeded to Marion Carroll by deed dated September 29,
1913 and recorded in Volume 128, Page 59 of Lorain County Records
of Deeds; thence North 88 degrees 57' 00" East, 142.07 feet along the
Northerly line of said parcel of land conveyed to George T. Lowrie
as above mentioned to the center line of Parkside Avenue proposed
40 feet wide; thence North 633.76 feet along the center line of Park-
side Avenue proposed to the principal place of beginning; thence
West 104.04 feet; thence on a curved line deflecting to the right
137.69 feet. Said curved line having a radius of 398.00 feet and a
chord which bears North 37 degrees 49' 50" East 137.02 feet; thence con-
tinuing on said curved line 26.27 feet. Said curved line having a
radius of 398.00 feet and a chord which bears North 49 degrees 37' 10" East
26.26 feet to the center line of Parkside Avenue proposed; thence
South along the center line of Parkside Avenue proposed 125.23 feet
to the principal place of beginning, and further known as being
Sublot No. 54 in the Avon Park Subdivision according to a survey
made by W. E. Holland Engineering Company, August, 1921, be the
same more or less, but subject to all legal highways.

    Parcels Nos. 52, 53, 54, 55 and 56 being the premises conveyed
to the Company by deed recorded in Volume 946, Page 169 of Lorain
County Record of Deeds.

    Parcels Nos. 52, 53, 54, 55 and 56 are subject to building and
use restrictions as shown in a deed recorded in Volume 202, Page
141 of Lorain County Record of Deeds and are subject to the rights
of the public, if any, for ingress and egress on Parkside Avenue,
proposed, to and from said Parcels.

                                 Parcel No. 57

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40
feet highway known as Elberton Avenue, which stake bears North
87 degrees 04' West 783.04 feet from a stake set in the Easterly line of an
86.27 Acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' East along said Easterly line 2587.50
feet from a stone monument marking the SouthEast corner of said
86.27 acre parcel; thence from said place of beginning North 3 degrees 0"
East along the Easterly line of said proposed highway 35 feet to a
stake; thence South 87 degrees 04' East, 96.80 feet to a stake; thence South


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                                                                           (CEI)





2 degrees 56' West 35 feet to a stake; thence North 87 degrees 04' West 96.84
feet to the place of beginning; The above described parcel of land is known as
being SubLot No. 586 of the Krogh-Barr Syndicate's Avon Beach Allotment
proposed, containing .101 acres, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 58

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, and is further described as follows:

    Beginning at a stake set in the Westerly line of a proposed 60
foot highway known as Avondale Avenue, which stake bears North
87 degrees 04' 0" West, 590 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which bears North 02 degrees 56' 0" East, 2587.25 feet from a stone monu-
ment marking the Southeast corner of said 86.27 acre parcel; thence
from said place of beginning North 87 degrees 04' 0" West, 96.24 feet to a
stake; thence North 02 degrees 56' 0" East, 70 feet to a stake; thence South
87 degrees 04' 0" East, 96.24 feet to a stake set in said Westerly line of
Avondale Avenue; thence South 02 degrees 56' 0" West, along said Westerly
line, 70 feet to the place of beginning. The above described parcel of
land is known as being Sublots Nos. 560 and 561 of the Krogh Barr
Syndicates Avon Beach Allotment proposed, containing .202 acres,
be the same more or less, but subject to all legal highways.

    Parcels Nos. 57 and 58 being the premises conveyed to the Com-
pany by deed recorded in Volume 947, Page 524 of Lorain County
Record of Deeds.

    Parcels Nos. 57 and 58 are subject to a building set back restric-
tion as shown in a deed recorded in Volume 180, Page 285 of Lorain
County Record of Deeds.

                       Parcel No. 59

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at the Southeasterly corner of land conveyed to George
F. Smith by deed dated June, 1908 and recorded in Volume 109, Page
367 of Lorain County Deed Records; thence North 02 degrees 56' East along
the Easterly line of land so conveyed to George F. Smith, 2657.25
feet; thence North 87 degrees 04' West 570.0 feet to a point on the Westerly
line of Avondale Avenue, said point being the principal place of be-
ginning; thence North 02 degrees 56' East along said Westerly line of Avon-
dale Avenue 70 feet; thence North 87 degrees 04' West 96.24 feet; thence


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                                                                           (CEI)





South 2 degrees 56' West 70.0 feet; thence South 87 degrees 4' East 96.24 feet
to the place of beginning and being further known as Sublots Nos. 562 and 563
in the Krogh Barr Syndicate Avon Beach Allotment, be the same more or less, but
subject to all legal highways.

                       Parcel No. 60

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40 foot highway
known as Elberton Avenue, which stake bears North 87 degrees 04' West, 783 feet
from a stake set in the Easterly line of and 86.27 acre parcel of land now or
formerly owned by Maria V. Smith, which stake bears North 2 degrees 56' East
along said Easterly line 2657.25 feet from a stone monument marking the
Southeast corner of said 86.27 acre parcel; thence From said place of beginning
North 3 degrees 0' East, along the Easterly line of said proposed highway, 70
feet to a stake; thence South 87 degrees 04' East 98.68 feet to a stake; thence
South 2 degrees 56' West, 70 feet to a stake; thence North 87 degrees 04' West
96.76 feet to the place of beginning, and further known as Sublots Nos. 583 and
584 of the Krogh Barr Syndicate's Avon Beach Allotment, pro- posed, as per
survey of the F. A. Pease Engineering Company, be the same more or less, but
subject to all legal highways.

    Parcels Nos. 59 and 60 being the premises conveyed to the Com-
pany by deed recorded in Volume 947, Page 34 of Lorain County
Record of Deeds.

    Parcels Nos. 59 and 60 are subject to a building set back restric-
tion as shown in deeds recorded in Volume 266, Pages 294 and 295
of Lorain County Record of Deeds.

                       Parcel No. 61

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township, Section
No. 6 and bounded and described as follows:

    Beginning at the Southeasterly corner of land conveyed to George
F. Smith by Deed dated June, 1908 and recorded in Volume 109, Page
367 of Lorain County Deed Records; thence North 02 degrees 56' East along
the Easterly line of land so conveyed to George F. Smith, 2727.25
feet; thence North 87 degrees 04' West, 590 feet to a point on the Westerly
line of Avondale Avenue, said point being the principal place of be-
ginning; thence North 02 degrees 56' East along said Westerly line of Avon-
dale Avenue, 35 feet; thence North 87 degrees 04' West 96.24 feet; thence



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South 02 degrees 56' West, 35 feet; thence South 87 degrees 04' East 96.24 feet
to the principal place of beginning and being further known as Sublot No. 564
in The Krogh Barr Syndicate's Avon Beach Allotment pro- posed, be the same more
or less, but subject to all legal highways.

                                 Parcel No. 62

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township, Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Westerly line of a proposed 60
foot highway known as Avondale Avenue which stake bears North
87 degrees 04' 0" West 590 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 02 degrees 56' 0" East 2762.25 feet from a stone
monument marking the Southeast corner of said 86.27 acre parcel;
thence from said place of beginning North 87 degrees 04' 0" West 90 feet to
a stake; thence North 02 degrees 56' 0" East 35 feet to a stake; thence
South 87 degrees 04' 0" East 90 feet to a stake set in the said Westerly line;
thence South 02 degrees 56' 0" West along said Westerly line 35 feet to the
place of beginning. The above described parcel of land is known as
being Sublot No. 565 of The Krough Barr Syndicate's Avon Beach
Allotment proposed, be the same more or less, but subject to all legal
highways.

    Parcels Nos. 61 and 62 being the premises conveyed to the Com-
pany by deed recorded in Volume 949, Page 735 of Lorain County
Record of Deeds.

    Parcels Nos. 61 and 62 are subject to a building set back restric-
tion as shown in deeds recorded in Volume 197, Page 320 and Volume
205, Page 251 of Lorain County Record of Deeds.

                                 Parcel No. 63

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at the SouthEasterly corner of land conveyed to
George F. Smith by deed dated June, 1908 and recorded in Volume
109, Page 367 of Lorain County Deed Records; thence North 02 degrees 56'
East along the Easterly line of land so conveyed to George F. Smith,
2797.25 feet; thence North  87 degrees 04' West, 590.0 feet to a point on the
Westerly line of Avondale Avenue, said point being the principal place
of beginning; thence North 02 degrees 56' East along said Westerly line of
Avondale Avenue, 70.00 feet; thence North 87 degrees 04' West 96.24 feet;



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                                                                           (CEI)





thence South 02 degrees 56' West 70 feet; thence 87 degrees 04' East 96.24 feet
to the principal place of beginning and being further known as Sublots Nos. 566
and 567 in the Krogh Barr Syndicate's Avon Beach Allotment, proposed, be the
same more or less, but subject to all legal highways.

    Parcel No. 63 being the premises conveyed to the Company by
deed recorded in Volume 945, Page 450 of Lorain County Record of
Deeds.

                                 Parcel No. 64

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and is further described as follows:

    Beginning at a stake set in the Westerly line of a proposed 40
foot highway known as Greenwood Avenue, which stake bears North
87 degrees 04' West 350 feet from a stake set in the Easterly line of an
86.27 acre parcel of land (now or formerly owned by Maria V.
Smith) which stake bears North 2 degrees 56' East, 3042.25 feet from a
stone monument marking the Southeast corner of said 86.27 acre
parcel; thence from said place of beginning North 87 degrees 04' West 90
feet to a stake; thence North 2 degrees 56' East, 35 feet to a stake; thence
South 87 degrees 04' East, 90 feet to a stake set in the said Westerly line
of Greenwood Avenue; thence South 2 degrees 56' West, along said Westerly
line, 35 feet to the place of beginning. The above described parcel
of land is known as being Sublot No. 404 of the Krogh-Barr
Syndicate's Avon Beach Allotment proposed, containing .088 acre,
be the same more or less, but subject to all legal highways.


                                 Parcel No. 65

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed 60 foot highway
known as Avondale Avenue, which stake bears North 87 degrees 04' West, 530 feet
from a stake set in the Easterly line of an 86.27 acre parcel of land now or
formerly owned by Maria V. Smith, which stake bears North 2 degrees 56' East,
along said Easterly line, 3042.25 feet from a stone monument marking the
SouthEast corner of said 86.27 acre parcel; thence from said place of beginning
North 2 degrees 56' East along said Easterly line of Avondale Avenue, 35 feet
to a stake; thence South 87 degrees 04' East, 90 feet to a stake; thence South
2 degrees 56' West, 35 feet to a stake; thence North 87 degrees 04' West, 90
feet to the place of beginning. The above described parcel of land is


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                                                                           (CEI)





known as being Sublot No. 408 of The Krogh-Barr Syndicate's Avon
Beach Allotment proposed, containing .101 acres, be the same more
or less, but subject to all legal highways.

                       Parcel No. 66

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 60
foot highway known as Avondale Avenue, which stake bears North
87 degrees 04' West, 530 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' along said easterly line, 3077.25 feet
from a stone monument marking the Southeast corner of said 86.27
acre parcel; thence from said place of beginning North 2 degrees 56' East,
along said Easterly line of Avondale Avenue, 35 feet to a stake;
thence South 87 degrees 04' East 90 feet to a stake; thence South 2 degrees 56'
West, 35 feet to a stake; thence North 87 degrees 04' West 90 feet to a
stake and the place of beginning. The above described parcel of
land is known as being Sublot No. 407 of the Krogh-Barr Syndicate's
Avon Beach Allotment proposed, be the same more or less, but
subject to all legal highways.

    Parcels Nos. 64, 65 and 66 being the premises conveyed to the
Company by deed recorded in Volume 945, Page 791 of Lorain
County Record of Deeds.

    Parcels Nos. 64, 65 and 66 are subject to a building set back
restriction as shown in deeds recorded in Volume 196, Page 389 and
Volume 197, Page 48 of Lorain County Record of Deeds.

                                 Parcel No. 67

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Easterly line of Avondale Avenue,
proposed, which stake bears North 87 degrees 04' West, 530 feet from a
stake set in the Easterly line of an 88.27 acre parcel of land now or
formerly owned by Maria V. Smith, which stake bears North 2 degrees 56'
East along said Easterly line, 2972.25 feet from a stone monument
marking the SouthEasterly corner of said 86.27 acre parcel; thence
from said place of beginning North 2 degrees 56' East along said Easterly
line of Avondale Avenue, 70 feet to a stake; thence South 87 degrees 04'
East, 180 feet to a stake in the Westerly line of Greenwood Avenue,
proposed; thence South 2 degrees 56' West along the Westerly line of said


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                                                                           (CEI)





Greenwood Avenue, 70 feet to a stake; thence North 87 degrees 04' West,
180 feet to the place of beginning, and being further known as Sub-
Lots 402, 403, 409 and 410 of the Krogh-Barr Syndicates Avon
Beach Allotment, proposed, and containing within said bounds about
0.29 of an acre of land, be the same more or less, but subject to all
legal highways.

    Parcel No. 67 being the premises conveyed to the Company by
deed recorded in Volume 954, Page 232 of Lorain County Record of
Deeds.

    Parcel No. 67 is subject to building set back restrictions as
shown in deeds recorded in Volume 180, Page 379 and Volume 226,
Page 290 of Lorain County Record of Deeds.

                                 Parcel No. 68

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning on the Southerly line of said Section No. 6 at the
Southeasterly corner of land conveyed to George F. Smith by deed
acknowledged June 18, 1908 and recorded in Volume 109, Page 367
of Lorain County Deed Records; thence North 2 degrees 56' East along the
Easterly line of land so conveyed to George F. Smith 2902.25 feet to
a stake; thence North 87 degrees 04' West 530 feet to a stake on the
Easterly line of Avondale Avenue, proposed, and the principal place
of beginning of land herein described; thence North 2 degrees 56' East 70
Feet to a stake; thence North 87 degrees 04' East 90 feet to a stake; thence
South 2 degrees 56' West 70 feet to a stake; thence North 87 degrees 04' West
90
feet to the principal place of beginning and being further known as
Sublots Nos. 411 and 412 in The Krogh-Barr Syndicate's Avon
Beach Allotment, proposed, be the same more or less, but subject to
all legal highways.

                                 Parcel No. 69

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning on the Southerly line of said Section No. 6 at the
Southeasterly corner of land conveyed to George F. Smith by deed
acknowledged June 18, 1908 and recorded in Volume 109, Page 367
of Lorain Deed Records; thence North 2 degrees 56' East along the Easterly
line of land so conveyed to George F. Smith a distance of 2902.25
feet; thence North 87 degrees 04' West a distance of 350 feet to the Westerly
line of Greenwood Avenue, proposed, and the principal place of


                     A-268

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                                                                           (CEI)





beginning of land herein described; thence North 2 degrees 56' East along
said Westerly line of Greenwood Avenue, proposed, 70 feet; thence
North 87 degrees 04' West a distance of 90 feet; thence South 2 degrees 56'
West
a distance of 70 feet; thence South 87 degrees 04' East a distance of 90 feet
to the principal place of beginning and being further known as
Sublots Nos. 400 and 401 in The Krogh-Barr Syndicate's Avon
Beach Allotment, proposed, and containing within said bounds about
.176 of an acre of land, be the same more or less, but subject to all
legal highways.

    Parcels Nos. 68 and 69 being the premises conveyed to the Com-
pany by deed recorded in Volume 951, Page 930 of Lorain County
Record of Deeds.

                                 Parcel No. 70

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township, Section
No. 6 and bounded and described as follows:

    Beginning on the Southerly line of said Section No. 6 at the
SouthEasterly corner of land conveyed to George F. Smith by deed
dated June...., 1908 and recorded in Volume 109, Page 367 of Lorain
County Deed Records; thence North 02 degrees 56' East along the Easterly
line of land so conveyed to George F. Smith, 2832.25 feet; thence
North 87 degrees 04' West 530.0 feet to a point on the Easterly line of
Avondale Avenue and the principal place of beginning of lands
herein described; thence North 02 degrees 56' East along said Easterly line
of Avondale Avenue, 70.0 feet; thence South 87 degrees 04' East 90.0 feet;
thence South 02 degrees 56' West 70.0 feet; thence North 87 degrees 04' West
90.0 feet to the principal place of beginning and being further known
as Sublots Nos. 413 and 414 of the Krogh-Barr Syndicate's Avon
Beach Allotment, proposed, be the same more or less, but subject
to all legal highways.

    Parcel No. 70 being the premises conveyed to the Company by
deed recorded in Volume 947, Page 932 of Lorain County Record of
Deeds.

    Parcel No. 70 is subject to a building set back restriction as
shown in a deed recorded in Volume 192, Page 375 of Lorain County
Record of Deeds.

                                 Parcel No. 71

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:



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<PAGE>   332
                                                                           (CEI)




    Beginning on the Southerly line of said Section No. 6, at the
Southeasterly corner of land conveyed to George F. Smith by deed
dated June ...., 1908 and recorded in Volume 109, Page 367 of
Lorain County Deed Records; thence North 02 degrees 56' East along the
Easterly line of land so conveyed to George F. Smith, 2672.25 feet;
thence North 87 degrees 04' West, 530.0 feet to a point on the Easterly line
of Avondale Avenue and the principal place of beginning of lands
herein described; thence North 02 degrees 56' East along said Easterly line
of Avondale Avenue, 70.0 feet; thence South 87 degrees 04' East, 90.0 feet;
thence South 02 degrees 56' West, 70.0 feet; thence North 87 degrees 04' West,
90.0 feet to the principal place of beginning and being further
known as Sublots Nos. 415 and 416 in The Krogh-Barr Syndicate
Avon Beach Allotment, proposed, be the same more or less, but
subject to all legal highways.

    Parcel No. 71 being the premises conveyed to the Company by
deed recorded in Volume 952, Page 978 of Lorain County Record of
Deeds.

    Parcel No. 71 is subject to a building set back restriction as
shown in a deed recorded in Volume 192, Page 376 of Lorain County
Record of Deeds.

                                 Parcel No. 72

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning on the Southerly line of said Original Avon Township
Section No. 6 at the Southeasterly corner of land conveyed to George
F. Smith by deed acknowledged June 18, 1908, and recorded in
Volume 109, Page 367 of Lorain County Deed Records; thence
North 2 degrees 56' East along the Easterly line of land so conveyed to
George F. Smith, a distance of 2797.25 feet; thence North 87 degrees 04'
West 350 feet to the Westerly line of Greenwood Avenue, proposed,
and the principal place of beginning of lands herein described:
thence North 2 degrees 56' East along said Westerly line of Greenwood
Avenue, proposed, 70 feet; thence North 87 degrees 04' West a distance of
90 feet; thence South 2 degrees 56' West, a distance of 70 feet, thence
South 87 degrees 04' East, a distance of 90 feet to the principal place of
beginning, and being further known as Sublots Nos. 397 and 398 in
the Krogh-Barr Syndicate's Avon Beach Allotment, proposed, and
containing within said bounds about 0.176 of an acre of land, be
the same more or less, but subject to all legal highways.




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<PAGE>   333
                                                                           (CEI)





    Parcel No. 72 being the premises conveyed to the Company by
deed recorded in Volume 950, Page 771 of Lorain County Record of
Deeds.

                       Parcel No. 73

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a stake set in the Westerly line of a proposed 49'
highway known as Greenwood Avenue, which stake bears North
87 degrees 04' West 350 feet from a stake set in the Easterly line of a
86.27 acre parcel of land now or formerly owned by Maria V. Smith
which stake bears North 2 degrees 56' East 2867.25 feet from a stone
monument marking the SouthEast corner of said 86.27 acre parcel;
thence from said place of beginning North 87 degrees 04' West 90 feet to a
stake; thence North 2 degrees 56' East 35 feet to a stake; thence South
87 degrees 04' East 90 feet to a stake set in the Westerly line of Greenwood
Avenue; thence South 2 degrees 56' West along said Westerly line 35 feet
to the place of beginning. The above described parcel of land is
known as being Sublot No. 399 of The Krogh-Barr Syndicate's Avon
Beach Allotment proposed, containing 0.088 of an acre, be the same
more or less, but subject to all legal highways.

    Parcel No. 73 being the premises conveyed to the Company by
deed recorded in Volume 958, Page 871 of Lorain County Record of
Deeds.

    Parcel No. 73 is subject to a building set back restriction as
shown in a deed recorded in Volume 215, Page 37 of Lorain County
Record of Deeds.

                                 Parcel No. 74

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning at a stake set in the Easterly line of an 86.27 acre
parcel of land now or formerly owned by Maria V. Smith, which
stake is distant Northerly along said Easterly line 3287.25 feet from
a stone monument marking the SouthEast corner of said 86.27 acre
parcel; thence North 2 degrees 46' East, along said Easterly line 116.51
feet to a stake; thence South 73 degrees 21' 20" West, along the Southerly
line of Caldwell Avenue, a proposed 50 foot highway, 47.76 feet to
a stake; thence South 2 degrees 56' West, 100.51 feet to a stake; thence


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<PAGE>   334
                                                                           (CEI)





South 87 degrees 04' East, 45 feet to the place of place of beginning, and
the above described parcel of land is known as SubLot No. 59 of The
Krogh-Barr Syndicate's Avon Beach Allotment proposed, be the
same more or less, but subject to all legal highways.

                                 Parcel No. 75

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at a point in the Southerly line of a 10 foot strip of
land conveyed to The Lake Shore Electric Railway Company by
deed recorded in Volume 157, Page 368 of Lorain County Deed
Records, 70 feet distant SouthWesterly measured along said Southerly
line from its intersection with the Easterly line of an 86.27 acre
parcel of land conveyed to George F. Smith by deed recorded in
Volume 109, Page 367 of Lorain County Deed Records; thence
South 2 degrees 56' West, 84.91 feet to the Northerly line of Caldwell
Avenue a 50 foot proposed highway; thence North 73 degrees 21' 20" East,
along the Northerly line of Caldwell Avenue proposed, 70 feet to
the Easterly line of said 86.27 acre parcel aforesaid; thence North
2 degrees 56' East, along said Easterly line, 84.91 feet to the Southerly
line of the aforesaid 10 foot strip conveyed to the Lake Shore
Electric Railway Company; thence South 73 degrees 21' 20" West, along
said Southerly line 70 feet to the place of beginning, the above
described parcel is known as Sublots Nos. 22 and 23 of The Krogh-
Barr Syndicate's Avon Beach Allotment proposed, be the same
more or less, but subject to all legal highways.

    Parcels Nos. 74 and 75 being the premises conveyed to the Com-
pany by deed recorded in Volume 948, Page 699 of Lorain County
Record of Deeds.

    Parcels No.. 74 and 75 are subject to a building set back
restriction as shown in deeds recorded in Volume 178, Page 208 and
Volume 227, Page 272 of Lorain County Record of Deeds.

                                 Parcel No. 76

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and is further described as follows:

    Beginning at a stake set in the Southerly line of the Lake Shore
Electric Railway Company's right of way, which stake bears North
73 degrees 21' 20" East 51.51 feet from its intersection with the Westerly
line of a 86.27 Acre parcel of land now or formerly owned by Maria


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<PAGE>   335
                                                                           (CEI)




V. Smith; thence from said place of beginning South 2 degrees 56' West
95.52 feet to a stake set in the Northerly line of a proposed 50'
highway known as Caldwell Avenue; thence North 73 degrees 21' 20" East
along said Northerly line of Caldwell Avenue 35 feet to a stake;
thence North 2 degrees 56' East 95.52 feet to a stake set in said Southerly
line of the Lake Shore Electric Railway Company's right of way;
thence South 73 degrees 21' 20" West along said Southerly line 35 feet to
the place of beginning, also known as being SubLot No. 42 of The
Krogh-Barr Syndicate's Avon Beach Allotment proposed, containing
0.095 acres, be the same more or less, but subject to all legal high-
ways.

    Parcel No. 76 being the premises conveyed to the Company by
deed recorded in Volume 956, Page 295 of Lorain County Record of
Deeds.

    Parcel No. 76 is subject to a building set back restriction as
shown in a deed recorded in Volume 185, Page 446 of Lorain County
Record of Deeds.

                                 Parcel No. 77

    Situated in the Village of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township, Section
No. 6 and is further described as follows:

    Beginning at a stake which bears North 87 degrees 04' 0" West 460.28
feet from a stake set in the Easterly line of an 86.27 acre parcel of
land now or formerly owned by Maria V. Smith which stake bears
North 2 degrees 56' East 3112.25 feet from a stone monument marking
the SouthEast corner of said 86.27 acre parcel; thence from said
place of beginning North 87 degrees 04' 0" West 34.86 feet to a stake;
thence North 2 degrees 56' 0" East 115.42 feet to a stake set in the Southerly
line of a proposed 50 feet highway known as Caldwell Avenue;
thence North 73 degrees 21' 20" East along the Southerly line 37 feet
to a stake; thence South 2 degrees 56' 0" West 127.82 feet to the place
of beginning. The above described parcel is known as being Sub-
lot No. 49 of the Krogh-Barr Syndicate's Avon Beach Allotment
proposed. The above described sublot contains .119 acres, be the
same more or less, but subject to all legal highways.

                                 Parcel No. 78

    Situated in the Village of Avon Lake, County of Lorain and State
of Ohio, and known as being a part of Original Avon Township,
Section No. 6, and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed
60' highway known as Avondale Avenue, which stake bears North
87 degrees 04' West, 530 feet from a stake set in the Easterly line of an


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<PAGE>   336
                                                                           (CEI)





86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' East, 3112.25 feet from a stone
monument marking the SouthEast corner of said 86.27 acre parcel;
thence from said place of beginning North 2 degrees 56' East, along said
Easterly line of Avondale Avenue, 103.02 feet to a stake set in the
Southerly line of a proposed 50' highway known as Caldwell Avenue;
thence North 73 degrees 21' 20" East along said Southerly line of Caldwell
Avenue, 37 feet to a stake; thence South 2 degrees 56' West, 115.42 feet to
a stake; thence North 87 degrees 04' West, 34.86 feet to the place of begin-
ning. The above described parcel of land is known as being SubLot
No. 48 of The Krogh-Barr Syndicate's Avon Beach Allotment pro-
posed. The above described SubLot contains .194 acres, be the same
more or less, but subject to all legal highways.

    Parcels Nos. 77 and 78 being the premises conveyed to the
Company by deeds recorded in Volume 961, Pages 904 and 908 of
Lorain County Record of Deeds.

    Parcels Nos. 77 and 78 are subject to a building set back
restriction as shown in deeds recorded in Volume 176, Pages 87
88 of Lorain County Record of Deeds.

                                 Parcel No. 79.

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Lot
No. 6, and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40'
highway known as Elberton Avenue, which stake bears North 87 degrees 04'
West, 782.76 feet from a stake set in the Easterly line of an 86.27
acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' East, along said Easterly line, 2867.25
feed from a stone monument marking the SouthEast corner of said
86.27 acre parcel; thence from said place of beginning North 3 degrees 0'
East along the Easterly line of said proposed highway 70 feet to a
stake; thence South 87 degrees 04' East, 96.44 feet to a stake; thence South
2 degrees 56' West, 70 feet to a stake; thence North 87 degrees 04' West, 96.52
feet to the place of beginning. The above described parcel of land
is known as being Sublots 577 and 578 of the Krogh-Barr Syndicate's
Avon Beach Allotment proposed, containing .187 acres, be the same
more or less, but subject to all legal highways.

    Parcel No. 79 being the premises conveyed to the Company by
deed recorded in Volume 962, Page 152 of Lorain County Record of
Deeds.


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<PAGE>   337
                                                                           (CEI)




    Parcel No. 79 is subject to a building set back restriction as
shown in a deed recorded in Volume 190, Page 526 of Lorain County
Record of Deeds.

                       Parcel No. 80

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a stake set in the Southerly line of the Lake Shore
Electric Railway Company's right of way, which stake bears North
73 degrees 21' 20" East, 196.51 feet from its intersection with the Westerly
line of an 86.27 acre parcel of land now or formerly owned by Maria
V. Smith; thence from said place of beginning South 02 degrees 56' West,
95.52 feet to a stake set in the Northerly line of a proposed 50' high-
way known as Caldwell Avenue; thence North 73 degrees 21' 20" East, along
said Northerly line of Caldwell Avenue, 50 feet to a stake set in the
Westerly line of a 60' highway known as Avondale Avenue; thence
North 02 degrees 56' 0" East, along said Westerly line of Avondale Avenue,
95.52 feet to a stake set in the said Southerly line of Lake Shore
Electric Co.'s right of way 40' wide; thence South 73 degrees 21' 20" West
along said Southerly line 50 feet to the place of beginning and being
further known as SubLot No. .38 of the Krogh-Barr Syndicate's Avon
Beach Allotment proposed, as per survey of The F. A. Pease Engineer-
ing Co., be the same more or less, but subject to all legal highways.

                                 Parcel No. 81

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Sec-
tion No. 6 and is further described as follows:

    Beginning at a stake set in the Southerly line of the Lake Shore
Electric Railway Co.'s Right of way, which stake bears North 73 degrees
21' 20" East, 6.51 feet from its intersection with the Westerly line
of a 86.27 acre parcel of land now or formerly owned by Maria V.
Smith; thence from said place of beginning South 2 degrees 58' West, 95.52
feet to a stake set in the Northerly line of a proposed 50' highway
known as Caldwell Avenue; thence North 73 degrees 21' 20" East, along
said Northerly line of Caldwell Avenue 40 feet to a stake; thence
North 2 degrees 56' East, 95.52 feet to a stake set in said Southerly line of
the Lake Shore Electric Railway Co.'s right of way; thence South
73 degrees 21' 20" West, along said Southerly line 40 feet to the place of
beginning, and being further known as SubLot No. 39 of The Krogh-
Barr Syndicate's Avon Beach Allotment, proposed, as per survey of
the F. A. Pease Engineering Co., be the same more or less, but sub-
ject to all legal highways.


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<PAGE>   338
                                                                           (CEI)





                                 Parcel No. 82

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and being a part of Original Avon Township Section No. 6,
and further described as follows:

    Beginning at a stake set in the Southerly line of The Lake Shore
Railway Co.'s right of way, which stake bears North 73 degrees 21' 20" East,
86.51 feet from its intersection with the Westerly line of an 86.27
acre parcel of land now or formerly owned by Maria V. Smith;
thence from said place of beginning South 2 degrees 56' West, 95.52 feet
to a stake set in the Northerly line of a proposed 50 foot highway
known as Caldwell Avenue; thence North 73 degrees 21' 20" East along said
Northerly line of Caldwell Avenue, 70 feet to a stake; thence North
2 degrees 56' East, 95.52 feet to a stake set in said Southerly line of the
Lake Shore Electric Railway Co.'s right of way; thence South 73 degrees 21'
20" West, along said Southerly line 70 feet to the place of beginning.
The above described parcel of land is known as being SubLots Nos. 40
and 41 of the Krogh-Barr Syndicate's Avon Beach Allotment, pro-
posed, be the same more or less, but subject to all legal highways.

    Parcels Nos. 80, 81 and 82 being the premises conveyed to the
Company by deed recorded in Volume 969, Page 252 of Lorain
County Record of Deeds.

    Parcels Nos. 80, 81 and 82 are subject to a building set back
restriction as shown in a deed recorded in Volume 192, Page 405 of
Lorain County Record of Deeds.


                                 Parcel No. 83

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the Easterly line of Avondale
Avenue, which stake bears North 87 degrees 04' West, 530 feet from a stake
set in the Easterly line of an 86.27 acre parcel of land now or formerly
owned by Maria V. Smith, which stake bears North 2 degrees 56' East along
said Easterly line, 2692.25 feet from a stone monument marking
the Southeast corner of said 86.27 acre parcel; thence from said place
of beginning, North 2 degrees 56' East along the Easterly line of said
Avondale Avenue, 70 feet to a stake; thence South 87 degrees 04' East, 90
feet to a stake; thence South 2 degrees 56' West 70 feet to a stake; thence
North 87 degrees 04' West 90 feet to the place of beginning, and being
further known as Sublots Nos. 417 and 418 of the Krogh-Barr Syndi-
cate's Avon Beach Allotment, Proposed, be the same more or less,
but subject to all legal highways.


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    Parcel No. 83 being the premises conveyed to the Company by
deed recorded in Volume 953, Page 716 of Lorain County Record
of Deeds.

    Parcel No. 83 is subject to a building set back restriction as
shown in a deed recorded in Volume 186, Page 10 of Lorain County
Record of Deeds.

                                 Parcel No. 84

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at a stake set in the Westerly line of a proposed 40 foot highway
known as Greenwood Avenue which stake bears North 87 degrees 04' West, 350 feet
from a stake set in the Easterly line of a 86.27 acre parcel of land (now or
formerly owned by Maria V. Smith) which stake bears North 2 degrees 56' East,
3077.25 feet from a stone monument marking the Southeast corner of said 86.27
acre parcel; thence from said place of beginning North 87 degrees 04' West, 90
feet to a stake; thence North 2 degrees 56' East, 35 feet to a stake; thence
South 87 degrees 04' East 90 feet to a stake set in the said Westerly line of
Greenwood Avenue; thence South 2 degrees 56' West, along said Westerly line, 35
feet to the place of beginning. The above described parcel of land is known as
being Sublot No. 405 of the Krogh Barr Syndicate's Avon Beach Allotment
proposed and containing .088 acre, be the same more or less, but subject to all
legal highways.

    Parcel No. 84 being the premises conveyed to the Company by
deed recorded in Volume 961, Page 902 of Lorain County Record of
Deeds.

    Parcel No. 84 is subject to a building set back restriction as
shown in a deed recorded in Volume 173, Page 496 of Lorain County
Record of Deeds.

                                 Parcel No. 85

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a stake which bears North 87 degrees 04' 0" West 390.56
feet from a stake set in the Easterly line of an 86.27 Acre parcel of
land (now or formerly owned by Maria V. Smith) which stake bears
North 2 degrees 56' East 3147.25 feet from a stone monument marking the
SouthEast corner of said 86.27 acre parcel; thence from said place of
beginning, North 87 degrees 04' 0" West, 34.86 feet to a stake; thence North
2 degrees 56' 0" East 105.22 feet to a stake set in the Southerly line of a


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proposed 50' highway known as Caldwell Avenue; thence North 73 degrees
21' 20" East along said Southerly line 37 feet to a stake; thence
South 2 degrees 56' 0" West 117.62 feet to the place of beginning. The above
described parcel of land is known as being SubLot No. 51 of The
Krogh Barr Syndicate's Avon Beach Allotment proposed. containing
0.110 acres, be the same more or less, but subject to all legal highways.

    Parcel No. 85 being the premises conveyed to the Company by
deed recorded in Volume 951, Page 297 of Lorain County Record of
Deeds.

    Parcel No. 85 is subject to a building set back restriction as
shown in a deed recorded in Volume 186, Page 85 of Lorain County
Record of Deeds.

                                 Parcel No. 86

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and is further described as follows:

    Beginning at a stake set in the Easterly line a proposed 60 foot highway
known as Avondale Avenue which stake bears North 87 degrees 04' West, 530 feet
from a stake set in the Easterly line of an 86.27 Acre parcel of land now or
formerly owned by Maria V. Smith which stake bears North 2 degrees 56' East,
along said Easterly line 2657.25 feet from a stone monument marking the
SouthEast corner of said 86.27 acre parcel; thence from said place of beginning
North 2 degrees 56' East, along the Easterly line of said proposed highway 35
feet to a stake; thence South 87 degrees 04' East, 90 feet to a stake; thence
South 2 degrees 56' West, 35 feet to a stake; thence North 87 degrees 04' West,
90 feet to the place of beginning. The above described parcel of land is known
as being Sublot 419 of The Krogh-Barr Syndicate's Avon Beach Allotment
proposed, and containing 0.096 Acre, be the same more or less, but subject to
all legal highways.

    Parcel No. 86 being the premises conveyed to the Company by
deed recorded in Volume 951, Page 295 of Lorain County Record of
Deeds.

    Parcel No. 86 is subject to a building set back restriction as
shown in a deed recorded in Volume 180, Page 391 of Lorain County
Record of Deeds.

                              CLIFFORD SUBSTATION

                                  Parcel No. 87

    Situated in the Township of Olmsted, County of Cuyahoga and
State of Ohio, and known as being part of Original Olmsted Township
Lot No. 2, Tract No. 2, and bounded and described as follows:

    Beginning on the Northerly line of Parcel No. 1 of lands con-
veyed to The Lake Shore and Michigan Southern Railway Company,

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by Deed dated December 15, 1909, and recorded in Volume 1236, Page
301 of Cuyahoga County Records, at the Southeasterly corner of land
conveyed to County of Cuyahoga, by Deed dated December 10, 1954,
and recorded in Volume 8231, Page 498 of Cuyahoga County Records:
thence Northerly along the Easterly line of land so conveyed to
County of Cuyahoga, said line being parallel with and distant 30 feet
Easterly, by rectangular measurement from the center line of Fitch
Road, 50 feet wide, 442.06 feet to the Southerly line of Parcel No. 2
of lands conveyed to Dairypak, Inc., by Deed dated January 27, 1956,
and recorded in Volume 8499, Page 187 of Cuyahoga County Records;
thence Easterly along the Southerly line of said Parcel No. 2, 470.59
feet to the Easterly line of said Original Lot No. 2, Tract No. 2;
thence Southerly along said Lot line, 431.82 feet to the Northerly line
of Parcel No. 1 conveyed to The Lake Shore and Michigan Southern
Railway Company, as aforesaid; thence Westerly along the Northerly
line of said Parcel No. 1, 465.80 feet to the place of beginning, con-
taining 4.70 Acres of land, be the same more or less, but subject to
all legal highways.

    Parcel No. 87 being the premises conveyed to the Company by
deed recorded in Volume 10131, Page 43 of Cuyahoga County Record
of Deeds.

    Parcel No. 87 is subject to slope rights as shown in an instru-
ment recorded in Volume 8231, Page 498 of Cuyahoga County Record
of Deeds and to a pipe line easement as shown in an instrument re-
corded in Volume 10376, Page 207 of Cuyahoga County Record of
Deeds.

                                 Parcel No. 88

    Situated in the Township of Olmsted, County of Cuyahoga and
State of Ohio, and known as being part of Original Olmsted Township
Lot No. 2, Tract No. 2, and bounded and described as follows:

    Beginning on the center line of Fitch Road, 50 feet wide, at its
intersection with the Southwesterly line of Parcel No. 4 of lands
conveyed to The Cleveland Electric Illuminating Company, by Deed
dated April 11, 1929, and recorded in Volume 3934, Page 48 of Cuya-
hoga County Records; thence Southerly along the center line of Fitch
Road, 415.25 feet to the Northwesterly corner of land conveyed to
Edward T. Dillon, by Deed dated August 10, 1950, and recorded in
Volume 7063, Page 3 of Cuyahoga County Records; thence Easterly
along the Northerly line of land so conveyed to Edward T. Dillon,
500.59 feet to the Easterly line of said Original Lot No. 2, Tract No.
2; thence Northerly along said lot line, 188.79 feet to the South-
westerly line of Parcel No. 4 conveyed to The Cleveland Electric
Illuminating Company, as aforesaid; thence Northwesterly along
said Southwesterly line of Parcel No. 4, 551.38 feet to the place of

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beginning, containing 3.481 acres of land, be the same more or less,
but subject to all legal highways.

    Parcel No. 88 being the premises conveyed to the Company by
deed recorded in Volume 10322, Page 365 of Cuyahoga County Rec-
ord of Deeds.

    Parcel No. 88 is subject to an easement for pipe line purposes as
shown in an instrument recorded in Volume 10376, Page 207 of
Cuyahoga County Record of Deeds.

                          CLINTON SUBSTATION ADDITION

                                Parcel No. 89

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio, and known as being part of Original Brooklyn Township
Lot No. 16 and bounded and described as follows:

    Beginning on the Northerly line of Clinton Road, 80 feet wide,
as shown by the dedication plat recorded in Volume 131 of Maps,
Page 142 of Cuyahoga County Records, at its intersection with the
Westerly line of the second parcel of land conveyed to The Cleveland
Electric Illuminating Company by deed recorded in Volume 3391,
Page 507 of Cuyahoga County Records; thence Northerly along said
Westerly line of land so conveyed, 150.00 feet; thence Westerly at
right angles to said Westerly line, 45.00 feet; thence Southerly parallel
with said Westerly line to the Northerly line of Clinton Road, as
shown by the aforesaid dedication plat; thence Easterly along said
Northerly line of Clinton Road to the place of beginning and con-
taining about 0.16 acre of land, be the same more or less, but subject
to all legal highways.

    Parcel No. 89 being the same premises conveyed to the Company
by deed recorded in Volume 12304, Page 624 of Cuyahoga County
Record of Deeds.

    Parcel No. 89 is subject to slope rights as shown on a plat re-
corded in Volume 131 of Maps, Page 142 of Cuyahoga County Record
of Deeds.

                            CONCORD SERVICE CENTER
                                 Parcel No. 90

    Situated in the Township of Concord, County of Lake and State
of Ohio, and known as being a part of Original Concord Township
Lot No. 11, Tract No. 3, and bounded and described as follows:

    Beginning in the center line of Auburn Road, 60 feet in width,
at the Southwesterly corner of Parcel No. 2 of lands conveyed to

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Margaret Jakupak by deed dated September 26, 1955 and recorded
in Volume 395, Page 298 of Lake County Records; Thence South
1 degrees 52' 00" West along the center line of Auburn Road, a distance of
371.11 feet to an angle therein; Thence South 4 degrees 50' 00" East, con-
tinuing along the center line of said Auburn Road, a distance of
1.37 feet to a point, said point being 571.00 feet Southerly by rectan-
gular measurement from the Westerly prolongation of the Southerly
line of land conveyed to Arthur R. and Suzanne L. Clements by deed
recorded in Volume 260, Page 546 of Lake County Records; Thence
North 81 degrees 54' 25" East, a distance of 1031.41 feet to a point in the
monumented center line of relocated State Route No. 44 (Limited
Access Highway); Thence Northwesterly along said monumented cen-
ter line, being along the arc of a curve deflecting to the left, a
distance of 480.25 feet to its intersection with the Southerly line of
land conveyed to Arthur R. and Suzanne L. Clements, as aforesaid,
said curved line having a radius of 4297.18 feet and a chord which
bears North 16 degrees 05' 10" West, a distance of 480.00 feet; Thence
South 87 degrees 44' 30" West along the Southerly line of land so conveyed
to Arthur R. and Suzanne L. Clements, a distance of 651.96 feet to
the Northwesterly corner of Parcel No. 1 of lands conveyed to
Margaret Jakupak, as aforesaid; Thence South 1 degrees 52' 00" West along
the Westerly line of said Parcel No. 1, a distance of 200.00 feet to
the Southeasterly corner of Parcel No. 2 in said deed; Thence South
87 degrees 44' 30" West along the Southerly line of said Parcel No. 2, a
distance of 218.36 feet to the place of beginning and containing
10.38139 acres of land inclusive of 1.39802 acres lying within the
aforementioned relocated State Route No. 44, according to the survey
of George M. Garrett and Associates, Registered Engineers and Sur-
veyors, be the same more or less, but subject to all legal highways.

    Parcel No. 90 being the premises conveyed to the Company by
deed recorded in Volume 626, Page 494 of Lake County Record of
Deeds.

    Parcel No. 90 is subject to easements for limited access highway
and channel purposes as shown in a Journal Entry filed September
25, 1962 in Civil Docket 7, Page 453 in the Probate Court of Lake
County, Ohio.

                             CRESTWOOD SUBSTATION

                                 Parcel No. 91

    Situated in the City of Westlake, County of Cuyahoga, and State
of Ohio, and known as being part of Original Dover Township Lot
No. 72 and bounded and described as follows:

    Beginning at a point in the center line of Bradley Road, (40 feet
wide), at its intersection with a line drawn parallel with and distant

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52 feet Southerly, by rectangular measurement, from the Southerly
line of The New York, Chicago and St. Louis Railroad Company's
Right of Way; thence Easterly along said parallel line to its inter-
section with the Easterly line of land conveyed to Anthony F. Dindia
and Dorothy Dindia by deed dated July 25, 1945, and recorded in
Volume 5895, Page 258 of Cuyahoga County Records; thence South-
erly along the Easterly line of land so conveyed to Anthony F.
Dindia and Dorothy Dindia, to its intersection with a line drawn
parallel with and distant 300 feet Southerly, by rectangular measure-
ment, from said Southerly Right of Way line; thence Westerly along
said parallel line, (distant 300 feet Southerly), 360 feet; thence
Northerly on a line parallel with the Easterly line of land so con-
veyed to Anthony F. Dindia and Dorothy Dindia, as aforesaid, to
its intersection with a line drawn parallel with and distant 100 feet
Southerly, by rectangular measurement, from said Southerly line of
The New York, Chicago and St. Louis Railroad Company's Right of
Way; thence Westerly along said parallel line (distant 100 feet
Southerly) to its intersection with the center line of Bradley Road;
thence Northerly along the center line of Bradley Road, to the place
of beginning, and containing about 2.45 Acres of land, be the same
more or less, but subject to all legal highways.

    Parcel No. 91 being the premises conveyed to the Company by
deed recorded in Volume 10619, Page 569 of Cuyahoga County Rec-
ord of Deeds.

    Parcel No. 91 is subject to an easement for pipe line purposes as
shown in an instrument recorded in Volume 2033, Page 101 of
Cuyahoga County Record of Deeds.

                               DAWSON SUBSTATION

                                 Parcel No. 92

    Situated in the City of Westlake, County of Cuyahoga and State
of Ohio, and known as being part of Original Dover Township Lot
No. 76 and a part of First Street now vacated and bounded and de-
scribed as follows:

    Beginning on the center line of Canterbury Road, 60 feet wide,
at the Southeasterly corner of land conveyed to the New York,
Chicago and St. Louis Railway Company by deed dated June 2, 1882
and recorded in Volume 327, Page 406 of Cuyahoga County Records;
thence Southerly along the center line of Canterbury Road, 332 feet;
thence Westerly parallel with the Southerly line of land conveyed to
said Railway Company as aforesaid, 430 feet; thence Northerly
parallel with the center line of Canterbury Road, 332 feet to the
Southerly line of land conveyed to said Railway Company, as afore-
said; thence Easterly along said Southerly line, 430 feet to the place


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of beginning, containing 3.2773 acres of land, be the same more or
less, but subject to all legal highways.

    Parcel No. 92 being the premises conveyed to the Company by
deed recorded in Volume 11874, Page 213 of Cuyahoga County Rec-
ord of Deeds.

    Parcel No. 92 is subject to easements for pipe line purposes as
shown in instruments recorded in Volume 1939, Page 171 and in
Volume 3576, Page 307, both of Cuyahoga County Record of Deeds,
a lease for pipe line purposes as shown in a lease recorded in
Volume 162, Page 193 of Cuyahoga County Record of Leases, slope
rights as shown on a plat recorded in Volume 185 of Maps, Pages
23 and 24 of Cuyahoga County Record of Maps and an easement
for sewer purposes as shown in an instrument and a journal entry
recorded in Volume 10652, Page 59 and Volume 11852, Page 231,
respectively, of Cuyahoga County Record of Deeds.

                           DOWNTOWN SERVICE CENTER

                                 Parcel No. 93

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lot No. 231 in The Perry-Payne
Re-Subdivision of part of Original Ten Acre Lots Nos. 110 and 111,
as shown by the recorded plat in Volume 29 of Maps, Page 10 of
Cuyahoga County Records, and being 30 feet front on the Westerly
side of East 25th Street (formerly Minnesota Street), and extending
back of equal width 135 feet, as appears by said plat, be the same
more or less, but subject to all legal highways.

    Parcel No. 93 being the premises conveyed to the Company by
deed recorded in Volume 10972, Page 487 of Cuyahoga County Record
of Deeds.

                                 Parcel No. 94

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being the Northwesterly 20 feet of Sub Lot
No. 234 and all of Sub Lot No. 235 in The Perry-Payne Re-Subdivision
of part of Original Ten Acre Lots Nos. 110 and 111, as shown by
the recorded plat in Volume 29 of Maps, Page 10 of Cuyahoga County
Records, and together forming a parcel of land 50 feet front on the
Southwesterly side of East 25th Street, and extending back of equal
width 135 feet, as appears by said plat, be the same more or less,
but subject to all legal highways.

    Parcel No. 94 being the premises conveyed in the Company by
deed recorded in Volume 11162, Page 85 of Cuyahoga County Record
of Deeds.


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                                 Parcel No. 95

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lots Nos. 241 to 248, both inclusive,
and part of Sub Lot No. 249 in O. H. Payne's Allotment of part of
Original Ten Acre Lots Nos. 108, 109 and 110, as shown by the
recorded plat in Volume 15 of Maps, Page 7 of Cuyahoga County
Records, and bounded and described as follows:

    Beginning on the Northeasterly line of East 24th Street, (for-
merly Oliver Street), at the most Westerly corner of said Sub Lot No.
241; thence Southeasterly along the Northeasterly line of East 24th
Street, about 359.65 feet to the Northwesterly line of land conveyed
to Plasterers Building Corporation by deed dated August 18, 1961,
and recorded in Volume 10305, Page 641 of Cuyahoga County Rec-
ords; thence Northeasterly along the Northwesterly line of land so
conveyed to the Northeasterly corner thereof; thence Southeasterly
along the Northeasterly line of land so conveyed to the Southeasterly
line of said Sub Lot No. 249; thence Northeasterly along the South-
easterly line of said Sub Lot, 62.22 feet to the Southeasterly corner
thereof; thence  Northwesterly along the Northeasterly line of said
Sub Lots Nos. 241 to 249, both inclusive, 372.36 feet to the most
Northerly corner of said Sub Lot No. 241; thence Southwesterly along
the Northwesterly line of said Sub Lot No. 241, 132.53 feet to the
place of beginning, as appears by said plat, be the same more or less,
but subject to all legal highways.

                                 Parcel No. 96

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lots Nos. 238 to 244, both inclusive,
and part of Sub Lot No. 245 in The Perry Payne Re-Subdivision of
part of Original Ten Acre Lots Nos. 109, 110 and 111, as shown by
the recorded plat in Volume 29 of Maps, Page 10 of Cuyahoga County
Records, and together forming a parcel of land, bounded and described
as follows:

    Beginning on the Southwesterly line of East 25th Street, (for-
merly Minnesota Street), at the Southeasterly corner of said Sub Lot
No. 238; thence Northwesterly along the Southwesterly line of East
25th Street, 229.97 feet to the Southeasterly corner of land conveyed
to Gray Drug Stores, Inc. by Deed dated February 9, 1953, and re-
corded in Volume 7683, Page 304 of Cuyahoga County Records; thence
Southwesterly along the Southeasterly line of land so conveyed, about
60.12 feet to the most Southerly corner thereof; thence Northwesterly
along the Southwesterly line of land so conveyed, 0.14 feet to the
Northwesterly line of Parcel No. 2 of land conveyed to United States
Freight Company by Deed dated September 10, 1946, and recorded

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in Volume 6219, Page 554 of Cuyahoga County Records; thence
Southwesterly along the Northwesterly line of said Parcel No. 2,
about 74.88 feet to the Southwesterly line of said Sub Lot No. 245;
thence Southeasterly along the Southwesterly line of said Sub Lots
Nos. 238 and 245, both inclusive, 230 feet to the most Southerly
corner of said Sub Lot No. 238; thence Northeasterly along the South-
easterly line of said Sublot No. 238, 135 feet to the place of beginning,
as appears by said plat, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 97

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lots Nos. 208 to 218, both inclusive,
in The Perry Payne Re-Subdivision of part of Original Ten Acre
Lots Nos. 110 and 111, as shown by the recorded plat in Volume 29
of Maps, Page 10 of Cuyahoga County Records, and together forming
a parcel of land having a frontage of 330 feet on the Easterly side
of East 25th Street, (formerly Minnesota Street) and extending back
of equal width 135 feet, as appears by said plat, be the same more
or less, but subject to all legal highways.

    Parcels Nos. 95, 96 and 97 being the premises conveyed to the
Company by deed recorded in Volume 10974, Page 487 of Cuyahoga
County Record of Deeds.

                                 Parcel No. 98

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lot No. 232 in The Perry-Payne
Re-Subdivision of part of Original Ten Acre Lots Nos. 110 and 111,
as shown by the recorded plat in Volume 29 of Maps, Page 10 of
Cuyahoga County Records, and being 30 feet front on the South-
westerly side of East 25th Street, and extending back of equal width
135 feet, as appears by said plat, be the same more or less, but
subject to all legal highways.

    ParceL No. 98 being the premises conveyed to the Company by
deed recorded in Volume 10999, Page 183 of Cuyahoga County Record
of Deeds.

                                 Parcel No. 99

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lot No. 233 and the Southerly 10
feet from front to rear of Sub Lot No. 234 in the Perry-Payne Re-
Subdivision of part of Original Ten Acre Lots Nos. 110 and 111, as
shown by the recorded plat in Volume 29 of Maps, Page 10 of Cuya-


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                                                                           (CEI)





hoga County Records, and together forming a parcel of land 40 feet
front on the Westerly side of East 25th Street (formerly  Minnesota
Street), and extending back of equal width 135 feet, as appears by
said plat, be the same more or less, but subject to all legal highways.

    Parcel No. 99 being the premises conveyed to the Company by
deed recorded in Volume 10999, Page 663 of Cuyahoga County Record
of Deeds.

                          DUNHAM SUBSTATION ADDITION

                             Parcel No. 100

    Situated in the City of Maple Heights, County of Cuyahoga and
State of Ohio, and known as being part of Sub Lot No. 1 in Comstock
Park Allotment of part of Original Bedford Township Lots Nos. 2
and 12, as shown by the recorded plat in Volume 22 of Maps, Page 23
of Cuyahoga County Records, and bounded and described as follows:

    Beginning on the center line of Broadway, 66 feet wide, at the
most Northerly corner of land conveyed to Stanley Pejsa, by Deed
dated July 8, 1904, and recorded in Volume 941, Page 170 of Cuyahoga
County Records; thence Southwesterly along the Northwesterly line
of land so conveyed to Stanley Pejsa, 70.09 feet to the Northeasterly
corner of land conveyed to The Cleveland Electric Illuminating Com-
pany, by Deed dated March 28, 1936, and recorded in Volume 4606,
Page 593 of Cuyahoga County Records; thence Southerly along the
Easterly line of land so conveyed to The Cleveland Electric Illuminat-
ing Company, 117.35 feet to the Northwesterly corner of land con-
veyed to Michael A. Picciano and Anna E. Picciano, by Deed dated
April 4, 1962, and recorded in Volume 10373, Page 25 of Cuyahoga
County Records; thence Northeasterly along the Northwesterly line
of land so conveyed to Michael A. and Anna E. Picciano, and the
Northeasterly prolongation thereof, about 152.39 feet to the center line
of Broadway; thence Northwesterly along the center line of Broadway,
about 15.20 feet to the place of beginning, as appears by said plat, be
the same more or less, but subject to all legal highways.

    Parcel No. 100 being the premises conveyed to the Company by
deed recorded in Volume 10698, Page 181 of Cuyahoga County Record
of Deeds.

    Parcel No. 100 is subject to building and use restrictions as shown
in a deed recorded in Volume 941, Page 170 of Cuyahoga County Rec-
ords of Deeds and an easement for public highway purposes as shown
in an instrument recorded in Volume 9073, Page 561 of Cuyahoga
County Record of Deeds.

                          EASTLAKE ASH DISPOSAL SITE

                              Parcel No. 101

    Situated in the City of Eastlake, County of Lake and State of
Ohio, and known as being a part  of Original Willoughby Township

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<PAGE>   349
                                                                           (CEI)





Lot No. 6, Card Tract (sometimes known as the Chagrin Gore)
bounded and described as follows. to wit: Beginning in the center
line of the River Road at the most Southerly corner of the lands of
Dan Sheehan; thence North 51 degrees 56' East passing through a tile monu-
ment set 30 feet on the line from the said center line of River Road,
351.7 feet to a tile monument; thence continuing along the same course
and along the Southeasterly line of the lands of Thomas Sheehan
527.3 feet to a tile monument; thence continuing along the same course
and along the Southeasterly line of Sheehan's land 816.9 feet, crossing
the River as it now flows, to a gas pipe stake at the most Easterly
corner of the lands of John Sheehan, aforesaid, being also on the
Southerly line of the lands of Etta Reeve; thence South 78 degrees 18' East
along the said Southerly line of the lands of Etta Reeve 545.8 feet to
an iron stake at the Northwesterly corner of lands of which James B.
Carrell died seized; thence South 35 degrees 22' East along the westerly line
of the said last mentioned lands 756.6 feet to a gas pipe stake; thence
South 26 degrees 45' West, continuing along the Westerly line of the lands of
James B. Carrell, aforesaid, 1169.5 feet to the center of a group of
three large cottonwood trees, marking the corner common to the with-
in described land, the aforesaid lands of James B. Carrell deceased,
and the lands of Katherine Carrell; thence South 56 degrees 03' West along
the northwesterly line of the said lands of Katherine Carrell 1386.2
feet to the center line of the said River Road, passing through a gas
pipe stake set 30 feet on the line from the said center line of River
Road; thence North 40 degrees 19' West along the said center line of River
Road 1582.02 feet to the place of beginning, containing 86.60 acres of
land, according to a survey made by Clark and Pike, Engineers, on
October 15, 1920.

Excepting and excluding therefrom the following lands:

A certain 29.826 acres of land, being all of the Chagrin River Allot-
ment, as shown by the recorded plat in Volume E of Maps, Page 56
of Lake County Records, and

A certain .458 acres of land conveyed to John George Stamm, Jr. and
Ruth A. Stamm by Torrens Document No. 16441, Certificate No. 7845,
December 9, 1944, and

A certain .458 acres of land conveyed to Kurt Miller and Ella E. Miller
by Torrens Document No. 16427, Certificate No. 7842, December 6,
1944, and

A certain .678 acres of land conveyed to Frank L. Svoboda by Torrens
Document No. 17319, Certificate No. 8200, December 14, 1945, and

A certain .229 acres of land conveyed to Kurt Miller and Ella E. Miller
by Torrens Document No. 17361, Certificate No. 8220, January 4,
1946, and

                                     A-287





                                                                              

<PAGE>   350
                                                                           (CEI)





A certain 6.796 acres of land conveyed to The Cleveland Electric Illu-
minating Company by Torrens Document No. 23712, Certificate No.
10431, March 29, 1951.

And containing approximately 48.155 acres of land, be the same more
or less, but subject to all legal highways.

    Parcel No. 101 being the premises conveyed to the Company as
shown in Land Title Registration Certificate of Title No. 17274 re-
corded in Volume 79, Page 74 of Lake County Record of Land Title
Registrations.

    Parcel No. 101 is subject to a easement for water main purposes
and an easement for ingress and egress purposes, both as shown in
the aforesaid Certificate of Title.

                               FARGO SUBSTATION

                               Parcel No. 102

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lots Nos. 928, 929 and 930 in The
Crawford Land Company's Subdivision No. 2 of part of Original Rock-
port Township Section No. 11, as shown by the recorded plat in Volume
61 of Maps, Page 20 of Cuyahoga County Records, and together form-
ing a parcel of land having a frontage of 120 feet on the Easterly side
of West 130th Street (formerly Settlement Road), and extending back
of equal width 105 feet, as appears by said plat, be the same more or
less, but subject to all legal highways.

    Parcel No. 102 being the premises conveyed to the Company by
deed recorded in Volume 9461, Page 541 of Cuyahoga County record
of Deeds.

                              FERNDALE SUBSTATION

                                Parcel No. 103

    Situated in the City of Parma, County of Cuyahoga and State of
Ohio, and known as being part of Sub Lot No. 38 in The Tuxedo Land
Company's Tuxedo Lake Park Allotment No. 2 of part of Original
Parma Township Lots Nos. 1 and 2, Tuckerman Tract, as shown by
the recorded plat in Volume 84 of Maps, Page 30 of Cuyahoga County
Records, and part of Original Parma Township Lot No. 5, in said
Tuckerman Tract, and together forming a parcel of land, bounded and
described as follows:

    Beginning at the intersection of the Southeasterly line of Pearl
Road, 100 feet in width, as widened by Plat recorded in Volume 126,
Page 20 of Cuyahoga County Map Records, with the Northeasterly
line of Twin Lakes Drive, 50 feet in width, formerly Overlook Drive,
as dedicated by Plat of The Tuxedo Land Company's Tuxedo Lake


                      A-288





                                                                              

<PAGE>   351
                                                                           (CEI)





Park Allotment No. 2, recorded in Volume 84, Page 30 of Cuyahoga
County Map Records;

    Course No. 1: Thence North 43 degrees 02' 00" East along the South-
easterly line of Pearl Road, a distance of 130.01 feet;

    Course No. 2: Thence South 46 degrees 14' 40" East, a distance of 144.81
feet to the Easterly line of said Original Parma Township Lot No. 5,
Tuckerman Tract;

    Course No. 3: Thence South 00 degrees 06' 40" West along said Easterly
line of Original Lot No. 5,13.82 feet to the most Northerly corner of
said Sub Lot No. 38.

    Course No. 4: Thence South 46 degrees 14' 40" East along the North-
easterly line of said Sub Lot No. 39, 47.29 feet to the most Easterly
corner of land conveyed to The Cleveland Electric illuminating Com-
pany by Deed dated January 4, 1960, and recorded in Volume 9901,
Page 578 of Cuyahoga County Records;

    Course No. 5: Thence South 43 degrees 45' 20" West along the South-
easterly line of land so conveyed to The Cleveland Electric illuminat-
ing Company and along the Northwesterly line of land conveyed to
Louis Palfy and Elizabeth V. Palfy by Deed dated April 1, 1960, and
recorded in Volume 9947, Page 301 of Cuyahoga County Records, a
distance of 120.00 feet to the Northeasterly line of Twin Lakes Drive.

    Course No. 6: Thence North 46 degrees 14' 40" West along the North-
easterly line of Twin Lakes Drive, 200.00 feet to the place of begin-
ning, containing 0.58736 Acres of land, be the same more or less, but
subject to all legal highways.

    Parcel No. 103 being part of the premises conveyed to the Com-
pany by deed recorded in Volume 9483, Page 703 of Cuyahoga County
Record of Deeds.

    Parcel No. 103 is subject to slope rights as shown on a plat re-
corded in Volume 126, Page 20 of Cuyahoga County Record of Maps.

                                 Parcel No. 104

    Situated in the City of Parma, County of Cuyahoga and State of
Ohio, and known as being part of Sub Lot No. 38 in The Tuxedo Land
Company's Tuxedo Lake Park Allotment No. 2 of part of Original
Parma Township Lots Nos. 1 and 2, Tuckerman Tract, as shown by the
recorded plat in Volume 84 of Maps, Page 30 of Cuyahoga County
Records, and bounded and described as follows:

    Beginning on the Westerly line of said Sub Lot No. 38 at a point
distant North 00 degrees 06' 40" East, as measured along said Westerly line
from a stone monument at the Southwesterly corner of said Sub Lot
No. 38, a distance of 97.31 feet;


                                     A-289





                                                                              

<PAGE>   352
                                                                           (CEI)





    Course No. 1: Thence North 00 degrees 06' 40" East, along the Westerly
line of said Sub Lot No. 38, a distance of 68.52 feet to the most North-
erly corner thereof;

    Course No. 2: Thence South 46 degrees 14' 40" East, along the North-
easterly line of said Sub Lot No. 38, a distance of 47.29 feet;

    Course No. 3: Thence South 43 degrees 45' 20" West, a distance of
49.585 feet to the place of beginning, and containing 1172.47 square
feet of land or 0.02691 of an acre, according to the survey of George
M. Garrett and Associates, Registered Professional Engineers and
Surveyors, be the same more or less, but subject to all legal highways.

    Parcel No. 104 being the premises conveyed to the Company by
deed recorded in Volume 9901, Page 578 of Cuyahoga County Record
of Deeds.

    Parcel No. 104 above described is subject to building and use re-
strictions as shown in a deed recorded in Volume 1971, Page 102 of
Cuyahoga Record of Deeds.

                          FOWLES SUBSTATION ADDITION

                              Parcel No. 105

    Situated in the City of Middleburg Heights, County of Cuyahoga
and State of Ohio, and known as being part of Original Middleburgh
Township Section No. 15, and bounded and described as follows:

    Beginning in the center line of Main Street Extension, 60 feet
wide, as shown in Volume L of Cuyahoga County Road Records, at a
point distant North 65 degrees 16' 55" West 200.85 feet, as measured along
said center line from an angle point therein at the Southwesterly
corner of the first parcel of land conveyed to Philip Liebmann and
Rosina Liebmann by deed dated March 13, 1920 and recorded in Vol-
ume 2374, Page 397 of Cuyahoga County Records;

    Course No. 1: Thence North 65 degrees 16' 55" West along the center
line of Main Street Extension, a distance of 838.55 feet to the most
Southerly corner of the third parcel of lands conveyed to The Cleveland
Electric illuminating Company by deed dated May 25, 1946 and re-
corded in Volume 6083, Page 495 of Cuyahoga County Records;

    Course No. 2: Thence North 39 degrees 03' 05" East along the South-
easterly line of said third parcel of lands so conveyed, a distance of
197.10 feet to the Southerly line of the second parcel of lands so con-
veyed to The Cleveland Electric Illuminating Company;

    Course No. 3: Thence due East along the Southerly line of said
second parcel, a distance of 787.79 feet to the Westerly line of the first
parcel of land conveyed to Philip Liebmann and Rosina Liebmann, as
aforementioned;


                                     A-290





                                                                              

<PAGE>   353
                                                                           (CEI)





    Course No. 4: Thence South 3 degrees 08' 10" East along said Westerly
line, a distance of 238.58 feet to a point, said point being distant North
3 degrees 08' 10" West as measured along said Westerly line, a distance of
350 feet from the aforementioned angle point in the center line of
Main Street Extension;

    Course No. 5: Thence South 86 degrees 51' 50" West, a distance of
42.215 feet to its intersection with a line drawn perpendicular North-
easterly to the center line of Main Street Extension from the place of
beginning;

    Course No. 6: Thence South 24 degrees 43' 05" West along said perpen-
dicular line, a distance of 289.725 feet to the place of beginning, and
containing 294.255 square feet of land or 6.7551 acres of land accord-
ing to the Survey of George M. Garrett and Associates, Registered
Engineers and Surveyors, be the same more or less, but subject to all
legal highways.

    Parcel No. 105 being the same premises conveyed to the Company
by deed recorded in Volume 12193, Page 647 of Cuyahoga County
Record of Deeds.

    Parcel No. 105 is subject to easements for pipe line purposes as
shown in instruments recorded in Volume 1612, Page 389, Volume
1699, Page 637 and Volume 1978, Pages 245 and 574 of Cuyahoga
County Record of Deeds and an assignment of one of the afore-
said easements for pipeline purposes as shown in an instrument
recorded in Volume 9498, Page 116 of Cuyahoga County Record of
Deeds.

                              FREMONT SUBSTATION

                                Parcel No. 106

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lots Nos. 46 and 47 and part of Sub
Lots Nos. 43, 44, 45 and 48 in Charles A. Cook's Resubdivision of
part of S. B. Marshall's Subdivision of part of Original Brooklyn
Township Lot No. 10, as shown by the recorded plat in Volume 16
of Maps, Page 6 of Cuyahoga County Records, and together forming
a parcel of land, bounded and described as follows:

    Beginning on the Southerly line of Fruitland Court, N.W.,
formerly East Avenue, 50 feet in width, at a point distant North
81 degrees 51' 15" West a distance of 12.25 feet, as measured along said
Southerly line, from the Northeasterly corner of said Sub Lot No. 48;

    Course No. 1: thence North 81 degrees 51' 15" West along the South-
erly line of Fruitland Court N.W., a distance of 99.405 feet to an
angle therein, being also the Northwesterly corner of Sub Lot No. 46,
as aforementioned;


                                     A-291





                                                                              

<PAGE>   354
                                                                           (CEI)





    Course No. 2: thence South 4 degrees 05' 43" West along the dividing
line between the aforementioned Sub Lots No. 45 and 46. a distance
of 111.285 feet to its intersection with a line drawn parallel to and
distant 16 feet Northeasterly by rectangular measurement from the
Northeasterly right of way line of the Norfolk and Western Railway
Company, formerly the New York, Chicago and St. Louis Railroad
Company;

    Course No. 3: thence North 68 degrees 01' 36" West along said parallel
line, a distance of 128.91 feet to the Easterly line of West 116th
Street, formerly Fruitland Avenue, 60 feet in width;

    Course No. 4: thence due South along the Easterly line of West
116th Street, a distance of 17.25 feet to the Northeasterly right-of-
way line of said Norfolk and Western Railway Company;

    Course No. 5: thence South 68 degrees 01' 36" East along said North-
easterly right-of-way line, a distance of 220.365 feet to a point, said
point being distant North 68 degrees 01' 36" West a distance of 12.86 feet,
as measured along said right-of-way line, from the Southeasterly
corner of Sub Lot No. 48, as aforementioned;

    Course No. 6: thence North 8 degrees 15' 30" East, a distance of 149.94
feet to the place of beginning, and containing 15158.47 square feet
of land or 0.34799 of an acre according to the survey of George M.
Garrett and Associates, Registered Professional Engineers and Sur-
veyors, be the same more or less, but subject to all legal highways.

    Parcel No. 106 being the premises conveyed to the Company by
deed recorded in Volume 12125, Page 101 of Cuyahoga County Record
of Deeds.

                             GLADSTONE SUBSTATION

                               Parcel No. 107

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sub Lot No. 3 and part of Sub Lot No. 4
in Elwell and Marvin's Allotment of part of Original Brooklyn Town-
ship Lot No. 33, as shown by the recorded plat in Volume 3 of Maps,
Page 34 of Cuyahoga County Records, and bounded and described
as follows:

    Beginning on the Westerly line of West 65th Street, (formerly
Gordon Avenue), at the Northeasterly corner of said Sub Lot No. 3;
thence Southerly along said Westerly line of West 65th Street, 34
feet to the Northeasterly corner of land conveyed to Edna M. Link
by Deed dated July 15, 1903, and recorded in Volume 895, Page 205
of Cuyahoga County Records; thence Westerly along the Northerly
line of land so conveyed to Edna M. Link, 125 feet to the Northwest-
erly corner thereof; thence Southerly along the Westerly line of land


                     A-292





                                                                              


<PAGE>   355
                                                                           (CEI)





so conveyed to Edna M. Link, 28 feet to the Northerly line of Guthrie
Avenue N.W., (formerly Grape Street) ; thence Westerly along said
Northerly line of Guthrie Avenue N.W., 15 feet to the Southwesterly
corner of said Sub Lot No. 4; thence Northerly along the Westerly
line of said Sub Lots Nos. 4 and 3, 62 feet to the Northwesterly corner
of said Sub Lot No. 3; thence Easterly along the Northerly line of said
Sub Lot No. 3, 140 feet to the place of beginning, as appears by said
plat, be the same more or less, but subject to all legal highways.

    Parcel No. 107 being the premises conveyed to the Company by
deed recorded in Volume 12110, Page 909 of Cuyahoga County Record
of Deeds.

                                 Parcel No. 108

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being a part of Sub Lot No. 4 in Elwell and
Marvin's Subdivision of a part of Original Brooklyn Township Lot
No. 33, as shown by the recorded plat in Volume 3 of Maps, Page 34
of Cuyahoga County Records, and bounded and described as follows:

    Beginning at a point in the Northerly line of Guthrie Avenue
N.W., 45 feet wide, distant Westerly 66 feet therein from its point
of intersection with the Westerly line of West 65th Street, 80 feet
wide, as located in said Elwell and Marvin's Subdivision; thence
Westerly 59 feet in said Northerly line of Guthrie Avenue N.W., to
a point; thence Northerly 28 feet parallel with said Westerly line of
West 65th Street to a point; thence Easterly 59 feet parallel with
said Northerly line of Guthrie Avenue N.W., to a point; thence
Southerly 28 feet parallel with said Westerly line of West 65th Street
to the place of beginning, according to a survey by Thomas and
Krause, Surveying Company, June 30, 1945, be the same more or
less, but subject to all legal highways.

    Parcel No. 108 being the premises conveyed to the Company by
deed recorded in Volume 12191, Page 363 of Cuyahoga County Record
of Deeds.

                                 Parcel No. 109

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being part of Sub Lot No. 4 in Elwell and
Marvin's Subdivision of part of Original Brooklyn Township Lot
No. 33, as shown by the recorded plat in Volume 3 of Maps, Page 34
of Cuyahoga County Records, and bounded and described as follows:

    Beginning at the Southeasterly corner of said Sub Lot No. 4,
which is the point of intersection of the Westerly line of West 65th
Street, 80 feet wide, and Northerly line of Guthrie Avenue N.W.,
45 feet wide, as located in said Elwell and Marvin's Subdivision;


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<PAGE>   356
                                                                           (CEI)





thence Northerly 28 feet in said Westerly line of West 65th Street
to a point; thence Westerly 66 feet parallel with said Northerly line
of Guthrie Avenue N.W., to a point; thence Southerly 28 feet parallel
with said Westerly line of West 65th Street, to a point in said
Northerly line of Guthrie Avenue N.W.; thence Easterly 66 feet in
said Northerly line of Guthrie Avenue N.W., to the place of begin-
ning, according to a survey by Thomas and Krause Surveying Com-
pany, on June 30, 1945, be the same more or less, but subject to
all legal highways.

    Parcel No. 109 being the premises conveyed to the Company by
deed recorded in Volume 12189, page 37 of Cuyahoga County Record
of Deeds.

    Parcels Nos. 108 and 109 are subject to an easement for sewer
and water line purposes as shown in a Deed recorded in Volume 6876,
Page 667 of Cuyahoga County Record of Deeds.

                              GRIFFIN SUBSTATION

                               Parcel No. 110

    Situated in the City of Parma, County of Cuyahoga and State
of Ohio, and known as being a part of Original Parma Township Lot
No. 31, Ely Tract, and bounded and described as follows:

    Beginning on the original center line of Pleasant Valley Road
at a point distant due East 453.97 feet as measured along said original
center line from its intersection with the center line of Hoertz Road;
thence due North 1.15 feet to the center line of Pleasant Valley Road,
shown as re-established in Volume 130 of Maps, Page 622 of Cuya-
hoga County Records, said point being also the principal place of
beginning of the premises herein intended to be described;

    Course No. 1: Thence Southeasterly along said center line of
Pleasant Valley Road as re-established, being along the arc of a
curve deflecting to the left, a distance of 66.355 feet, said curved
line having a radius of 1909.86 feet and a chord which bears South
89 degrees 00' 17" East a distance of 66.35 feet to a point of tangency there-
in and the original center line of Pleasant Valley Road;

    Course No. 2: Thence due East along said original center line,
a distance of 483.66 feet to a point, said point being distant due East
1003.97 feet, as measured along said original center line from its
intersection with the center line of Hoertz Road, as aforementioned;

    Course No. 3: Thence due North a distance of 480.00 feet;

    Course No. 4: Thence North 36 degrees 00' 00" West, a distance of
367.04 feet;


                      A-294





                                                                              

<PAGE>   357
                                                                           (CEI)





    Course No. 5: Thence North 50 degrees 01' 14" East, a distance of
283.09 feet to the Northerly line of said Original Parma Township
Lot No. 31, Ely Tract;

    Course No. 6: Thence South 89 degrees 41' 32" West along the North-
erly line of said Original Lot, a distance of 321.12 feet to its inter-
section with a line drawn parallel to and distant 205.00 feet North-
westerly by rectangular measurement from Course No. 5 hereinabove
described and the Southwesterly prolongation thereof;

    Course No. 7: Thence South 50 degrees 01' 14" West along said parallel
line, a distance of 602.71 feet to a point in the Westerly line of land
conveyed to Frank Weiss and Lena Weiss by deed dated April 15,
1921, and recorded in Volume 2462, Page 566 of Cuyahoga County
Records;

    Course No. 8: Thence South 00 degrees 10' 41" East along the Westerly
line of land so conveyed, a distance of 135.83 feet to a point in the
Northerly line of the M. C. Tiedt Subdivision of a part of Original
Parma Township Lot No. 31, Ely Tract, as shown by the recorded
plat in Volume 171 of Maps, Page 18 of Cuyahoga County Records;

    Course No. 9: Thence South 89 degrees 59' 24" East along the North-
erly line of said Subdivision, a distance of 3.87 feet to the North-
easterly corner of said Subdivision;

    Course No. 10: Thence South 00 degrees 20' 00" West along the East-
erly line of said Subdivision, a distance of 134.02 feet to its inter-
section with a line drawn parallel to and distant Northerly 300.00
feet by rectangular measurement from the aforementioned original
center line of Pleasant Valley Road;

    Course No. 11: Thence due East along said last mentioned
parallel line, a distance of 228.25 feet to its intersection with a lane
drawn parallel to and distant 550.00 feet Westerly by rectangular
measurement from Course No. 3 hereinabove described;

    Course No. 12: Thence due South along said last mentioned
parallel line, a distance of 298.85 to the principal place of beginning,
according to the Survey of George M. Garrett and Associates, Regis-
tered Engineers and Surveyors, be the same more or less, but subject
to all legal highways.

    Parcel No. 110 being part of the same premises conveyed to the
Company by deed recorded in Volume 10157, Page 166 of Cuyahoga
County Record of Deeds.

    Parcel No. 110 is subject to slope rights as shown in a plat
recorded in Volume 130, Page 622 of Cuyahoga County Record of
Maps.

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<PAGE>   358
                                                                           (CEI)





                              HILL SERVICE CENTER

                                Parcel No. 111

    Situated in the City of Seven Hills, County of Cuyahoga and
State of Ohio, and known as being part of Original Independence
Township Lot No. 13, Tract No. 3, West of the River, and bounded
and described as follows:

    Beginning in the center line of Broadview Road, 60 feet in width,
at the Southwesterly corner of said Lot No. 13; thence North 00 degrees 00'
10" West along said center line of Broadview Road, 210.59 feet to the
Southwesterly corner of land conveyed to The Cleveland Electric
Illuminating Company by deed dated August 1, 1956 and recorded
in Volume 8671, Page 423 of Cuyahoga County Records; thence North
89 degrees 23' 20" East along the Southerly line of land so conveyed, a
distance of 255 feet to the Southeasterly corner thereof; thence
North 00 degrees 00' 10" West along the Easterly line of land so conveyed,
a distance of 105 feet to the Southerly line of land conveyed to The
Board of Education of The Parma City School District by deed dated
August 27, 1952 and recorded in Volume 7627, Page 503 of Cuyahoga
County Records; thence North 89 degrees 23' 20" East along said Southerly
line of land conveyed to The Board of Education of The Parma City
School District, a distance of 420 feet; thence South 00 degrees 00' 10" East,
a distance of 315.59 feet to the Southerly line of Lot No. 13, as afore-
mentioned; thence South 89 degrees 23' 20" West along said Southerly line
of Lot No. 13, a distance of 675 feet to the place of beginning, and
containing 4.275 Acres of land, be the same more or less, but sub-
ject to all legal highways, according to a survey made in January,
1962, by George M. Garrett and Associates, Registered Civil Engi-
neer.

    Parcel No. 111 being the premises conveyed to the Company by
deed recorded in Volume 10366, Page 497 of Cuyahoga County Record
of Deeds.

                              IVANHOE SUBSTATION

                                 Parcel No. 112

    Situated in the Village of Bratenahl, County of Cuyahoga and
State of Ohio, and known as being part of Original One Hundred
Acre Lot No. 353, and bounded and described as follows:

    Beginning on the Southwesterly line of Coit Road, 58 feet wide,
at the most Northerly corner of Parcel "15" of lands conveyed to
the County of Cuyahoga, by Deed dated September 4, 1946, and
recorded in Volume 6219, Page 497 of Cuyahoga County Records;
thence North 57 degrees 37' 12" West along the Southwesterly line of Coit
Road, 100 feet; thence South 32 degrees 22' 48" West along a line drawn

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<PAGE>   359
                                                                           (CEI)





at right angles to said Southwesterly line of Coit Road, 83.50 feet;
thence South 10 degrees 43' 32" West, 23.12 feet to a point distant 105 feet,
by rectangular measurement, from the said Southwesterly line of
Coit Road; thence South 57 degrees 37' 12" East parallel with the said
Southwesterly line of Coit Road, 70.85 feet to the intersection with
the Northwesterly line of the aforesaid Parcel "15" conveyed to the
County of Cuyahoga; thence Northeasterly along the Northwesterly
line of said Parcel "15", being along the arc of a curve deflecting to
the right, 107.01 feet, said curve having a radius of 3202.05 feet and
a chord bearing North 43 degrees 30' 34" East, 107 feet to the place of
beginning, be the same more or less, but subject to all legal highways.

    Parcel No. 112 being the premises conveyed to the Company by
deed recorded in Volume 11618, Page 59 of Cuyahoga County Records.

    Parcel No. 112 is subject to an easement for slope rights as
shown in a deed recorded in Volume 6219, Page 497 of Cuyahoga
County Record of Deeds and a reservation and condition regarding
fences and trees as shown in a deed recorded in Volume 6415, Page
590 of Cuyahoga County Record of Deeds.

                            IVY SUBSTATION ADDITION

                               Parcel No. 113

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio and known as being part of Original 100 Acre Lot No. 432
and being that part of Mt. Auburn Avenue, S.E. vacated by City of
Cleveland Ordinance No. 451-59 passed March 9, 1959, amended by
Ordinance No. 919-59 passed March 31, 1959 as shown by plat re-
corded in Volume 174 of Maps, Page 22 of Cuyahoga County Records
and bounded and described as follows:

    Beginning on the Westerly line of Woodhill Road, S.E. 80 feet
wide, at its intersection with the Southerly line of Mt. Auburn
Avenue, S.E.; thence North 21 degrees 17' 30" East along the Westerly line
of Woodhill Road, S.E. 85.807 feet to the Northerly line of Mt. Auburn
Avenue, S.E.; thence North 89 degrees 54' 30" West along said North-
erly line 400.207 feet to the Northeasterly corner of that portion of
Mt. Auburn Avenue, S.E. vacated by Ordinance No. 47779 passed
October 21, 1918; thence South 0 degrees 05' 30" East along the Easterly
line of said vacated portion 80.00 feet to the Southerly line of Mt.
Auburn Avenue, S.E.; thence South 89 degrees 54' 30" East along said
Southerly line 369.177 feet to the place of beginning containing
0.7065 Acres of land, according to a survey made by George M.
Garrett and Associates dated September 30, 1957, be the same more
or less, but subject to all legal highways.

    The Company acquired title to Parcel No. 113, a portion of Mt.

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                                                                           (CEI)





Auburn Avenue S.E. in the City of Cleveland, Cuyahoga County,
Ohio, by operation of law when it was vacated by Ordinance No.
451.59 enacted by the Council of the City of Cleveland effective March
9, 1959, as amended by Ordinance No. 919-59, effective March 31,
1959.

                          JUNIPER SUBSTATION ADDITION

                              Parcel No. 114

    Situated in the Village of Walton Hills, County of Cuyahoga and
State of Ohio, and known as being part of Original Bedford Town-
ship Lot No. 82, and bounded and described as follows:

    Beginning on the center line of Alexander Road, 60 feet wide,
at the Southeasterly corner of land conveyed to Joseph Peters and
May Peters by Deed dated December 8, 1944, and recorded in Volume
5833, Page 304 of Cuyahoga County Records; thence Westerly along
the center line of Alexander Road, 140 feet to the Westerly line of
said Original Lot No. 82; thence Northerly along the Westerly line
of said Original Lot No. 82, 1025 feet to the Northwesterly corner
of land conveyed to Joseph Peters and May Peters by Deed dated
August 14, 1948, and recorded in Volume 6627, Page 139 of Cuya-
hoga County Records; thence Easterly along the Northerly line of
land conveyed to Joseph and May Peters, as last aforesaid, 140 feet
to the Northeasterly corner thereof; thence Southerly along the East-
erly line of land conveyed to Joseph and May Peters, as last afore-
said, and as first aforesaid, 1025 feet to the place of beginning, be
the same more or less, but subject to all legal highways.

    Parcel No. 114 being the premises conveyed to the Company by
deed recorded in Volume 9973, Page 180 of Cuyahoga County Record
of Deeds.

                                  Parcel 115

    Situated in the Village of Walton Hills, County of Cuyahoga
and State of Ohio, and known as being part of Original Bedford
Township Lot No. 82, and bounded and described as follows:

    Beginning on the Easterly line of land conveyed to Clarence
Shull and Mary Shull by Deed dated December 8, 1944 and recorded
in Volume 5833, Page 306 of Cuyahoga County Records, at a point
distant 600 feet Northerly, measured along said Easterly line, from
the center line of Alexander Road; thence Westerly parallel with the
center line of Alexander Road, 200 feet to the Westerly line of land
so conveyed to Clarence and Mary Shull; thence Northerly along said
Westerly line and along the Westerly line of land conveyed to Clarence
and Mary Shull by Deed dated August 14, 1948, and recorded in
Volume 6627, Page 141 of Cuyahoga County Records, 425 feet to the


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<PAGE>   361
                                                                           (CEI)





Northwesterly corner of said last mentioned parcel; thence Easterly
along the Northerly line of land conveyed by said last mentioned deed,
200 feet to the Northeasterly corner thereof; thence Southerly along
the Easterly lines of lands conveyed by the aforesaid deeds, 425 feet to
the place of beginning, containing 1.951 Acres of land, be the same
more or less, but subject to all legal highways.

    Parcel No. 115 being the premises conveyed to the Company by
deed recorded in Volume 9975, Page 187 of Cuyahoga County Record
of Deeds.

                       Parcel No. 116

    Situated in the Village of Walton Hills, County of Cuyahoga
and State of Ohio, and known as being a part of Original Bedford
Township Lot No. 82, and bounded and described as follows:

    Beginning on the center line of Alexander Road, at a point which
is distant Easterly measured along said center line of Alexander
Road, 340 feet from its intersection with the Westerly line of said
Lot No. 82; thence South 89 degrees 09' East along said center line of
Alexander Road, 250 feet; thence due North, 1350 feet; thence North
89 degrees 09' West, 590 feet to said Westerly line of Lot No. 82; thence due
South along said Westerly line of Lot No. 82, 325 feet; thence South
89 degrees 09' East, 340 feet to a point in the Northerly prolongation of the
Easterly line of land conveyed to Clarence Shull and Mary Shull by
deed dated December 8, 1944, and recorded in Volume 5833, Page
306 of Cuyahoga County Records; thence Southerly along the North-
erly prolongation of the Easterly line and along the Easterly line of
land so conveyed to Clarence Shull and Mary Shull, 1025 feet to the
place of beginning, according to a survey by B. T. Wright, Engineer,
dated March, 1945, be the same more or less, but subject to all legal
highways.

    Parcel No. 116 being the premises conveyed to the Company by
deed recorded in Volume 9963, Page 540 of Cuyahoga County Record
of Deeds.

    Parcel No. 116 is subject to a building set back restriction and a
use restriction as shown in a deed recorded in Volume 6017, Page 58
of Cuyahoga County Record of Deeds.

                       KAY SUBSTATION

                       Parcel No. 117

    Situated in the City of Maple Heights, County of Cuyahoga and
State of Ohio, and known as being a part of Original Bedford Town-
ship Lot No. 16, and bounded and described as follows:

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<PAGE>   362
                                                                           (CEI)





    Beginning on a curved Southeasterly line of Southgate Park
Boulevard, 70 feet in width, as shown by the dedication plat recorded
in Volume 165 of Maps, Page 38 of Cuyahoga County Records, at its
intersection with the most Easterly line of land in Parcel No. 2 con-
veyed to The May Stores Shopping Centers, Inc., by deed dated
November 1, 1959 and recorded in Volume 9773, Page 260 of Cuya-
hoga County Records:

    Course No. 1: thence Southwesterly along said curved South-
easterly line of Southgate Park Boulevard, being along the arc of
a curve deflecting to the left, a distance of 77.87 feet, said curved line
having a radius of 776.943 feet and a chord which bears South 49 degrees
05' 42.5" West a distance of 77.84 feet;

    Course No. 2: thence South 40 degrees 52' 59" East, a distance of
201.445 feet to the Northwesterly line of Southgate Subdivision No.
1 as shown by the plat recorded in Volume 159 of Maps, Page 32 of
Cuyahoga County Records;

     Course No. 3: thence North 51 degrees 12' 19" East, along the North-
westerly line of said Southgate Subdivision No. 1, a distance of 46.64
feet to the most Northerly corner therein;

    Course No. 4: thence North 32 degrees 08' 42" West along the afore-
mentioned most Easterly line of land in Parcel No. 2 conveyed to
The May Stores Shopping Centers, Inc., a distance of 205.56 feet to
the place of beginning, and containing 12,652 square feet of land or
0.29045 acre, according to the survey of George M. Garrett and As-
sociates, Registered Engineers and Surveyors, be the same more or
less, but subject to all legal highways.

    Parcel No. 117 being the premises conveyed to the Company by
deed recorded in Volume 11883, Page 757 of Cuyahoga County Rec-
ord of Deeds.

                              KENDALL SUBSTATION

                                Parcel No. 118

    Situated in the City of Bedford Heights, County of Cuyahoga
and State of Ohio, and known as being part of Original Bedford
Township Lot No. 20, and bounded and described as follows:

    Beginning on the Southwesterly line of the Erie Railroad Com-
pany's right of way, 100 feet in width, at its intersection with a line
drawn parallel to and distant 400 feet Northeasterly by rectangular
measurement from the Westerly line of said Original Bedford Town-
ship Lot No. 20, said Westerly line being also the center line of
Perkins Road (vacated in part), 60 feet in width;



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<PAGE>   363
                                                                           (CEI)





    Course No. 1: Thence South 00 degrees 51' 30" East along said parallel
line, being also the Easterly line of land conveyed to Bedford Heights
Realty Company by Deed dated October 31, 1952, and recorded in
Volume 7652, Page 438 of Cuyahoga County Records, a distance of
636.28 feet to a Northerly line of land conveyed to The Pioneer
Paving and Construction Company by Deed dated March 22, 1957,
and recorded in Volume 8845, Page 293 of Cuyahoga County Records;

    Course No. 2: Thence North 89 degrees 52' 30" East along a Northerly
line of land so conveyed to The Pioneer Paving and Construction
Company, being also along a line drawn parallel to the Southerly line
of said Original Bedford Township Lot No. 20, (now the center line
of Cannon Road, 60 feet wide), a distance of 319.97 feet to a corner
thereof;

    Course No. 3: thence North 00 degrees 51' 30" West along a Westerly
line of land so conveyed to The Pioneer Paving and Construction Com-
pany and along the Westerly line of land conveyed to The Pioneer
Paving and Construction Company by Deed dated February 13, 1957,
and recorded in Volume 8838, Page 276 of Cuyahoga County Records,
a distance of 477.94 feet to the Southwesterly line of the Erie Railroad
Company's right of way, as aforementioned;

    Course No. 4: Thence North 63 degrees 56' 30" West along said right of
way line, a distance of 358.81 feet to the place of beginning, and
containing 178,241.89 square feet of land or 4.09187 Acres, according
to the survey of George M. Garrett and Associates, Registered Pro-
fessional Engineers and Surveyors, made February 4, 1959, be the
same more or less, but subject to all legal highways.

                                 Parcel No. 119

    Situated in the City of Bedford Heights, County of Cuyahoga
and State of Ohio, and known as being part of Original Bedford
Township Lot No. 20, and bounded and described as follows:

    Beginning on the center line of Perkins Road (60 feet wide)
said center line being also the Westerly line of said Original Lot No.
20 at a point distant 145 feet Northerly, measured along said center
line from the Northwesterly corner of land conveyed to D. Loveman
& Son Export Corporation by Deed dated October 13, 1952, and re-
corded in Volume 7650, Page 290 of Cuyahoga County Records;
thence Northerly along the center line of Perkins Road, 10 feet;
thence Easterly and parallel with the center line of Cannon Road,
(60 feet wide), about 400 feet to the Easterly line of land conveyed
to Bedford Heights Realty Company, by Deed dated October 31, 1952,
and recorded in Volume 7652, Page 438 of Cuyahoga County Records;
thence Southerly along the Easterly line of land so conveyed, 10 feet
to its intersection with a line drawn Easterly and parallel with the


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<PAGE>   364
                                                                           (CEI)




center line of Cannon Road from the place of beginning; thence
Westerly along said parallel line, about 400 feet to the place of
beginning, be the same more or less, but subject to all legal highways.

    Parcels Nos. 118 and 119 being the premises conveyed to the
Company by deed recorded in Volume 9707. Page 364 of Cuyahoga
County Record of Deeds.

    Parcels Nos. 118 and 119 are subject to: an easement for pipe
line purposes as shown in an instrument recorded in Volume 7230,
Page 695; an easement for drainage and slope rights purposes as
shown in a deed recorded in Volume 7652, Page 434; an easement
for drainage purposes as shown in a deed recorded in Volume 8641,
Page 518; an easement for railroad side track purposes as shown in a
deed recorded in Volume 8838, Page 274; an easement for ingress and
egress purposes and for railroad spur track purposes as shown in a
deed recorded in Volume 8838, Page 276; an easement for ingress and
egress purposes as shown in a deed recorded in Volume 8890, Page
488; an easement for ingress and egress and water, gas and drainage
line purposes as shown in an instrument recorded in Volume 8890,
Page 493; an easement for pipe line purposes as shown in an instru-
ment recorded in Volume 9053, Page 690; an easement for ingress
and egress as shown in a deed recorded in Volume 8866, Page 415;
and, an easement for ingress and egress and underground electric
subway purposes as shown in a deed recorded in Volume 9473, Page
650; all in Cuyahoga County Record of Deeds.

                                KING SUBSTATION

                                 Parcel No. 120

    Situated in the City of Willowick, County of Lake and State of
Ohio, and known as being all of Sublots Nos. 26A, 27A and 28A in
Willowick Estates Inc. Shoregate Resubdivision No. 2 of part of
Original Willoughby Township Lot No. 5, Tract No. 15, as shown
by the plat recorded in Volume M, Page 30 of Lake County Map
Records, and together forming a parcel of land bounded and described
as follows:

    Beginning on the northwesterly line of Fairway Boulevard, 60
feet in width, at the southeasterly corner of said Sublot No. 26A;

    Course No. 1: Thence North 16 degrees 32' 31" East along the north-
westerly line of Fairway Boulevard, a distance of 36.93 feet to the
southerly end of a curved turnout between the northwesterly line of
Fairway Boulevard and the southwesterly line of Parr Street;

    Course No. 2: Thence northwesterly along said curved turnout,
being along the arc of a curve deflecting to the left, a distance of
194.96 feet to a point of tangency in the southwesterly line of Parr
Street, said curved line having a radius of 150.00 feet and a chord



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<PAGE>   365
                                                                           (CEI)




which bears North 20 degrees 41' 33.5" West a distance of 181.523 feet;

    Course No. 3: Thence North 57 degrees 55' 38" West along the south-
westerly line of Parr Street, a distance of 41.685 feet to the north-
westerly corner of said Sublot No. 28A;

    Course No. 4: Thence South 16 degrees 32' 31" West along the north-
westerly line of said Sublots Nos. 28A, 27A and 26A, a distance of
192.615 feet to the southwesterly corner of said Sublot No. 26A;

    Course No. 5: Thence South 73 degrees 27' 29" East along the south-
westerly line of said Sublot No. 26A, a distance of 150.00 feet to the
place of beginning, and containing 23287.9 square feet of land or
0.53461 acre, according to the survey of George M. Garrett and As-
sociates, Registered Professional Engineers and Surveyors, dated
December 31, 1958, be the same more or less, but subject to all legal
highways.

    Parcel No. 120 being the premises conveyed to the Company by
deed recorded in Volume 472, Page 370 of Lake County Record of
Deeds.

    Parcel No. 120 is subject to building and use restrictions as
shown in a deed recorded in Volume 361, Page 533 of Lake County
Record of Deeds.

                                KNOX SUBSTATION

                                Parcel No. 121

    Situated in the Village of Beachwood, County of Cuyahoga and
State of Ohio, and known as being Sub Lot No. 9 and part of a dedi-
cated Driveway in The Rapid Transit Land Sales Co.'s Subdivision
No. 35 of part of Original Warrensville Township Lot No. 20, as
shown by the recorded plat in Volume 115 of Maps. Page 30 of
Cuyahoga County Records, and together forming a parcel of land
bounded and described as follows:

    Beginning on the Easterly line of Richmond Road (73 feet wide),
(said Easterly line being parallel with and distant 43 feet Easterly,
by rectangular measurement from the center line of Richmond Road,
as originally established, 60 feet wide), at its intersection with the
Northerly line of Fairmount Boulevard, (formerly North Woodland
Road), 100 feet wide; thence due North along the Easterly line of
Richmond Road, 199.96 feet to the Northwesterly corner of said
Sub Lot No. 9; thence South 89 degrees 47' 20" East along the Northerly line
of said Sub Lot No. 9 and along the Easterly prolongation thereof, 200
feet to its intersection with the Northerly prolongation of the Easterly
line of said Sub Lot No. 9; thence due South along said Northerly
prolongation and along the Easterly line of said Sub Lot No. 9,

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<PAGE>   366
                                                                           (CEI)





199.776 feet to the Northerly line of Fairmount Boulevard; thence
North 89 degrees 50' 30" West along the Northerly line of Fairmount Boule-
vard, 200 feet to the place of beginning, according to a survey dated
December 8, 1953, by George M. Garrett and Associates, Registered
Professional Engineers and Surveyors, be the same more or less, but
subject to all legal highways.

    Parcel No. 121 being the premises conveyed to the Company by
deed recorded in Volume 9472, Page 484 of Cuyahoga County Record
of Deeds.
                               LENNOX SUBSTATION

                                Parcel No. 122

    Situated in the City of Solon, County of Cuyahoga and State of
Ohio, and known as being part of Original Solon Township Lot No.
18, Tract No. 1 and bounded and described as follows:

    Beginning on the Westerly line of Harper Road as originally
established, 60 feet wide, as its intersection with the Northeasterly
right-of-way line of The Erie-Lackawanna Railroad Company; thence
North 56 degrees 12' 58" West along said right-of-way line, 686.97 feet to
a point of curvature therein; thence continuing Northwesterly along
said right-of-way line, on a curve deflecting to the left, an arc distance
of 226.79 feet, said curve having a radius of 15,356.81 feet and a chord
bearing North 56 degrees 38' 21" West 226.74 feet to the principal place of
beginning of premise herein intended to be described; thence North-
westerly along said right-of-way line, on a curve deflecting to the left,
an arc distance of 36.80 feet, said curve having a radius of 15.356.81
feet and a chord bearing North 5 degrees 42' 28" West 36.80 feet; thence
North 15 degrees 20' 43" East 78 feet; thence South 74 degrees 39' 17" East 35
feet; thence South 15 degrees 20' 43" West 89.34 feet to the place of be-
ginning, containing 0.07 of an acre of land, be the same more or
less, but subject to all legal highways.

    Together with easements over adjoining premises for ingress
and egress to and from said Parcel granted to the Company in deeds
recorded in Volume 12125, Pages 271 and 275 of Cuyahoga County
Record of Deeds.

    Parcel No. 122 being the premises conveyed to the Company
by deed recorded in Volume 12125, Page 271 of Cuyahoga County
Record of Deeds.

    Parcel No. 122 is subject to two leases for pipe line purposes as
shown in leases recorded in Volume 8, Page 136 and' Volume 9, Page
380 of Cuyahoga County Record of Leases, both of which leases have
been assigned as shown in instruments recorded in Volume 3, Page 71
of Cuyahoga County Record of Miscellaneous Instruments and to an



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<PAGE>   367
                                                                           (CEI)





easement for ditch culvert and channel purposes as shown in a plat re-
corded in Volume 199, Page 32 of Cuyahoga County Record of Maps.

                               LESTER SUBSTATION

                                Parcel No. 123

    Situated in the City of Solon, County of Cuyahoga and State of
Ohio, and known as being part of Original Solon Township Lot No.
30. Tract No. 1 and Lot No. 4 in Tract No. 2. and bounded and de-
scribed as follows:

    Beginning in the center line of Aurora Road, 60 feet wide, at the
Southeast corner of land acquired by Emil Hribal, as recorded in
Volume 5084. Page 185 of Cuyahoga County Deed Records; thence
South 69 degrees 36' 40" East, 1213.66 feet along the center line of Aurora
Road to the Southeast corner of land owned by Milton Gibson and to
the principal place of beginning; thence North 0 degrees 50' 10" West, 538.62
feet along the East line of said Milton Gibson to a point in the South
right-of-way line of the Erie Railroad; thence North 58 degrees 18' 22" West,
315.17 feet along the South right of way of the Erie Railroad to a
point; thence South 47 degrees 37' 12" East, 105.75 feet to a point; thence
South 20 degrees 23' 20" West (across an iron pin in the Northerly line of
Aurora Road), 524.26 feet to a point in the center line of Aurora Road;
thence South 69 degrees 36' 40" East, 406 feet along the center line of Aurora
Road to the principal place of beginning, and containing 3.6805 Acres
of land, according to the survey of February 23, 1960. by H. W. Scott.
Registered Surveyor No. 3415, be the same more or less, but subject
to all legal highways.

    Parcel No. 123 being the same premises conveyed to the Company
by deed recorded in Volume 12305, Page 969, of Cuyahoga County
Record of Deeds.

                                LEO SUBSTATION

                                Parcel No. 124

    Situated in the Village of Willoughby Hills, County of Lake and
State of Ohio, and known as being Sublot No. 1 in Green Ridge Estates
No. 2 Subdivision of a part of Original Willoughby Township Lot No.
3, Tract No. 7, as shown by the recorded plat of said Subdivision in
Volume O of Maps, Page 88 of Lake County Records, Said Sublot No.
1 has a frontage of 100.00 feet on the centerline of Eddy Road and
extends back in a Northerly direction, 649.75 feet on the Westerly line,
655.43 feet on the Easterly line and has a rear line of 100.11 feet. as
appears by said plat. be the same more or less, but subject to all legal
highways.


                                     A-305






<PAGE>   368
                                                                           (CEI)





                                Parcel No. 125

    Situated in the Village of Willoughby Hills, County of Lake and
State of Ohio, and known as being Sublot No. 2 in Green Ridge Estates
No. 2 Subdivision of a part of Original Willoughby Township Lot No.
3, Tract No. 7, as shown by the recorded plat of said Subdivision in
Volume O of Maps, Page 88 of Lake Count degrees Records, Said Sublot No.
2 has a frontage of 100.00 feet on the centerline of Eddy Road and
extends back in a Northerly direction, 655.43 feet on the Westerly line,
661.12 feet on the Easterly line and has a rear line of 100.12 feet, as
appears by said plat, be the same more or less, but subject to all legal
highways.

    Parcels Nos. 124 and 125 being the premises conveyed to the Com-
pany by deed recorded in Volume 619, Page 453 of Lake County Rec-
ord of Deeds.

                               MARBLE SUBSTATION

                                Parcel No. 126

    Situated in the City of Willoughby, County of Lake and State of
Ohio, and known as being part of Lot 115 of Merchant's Survey of the
Village of Willoughby, recorded in Volume A of Maps, Pages 6 and 7
of Lake County Records, and bounded and described as follows: Begin-
ning at a stone monument in the center line of Erie Road (formerly
Lake Road), 60 feet in width, at the southeasterly corner of land con-
veyed to John V. Oblak and Marie F. Oblak by deed dated October 9,
1956 and recorded in Volume 426, Page 215 of Lake County Records;

    Course No. 1: Thence South 66 degrees 13' 45" East along the center
line of Erie Road, a distance of 289.40 feet to the southwesterly corner
of land conveyed to Nick Succi by deed dated May 20, 1953 and re-
corded in Volume 339, Page 263 of Lake County Records, said south-
westerly corner being distant North 66 degrees 13' 45" West a distance of
44.60 feet from a stone monument in the center line of Erie Road at
the southeasterly corner of Parcel No. 2 of land conveyed to Earl W.
Gilson by deed dated November 8, 1950 and recorded in Volume 291,
Page 211 of Lake County Records;

    Course No. 2: Thence North 23 degrees 46' 15" West along the north-
westerly line of land so conveyed to Nick Succi, a distance of 217.80
feet to an iron pin monument in the northwesterly corner thereof, at
30.00 feet passing through an iron pin monument;

    Course No. 3: Thence South 66 degrees 13' 45" East along the north-
easterly line of land so conveyed to Nick Succi and along the south-
easterly prolongation thereof, being along the northeasterly line of land


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                                                                           (CEI)





conveyed to Richard Albert Pazicni and Mary Ann Pazicni by deed
dated December 28, 1960 and recorded in Volume 515, Page 198 of
Lake County Records, a distance of 137.34 feet to an iron pin monu-
ment in the westerly line of land transferred to the Village of
Willoughby by Certificate to Recorder Real Estate Devised by Will
dated December 28, 1931 and recorded in Volume 142, Page 625 of
Lake County Records;

    Course No. 4: Thence North 00 degrees 43' 45" West along said westerly
line, a distance of 629.28 feet to an iron pin monument at the south-
easterly corner of land conveyed to The Cleveland Electric Illuminat-
ing Company by deed dated July 16, 1941 and recorded in Volume 182,
Page 58 of Lake County Records;

    Course No. 5: Thence South 80 degrees 55' 35" West along the south-
easterly line of land so conveyed and the southeasterly line of land con-
veyed to The Cleveland Electric Illuminating Company by deed dated
August 28, 1941 and recorded in Volume 182, Page 349 of Lake County
Records, a distance of 483.76 feet to an iron pin monument in the
easterly line of land conveyed to John V. Oblak and Marie F. Oblak,
as aforesaid;

    Course No. 6: Thence South 00 degrees 43' 45" East along said easterly
line, a distance of 580.30 feet to the place of beginning, at 547.33 feet
passing through an iron pin monument, and containing 7.02562 acres
of land according to the survey of George M. Garrett and Associates,
Registered Engineers and Surveyors, made September 1961, be the
same more or less, but subject to all legal highways.

    Parcel No. 126 being the premises conveyed to the Company by
deed recorded in Volume 535, Page 23 of Lake County Record of Deeds.

                                NASH SUBSTATION

                                Parcel No. 127

    Situated in the City of Mentor, County of Lake and State of Ohio,
and known as being part of Original Mentor Township, Lot No. 9,
Tract No. 7, and bounded and described as follows: Beginning on the
center line of Twinbrook Road (formerly Brookside Road) at the
Northeasterly corner of land conveyed to Ida Schepperd by Deed dated
November 3, 1953 and recorded in Volume 349, Page 234 of Lake
County Records; thence Southwesterly along the center line of Twin-
brook Road to an angle therein at the most Northwesterly corner of
land conveyed to Ida Schepperd by Deed dated May 14, 1934 and
recorded in Volume 177, Page 413 of Lake County Records; thence
Southerly along the center line of said road, 293.60 feet to an angle


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<PAGE>   370
                                                                           (CEI)





therein, being also an angle point in the Westerly line of land conveyed
to Ida Schepperd as last aforesaid; thence Southeasterly along a South-
westerly line of land so conveyed, about 110 feet to the most Westerly
corner of land conveyed to The Cleveland Electric Illuminating Com-
pany by Deed dated February 12, 1965 and recorded in Volume 614,
Page 158 of Lake County Records; thence Northeasterly along the
Northwesterly line of land so conveyed to The Cleveland Electric illu-
minating Company, 326.72 feet to the Northeasterly line of land con-
veyed to Ida Schepperd as first aforesaid; thence Northwesterly along
said Northeasterly line about 266 feet to the place of beginning, con-
taining 2.03 acres of land, be the same more or less, but subject to all
legal highways.

    Parcel No. 127 being the same premises conveyed to the Company
by deed recorded in Volume 687, Page 228 of Lake County Record of
Deeds.

                          NEWPORT SUBSTATION ADDITION

                                 Parcel No. 128

    Situated in the Township of Kirtland, County of Lake, and State
of Ohio, and known as being part of Original Kirtland Township Lot
No. 15, Tract No. 2 and bounded and described as follows: Beginning
on the center line of Chillicothe Road, at the Northwesterly corner of
land conveyed to The Cleveland Electric Illuminating Company by
Deed dated February 25, 1957 and recorded in Volume 430, Page 628
of Lake County Records, said point of beginning being distant N.
5 degrees 35' 00" E. 120.00 feet, measured along the said center line from
its intersection with the Southerly line of said Tract No. 2; thence
north 5 degrees 35' 00" East along the center line of Chillicothe Road, 66.72
feet to the Northwesterly corner of land conveyed to The Ceico Com-
pany by Deed dated October 15, 1956 and recorded in Volume 425,
Page 28 of Lake County Records; thence South 89 degrees 34' 45" East along
the Northerly line of land so conveyed to The Ceico Company, 1676.22
feet to the Easterly line of the 150-foot right-of-way and easement con-
veyed to The Cleveland Electric Illuminating Company by The Colum-
bus Mutual Life Insurance Company. by instrument dated March 22,
1941 and recorded in Volume 103, Page 386 of Lake County Records;
thence South 14 degrees 28' 20" East along said easterly line of said 150-foot
right-of-way and easement so conveyed to The Cleveland Electric Illu-
minating Company as aforesaid, 171.52 feet to the Southerly line of
said Tract No. 2; thence South 89 degrees 45' 20" West along said Tract line
1407.08 feet to the Southeasterly corner of land conveyed to The Cleve-
land Electric Illuminating Company, as aforesaid; thence North 5 degrees
35' 00" East along the Easterly line of land so conveyed to The Cleve-
land Electric Illuminating Company, 120.00 feet to the Northeasterly

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                                                                           (CEI)





corner thereof; thence South 89 degrees 45' 20" West along the Northerly
line of land so conveyed to The Cleveland Electric Illuminating Com-
pany, 330.16 feet to the place of beginning, containing 5.9886 acres
of land, be the same more or less, but subject to all legal highways.

    Parcel No. 128 being the premises conveyed to the Company by
deed recorded in Volume 517, Page 166 of Lake County Record of
Deeds.

    Parcel No. 128 is subject to an easement for coal pipe line pur-
poses as shown in a deed recorded in Volume 425, Page 28 of Lake
County Record of Deeds.

                     NORTH OLMSTED SERVICE CENTER ADDITION

                                Parcel No. 129

    Situated in the City of North Olmsted, County of Cuyahoga and
State of Ohio, and known as being a part of Original Dover Township
Lot No. 19, and bounded and described as follows:

    Beginning on the Easterly line of said Original Dover Township
Lot No. 19 at a point distant due South, measured along said Easterly
line from its intersection with the center line of Lorain Road, a distance
of 291.92 feet, said place of beginning being also the most Southerly
corner of land conveyed to Charles L. and Bedelia G. Thomason by
deed dated May 17, 1939 and recorded in Volume 4967, Page 231 of
Cuyahoga County Records; thence South 52 degrees 35' 20" West, being along
a line drawn parallel to the aforementioned center line of Lorain Road,
a distance of 100.025 feet to its intersection with the Northeasterly
line of land conveyed to Charles H. Scaggs and Clara Scaggs by deed
dated October 12, 1939 and recorded in Volume 5017, Page 107 of
Cuyahoga County Records; thence South 37 degrees 21' 41" East along the
Northeasterly line of land so conveyed to Charles H. Scaggs and Clara
Scaggs, a distance of 130.925 feet to the Easterly line of said Original
Dover Township Lot No. 19; thence due North along said Easterly
lot line, a distance of 164.83 feet to the place of beginning and con-
taining 6547.9 square feet of land or 0.1503 acre according to the
survey of Garrett and Associates, Inc.. Registered Professional Engi-
neers and Surveyors, be the same more or less, but subject to all legal
highways.

    Parcel No. 129 being the premises conveyed to the Company by
deed recorded in Volume 12198, Page 295 of Cuyahoga County Record
of Deeds.

    Parcel No. 129 is subject to an easement for sewer purposes as
shown in an instrument recorded in Volume 10105, Page 105 of Cuya-
hoga County Record of Deeds.

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                                                                           (CEI)





                                Parcel No. 130

    Situated in the City of North Olmsted, County of Cuyahoga and
State of Ohio, and known as being part of Original Dover Township
Lot No. 19, and bounded and described as follows:

    Beginning in the center of Lorain Road, 80 feet wide, said begin-
ning point being South 52 degrees 39' West and 79.43 feet distant measured
along the center line of Lorain Road from a spike on the Original Lot
line dividing Original Lot No. 19 and Original Lot No. 20 and the
center line of Lorain Road; thence South 40 degrees 34' East 97.08 feet to a
stake on the Original Lot line, said stake being South and 121.89 feet
distant from the center of Lorain Road; thence South along Original
Lot line 170.03 feet to a stake; thence North 37 degrees 21' West 232.12 feet
to a point in the center of Lorain Road; thence North 52 degrees 39' East
97.75 feet, measured along the center line of Lorain Road, to a place
of beginning, and containing .383 of an acre of land, be the same more
or less, but subject to all legal highways.

    Excepting therefrom that part thereof dedicated for the widening
of Lorain Road from 60 feet to 80 feet, by Dedication Plat recorded
in Volume 130, Page 240 of Cuyahoga County Records.

    Parcel No. 130 being the premises conveyed to the Company by
deed recorded in Volume 12163, Page 109 of Cuyahoga County Record
of Deeds.

    Parcel No. 130 is subject to an easement for sewer purposes as
shown in an instrument recorded in Volume 9973, Page 229 of Cuya-
hoga County Record of Deeds.

                            PAINESVILLE PLANT SITE

                                Parcel No. 131

    Situated in the Township of Painesville, County of Lake and
State of Ohio and known as being a part of Lot No. 4 in Tract 2 in
said Township, and bounded and described as follows:

    Beginning in the center line of Lake Road (formerly Hardy
Road), 60 feet in width, at its intersection with the westerly line of
said Lot No. 4 in Tract No. 2 in said Township;

    Course No. 1: Thence North 86 degrees 46' 35" East along the said
center line of Lake Road, a distance of 1492.02 feet to the easterly
line of said Lot No. 4 in Tract No. 2, being also the southwesterly
corner of Lot No. 27 in Tract No. 1 in Painesville Township;

    Course No. 2: Thence North 00 degrees 04' 23" East along the dividing
line between Lot No. 4 in Tract No. 2 and Lot No. 27 in Tract No. 1
in Painesville Township, at a distance of 1408.76 feet passing the


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                                                                           (CEI)





waters edge of Lake Erie, October 27, 1966, to the low water mark
of Lake Erie;

    Course No. 3: Thence from the intersection of the last described
course with the waters edge of Lake Erie, October 27, 1966, south-
westerly along said waters edge, the following courses and distances:

    thence South 56 degrees 48' 43"  West, 93.575 feet;
    thence South 53 degrees 21' 10"  West, 401.00 feet;
    thence South 47 degrees 03' 28"  West, 400.50 feet;
    thence South 59 degrees 53' 19"  West, 303.00 feet;
    thence South 61 degrees 56' 23"  West, 300.00 feet;
    thence South 71 degrees 40' 10"  West, 102.00 feet;
    thence North 83 degrees 06' 20"  West, 100.50 feet;
    thence South 72 degrees 26' 00"  West, a distance of 89.04 feet to the
intersection with the westerly line of the aforementioned Lot No. 4
in Tract No. 2 in Painesville Township, said last above point of inter-
section being distant South 01 degrees 08' 55" East an undeterminable dis-
tance from the low water mark of Lake Erie;

    Course No. 4: Thence from said last above point of intersection
South 0 degrees 08' "55" East, a distance of 580.33 feet to the place of begin-
ning and containing within the above-described premises 31.4007
acres of land, more or less, to the waters edge of Lake Erie, October
27, 1966, according to the survey of George M. Garrett and Associates,
Registered Engineers and Surveyors, together with all such right,
title and interest as the Grantor may have in and to the waters of
Lake Erie and the land underneath said waters appurtenant to said
premises, and also all littoral and riparian rights, all rights of flowage
and use of the waters of Lake Erie appurtenant to said premises, but
subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

                                Parcel No. 132

    Situated in the Township of Painesville, County of Lake and State
of Ohio and known as being a part of Lot No. 1 in Tract No. 1 and
a part of Lot No. 4 in Tract No. 2 in said Township and bounded and
described as follows:

    Beginning in the center line of Lake Road (formerly Hardy
Road), 60 feet in width, at its intersection with a line drawn parallel
to and distant 650.00 feet southwesterly by rectangular measurement
from the easterly line of Lot No. 27, Tract No. 1 in said Township,
said point being distant South 86 degrees 46' 35" West as measured along


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                                                                           (CEI)





said center line from the southeasterly corner of said Lot No. 27 in
Tract No. 1, a distance of 650.825 feet;

    Course No. 1: Thence South 86 degrees 46' 35' West along the center
line of Lake Road, a distance of 2297.295 feet to its intersection with
the westerly line of Lot No. 4 in Tract No. 2, as aforementioned;

    Course No. 2: Thence South 01 degrees 08' 55" East along said westerly
line, a distance of 1143.625 feet to its intersection with a line drawn
parallel to and distant 1142.875 feet southeasterly by rectangular
measurement from the center line of Lake Road, as aforementioned;

    Course No. 3: Thence North 8 degrees 46' 35" East along said parallel
line, a distance of 2027.86 feet to its intersection with a northwesterly
line of a strip of land, 50 feet in width, conveyed to The Fairport
Painesville and Eastern Railroad Company by deed dated March 20,
1937 and recorded in Volume 160, page 273 of Lake County Records;

    Course No. 4: Thence North 38 degrees 55' 45" East along said north-
westerly line, a distance of 399.57 feet to its intersection with the
southerly prolongation of the aforementioned line drawn parallel to
and distant 650.00 feet southwesterly by rectangular measurement
from the easterly line of Lot No. 27 in Tract No. 1, Painesville Town-
Ship;

    Course No. 5: Thence North 00 degrees 20' 15" West along the south-
erly prolongation of said parallel line, a distance of 847.725 feet to
the place of beginning, and containing 59.2000 acres of land accord-
ing to the survey of George M. Garrett and Associates, Registered
Engineers and Surveyors, but subject to all legal highways.

                                Parcel No. 133

    Situated in the Township of Painesvilie, County of Lake and
State of Ohio, and known as being a part of Lot No. 1 in Tract No. 1
and a part of Lot No. 4 in Tract No. 2 in said Township, and bounded
and described as follows:

    Beginning at the intersection of the westerly line of said Lot No.
4 in Tract No. 2 with a northwesterly line of a strip of land, 50 feet
in width, conveyed to The Fairport, Painesville and Eastern Railroad
Company by deed dated March 20, 1937 and recorded in Volume 160,
Page 273 of Lake County Deed Records;

    Course No. 1: Thence North 38 degrees 55' 45" East along said north-
westerly line, a distance of 3188.68 feet to its intersection with a line
drawn parallel to and distant 1142.875 feet southeasterly by rectangu-
lar measurement from the center line of Lake Road (formerly Hardy
Road), 60 feet in width;


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<PAGE>   375
                                                                           (CEI)




    Course No. 2: Thence South 86 degrees 46' 35" West along said parallel
line, a distance of 2027.86 feet to its intersection with the westerly
line of Lot No. 4 in Tract No. 2, as aforementioned;

    Course No. 3: Thence South 01 degrees 08' 55" East along said westerly
line, a distance of 1104.31 feet to an angle therein;

   Course No. 4: Thence South 00 degrees 03' 03" West, continuing along
the westerly line of said Lot No. 4 in Tract No. 2, a distance of
1262.43 feet to the place of beginning, and containing 54.6900 acres
of land according to the survey of George M. Garrett and Associates.
Registered Professional Engineers and Surveyors.

                                Parcel No. 134

    Situated in the Township of Painesville, County of Lake and
State of Ohio, and known as being a part of Lot No. 1 in Tract No. 1
in said Township, and bounded and described as follows:

    Beginning in the center line of Lake Road (formerly Hardy
Road), 60 feet in width, at its intersection with a line drawn parallel
to and distant 650.00 feet southwesterly by rectangular measurement
from the easterly line of Lot No. 27 in Tract No. 1 in said Township,
said point being distant South 86 degrees 46' 35" West as measured along
said center line from the southeasterly corner of said Lot No. 27 in
Tract No. 1, a distance of 650.825 feet;

    Course No. 1: Thence South 00 degrees 20' 15" East along said parallel
line, a distance of 847.725 feet to its intersection with a northwesterly
line of a strip of land, 50 feet in width, conveyed to The Fairport,
Painesville and Eastern Railroad Company by deed dated March 20,
1937 and recorded in Volume 160, Page 273 of Lake County Records;

    Course No. 2: Thence North 38 degrees 55' 45" East along said north-
westerly line, a distance of 768.58 feet to a point of curvature therein;

    Course No. 3: Thence northeasterly along the arc of a curve de-
flecting to the right, a distance of 321.65 feet to its intersection with
the center line of Bacon Road, 60 feet in width, said curved line having
a radius of 906.946 feet and a chord which bears North 40 degrees 05' 21"
East a distance of 319.97 feet;

    Course No. 4: Thence North 00 degrees 02' 00" West along the center
line of Bacon Road, being also the easterly line of Lot No. 1 in Tract
No. 1 as aforementioned, a distance of 81.37 feet to the center line of
Lake Road, as aforementioned;

    Course No. 5: Thence South 86 degrees 46' 35" West along the center
line of Lake Road, being along the northerly line of Lot No. 1 in Tract
No. 1 and the southerly line of Lots Nos. 26 and 27 in Tract No. 1,

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<PAGE>   376
                                                                           (CEI)





a distance of 730.855 feet to the place of beginning, and containing
7.2123 acres of land according to the survey of George M. Garrett and
Associates, Registered Engineers and Surveyors, be the same more or
less, but subject to all legal highways.

    Parcels Nos. 131, 132, 133 and 134 being the premises conveyed
to the Company by deed recorded in Volume 702, Page 455 of Lake
County Record of Deeds.

    Parcels Nos. 131, 132, 133, and 134 are subject to easements for
various purposes as shown in instruments recorded in Lake County
Records, as follows:

               Purpose of Easement       Volume   Page     Record
               -------------------       ------   ----     ------

1.   Watercourse relocation for
      animal watering place ..............  26     208    Mortgages
2.   Pipe line ...........................  71     343    Deeds
3.   Pipe line ........................... 103      60    Deeds
4.   Drainage ditch ...................... 122     104    Mortgages
5.   Pipe line ........................... 282     119    Mortgages
6.   Pipe line ........................... 282     273    Mortgages
7.   Pipe line ........................... 370      78    Deeds
8.   Pipe line-modification .............. 626     403    Deeds
9.   Spur railroad track ................. 702     445    Deeds
10.  Pipe line ........................... 777      97    Deeds
11.  Pipe line-modification .............. 777     102    Deeds

The easements numbered 2, 3 and 5. above, have been assigned as
shown in an instrument recorded in Volume 437, Page 383 of Lake
County Record of Mortgages.

                        PAINESVILLE TOWNSHIP PLANT SITE

                                Parcel No. 135

    Situated in the Township of Painesville, County of Lake and State
of Ohio, and known as being a part of Lot No. 27 in Tract No. 1 in said
township, and bounded and described as follows:

    Beginning in the center line of Lake Road (formerly Hardy
Road), 60 feet in width, at the southwesterly corner of said Lot No.
27 in Tract No. 1 in said Township;

    Course No. 1: Thence North 86 degrees 46' 35" East along the center
line of Lake Road, being also the southerly line of said Lot No. 27 in
Tract No. 1, a distance of 805.275 feet to its intersection with a line
drawn parallel to and distant 650.00 feet southwesterly by rectangular
measurement from the easterly line of said Lot No. 27 in Tract No. 1;

    Course No. 2: Thence North 00 degrees 20' 15" West along said parallel
line, at a distance of 1923.23 feet passing the waters edge of Lake
Erie, October 27, 1966, to the low water mark of Lake Erie;

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                                                                           (CEI)





    Course No. 3: Thence from the intersection of the last described
course with the waters edge of Lake Erie, October 27, 1966, south-
westerly along said waters edge, the following courses and distances
    thence South 57 degrees 01' 50" West, 99.08 feet;
    thence South 52 degrees 16' 40" West, 200.00 feet;
    thence South 58 degrees 10' 43" West, 250.30 feet;
    thence South 50 degrees 50' 40" West, 250.50 feet;
    thence South 56 degrees 48' 46" West, a distance of 170.425 feet to the
intersection with the westerly line of the aforementioned Lot No. 27
in Tract No. 1 in Painesville Township, said last above point of inter-
section being distant South 00 degrees 04' 23" West an undeterminable dis-
tance from the low water mark of Lake Erie;

    Course No. 4: Thence from said last above point of intersection
South 00 degrees 04' 23" West, a distance of 1408.76 feet to the place of
beginning,

and containing 30.5532 acres of land, more or less, to the waters edge
of Lake Erie October 27, 1966, according to the survey of George M.
Garrett and Associates, Registered Engineers and Surveyors,

Together with all such right, title and interest as the Grantors may
have in and to the waters of Lake Erie and the land underneath said
waters appurtenant to said premises, and also all littoral and riparian
rights, all rights of flowage and use of the waters of Lake Erie ap-
purtenant to said premises,

be the same more or less, but subject to all legal highways.

    Parcel No. 185 being part of the same premises conveyed to the
Company by deed recorded in Volume 525, Page 300 of Lake County
Record of Deeds.

                               PERRY PLANT SITE

                                 Parcel No. 136

    Situated partly in the Village of North Perry and partly in the
Township of Perry, County of Lake and State of Ohio, and known as
being a part of Original Parry Township Lots Nos. 105 and 106,
bounded and described as follows:

    Beginning at a pump log monument, which is the point of inter-
section of the centerline of Lockwood Road with the centerline of
Center Road; thence South, along the center line of Center Road,
a distance of 134.00 feet to a point in the Northeasterly corner of land
conveyed to Donald A. and Mary Ann St. Julian by deed recorded in
Volume 463, Page 222 of Lake County Records of Deeds; thence
Northwesterly along the Northerly line of land conveyed to said St.
Julian 230.00 feet to a point in the Northwesterly corner of land con-
veyed to St. Julian; thence Southerly and parallel to the centerline
of said Center Road 100 feet to a point in the Southwesterly corner of

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<PAGE>   378
                                                                           (CEI)





land conveyed to said St. Julian; thence Southeasterly parallel to the
Northerly line of land conveyed to said St. Julian 230.00 feet to a point in
the center line of said Center Road; thence South along the centerline of said
Center Road 370.2 feet to a point in the North East corner of land conveyed to
Frank C. Wood, by deed, dated April 5.  1900, and recorded in Volume 31, Page
453 of Lake County Records; thence South 89 degrees 08' 45" West along the
North line of land of said Wood (at 1893.83 feet passing through an iron pipe
stake near the top of the bank) a distance of 2091.21 feet to the Shore of Lake
Erie; thence North Easterly along the shore of Lake Erie, by the following
courses and distances; North 54 degrees 15' 20" East 855.24 feet North 59
degrees 19' East 709.67 feet, North 67 degrees 20' 40" East 385.65 feet; thence
Northeasterly along the shore of Lake Erie to a point in the North- westerly
corner of land conveyed to Charles W. and Martha M. Bradler by dead recorded in
Volume 458, Page 344 of Lake County Records of Deeds; thence Southerly along a
Westerly line of land conveyed to said Bradler 270.20 feet to an angle therein;
thence Easterly con- tinuing along said Bradler's line 98.92 feet to an angle
therein; thence Southerly continuing along said Bradler's line 166.75 feet to a
point in the centerline of Lockwood Road; thence Southwesterly along the
centerline of said Lockwood Road 38.90 feet to the place of beginning and
containing about 29.861 acres of land, of which 15.79 acres are in Lot No. 105
and 14.071 acres are in Lot No. 106, be the same more or less, but subject to
all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    Parcel No. 136 being the premises conveyed to the Company by
deed recorded in Volume 596, Page 381 of Lake County Record of
Deeds.

                             SANDY SUBSTATION

                              Parcel No. 137

    Situated in the Township of Madison, County of Lake and State
of Ohio, and known as being part of Original Madison Township
Cowles Lot Tract No. 2 and bounded and described as follows: Be-
ginning on the center line of North Ridge Road at the Northwesterly
corner of land conveyed to Joseph G. Sintic and Marjorie Sintic by
deed recorded in Volume 516, Page 43 of Lake County Records;
thence Southerly along the Westerly line of land so conveyed to
Joseph G. and Marjorie Sintic, 460.00 feet; thence Westerly at right
angle to said Westerly line 150.00 feet; thence Northerly parallel
with said Westerly line, about 484.31 feet to the center line of North
Ridge Road; thence Easterly along the center line of North Ridge
Road, about 151.96 feet to the place of beginning, containing about


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<PAGE>   379
                                                                           (CEI)





1.626 acres of land, be the same more or less, but subject to all legal
highways.

    Parcel No. 137 being the premises conveyed to the Company by
deed recorded in Volume 610, Page 35 of Lake County Record of
Deeds.

    Parcel No. 137 is subject to an easement for public highway
purposes as shown in an instrument recorded in Volume 163, Page
621 of Lake County Record of Deeds and a lease for oil and gas
purposes as shown in a lease recorded in Volume 7, Page 416 of
Lake County Record of Leases.

                             SOLON SERVICE CENTER

                               Parcel No. 138

    Situated in the City of Solon, County of Cuyahoga and State of
Ohio, and known as being part of Original Solon Township Lot No.
8, Tract No. 2 and bounded and described as follows:

    Beginning on the center line of Solon Road, 60 feet wide, at a
point North 89 degrees 03' 00" East 283.20 feet, measured along said center
line from its intersection with the center line of Cochran Road, 60 feet
wide; thence continuing North 89 degrees 03' 00" East along the center
line of Solon Road, 200 feet; thence North 0 degrees 16' 30" West parallel
with the center line of Cochran Road about 725 feet to the Southerly
line of land conveyed to Emanuel Hribal and Mary Hribal by deed
dated April 6, 1920 and recorded in Volume 2387, Page 165 of Cuya-
hoga County Records; thence South 89 degrees 14' 53" West along the
Southerly line of land so conveyed to Emanuel and Mary Hribal 200
feet to a point 283.19 feet Easterly, measured along said Southerly
line from the center line of Cochran Road; thence South 0 degrees 16' 30"
East about 725 feet to the place of beginning, be the same more or
less, but subject to all legal highways.

    Parcel No. 188 being the premises conveyed to the Company by
deed recorded in Volume 10375, Page 731 of Cuyahoga County Rec-
ord of Deeds.

                         SOLON SERVICE CENTER ADDITION

                                Parcel No. 139

    Situated in the City of Solon, County of Cuyahoga and State of
Ohio, and known as being part of Original Solon Township Lot No.
8, Tract No. 2, and bounded and described as follows:

    Beginning on the center line of Cochran Road (60 feet wide) at
a point North 0 degrees 16' 30" West 400 feet, measured along said center
line from the intersection of said line with the center line of Solon


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<PAGE>   380
                                                                           (CEI)





Road (60 feet wide); thence continuing North 0 degrees 16' 30" West along
said center line 100 feet; thence North 89 degrees 03' 00" East, parallel with
the center line of Solon Road, 283.20 feet; thence South 0 degrees 16' 30"
East 100 feet; thence South 39 degrees 03' 00" West 283.20 feet to the place
of beginning, be the same more or less, but subject to all legal
highways.

    Parcel No. 139 being the premises conveyed to the Company by
deed recorded in Volume 11846, Page 223 of Cuyahoga County Record
of Deeds.


                          STRONGSVILLE SERVICE CENTER

                               Parcel No. 140

    Situated in the City of Strongsville, County of Cuyahoga and
State of Ohio, and known as being part of Original Strongsville Town-
ship Lot No. 54, and bounded and described as follows:

    Beginning at a point in the center line of Pearl Road, formerly
Wooster Pike, distant North 7 degrees 26' West, 358.35 feet from its inter-
section with the Northerly line of a parcel of land conveyed to Lorene
Witt, by Deed recorded in Volume 4865, Page 77 of Cuyahoga County
Records; thence North 7 degrees 26' West along the center line of Pearl Road,
377.54 feet to the Northerly line of a parcel of land conveyed to John
C. Halada, by Deed recorded in Volume 2887, Page 103 of Cuyahoga
County Records; thence South 87 degrees 52' West along the Northerly line
of said land conveyed to John C. Halada, 843.61 feet to a stone monu-
ment found in the Westerly line of Original Lot No. 54; thence South
0 degrees 00' 40" East along the Westerly line of said Original Lot No. 54,
376.19 feet to a point; thence North 87 degrees 52' East, 892.42 feet to the
beginning, and containing 7.491 acres of land, according to the survey
of Warren J. Root, Civil Engineer and Surveyor, be the same more
or less, but subject to all legal highways.

    Parcel No. 140 being the premises conveyed to the Company by
deed recorded in Volume 11387, Page 157 of Cuyahoga County Record
of Deeds.

    Parcel No. 140 is subject to: easements for pipe line purposes as
shown in instruments recorded in Volume 1567, Page 611b and
Volume 1699, Page 235b, as partially released as shown in an in-
strument recorded in Volume 9906, Page 124; an easement for public
highway purposes as shown in an instrument recorded in Volume
8038, Page 353; and, an easement for pipe line purposes as shown
in an instrument recorded in Volume 9906, Page 124; all in Cuy-
ahoga County Record of Deeds.


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                                                                           (CEI)





                     STRONGSVILLE SERVICE CENTER ADDITION

                                Parcel No. 141

    Situated in the City of Strongsville, County of Cuyahoga and
State of Ohio, and known as being a part of Original Strongsville
Township Lots Nos. 54 and 67, and bounded and described as follows:

    Beginning at a stone monument found in the Westerly line of
said Original Lot No. 54 at the Northwesterly corner of land conveyed
to Ella M. Halada by deed dated June 24, 1938 and recorded in
Volume 4860, Page 180 of Cuyahoga County Records, said place of
beginning being also a Southwesterly corner of land conveyed to
Strongsville Industrial Park Inc. by deed dated August 13, 1964 and
recorded in Volume 11182, Page 605 of Cuyahoga County Records;

    Course No. 1: Thence North 87 degrees 52' 00" East along the dividing
line between lands so conveyed, a distance of 80 feet;

    Course No. 2: Thence North 1 degree 18' 36" West, a distance of
354.49 feet to a point in the Southerly line of Progress Drive, 60
feet in width;

    Course No. 3: Thence South 88 degrees 41' 24" West along the Southerly
line of said Progress Drive, a distance of 80 feet;

    Course No. 4: Thence South 1 degrees 44' 20" East, a distance of 267.67
feet to the most Northeasterly corner of land conveyed to George C.
Sorm and Agnes Sorm by deed dated September 30, 1946 and recorded
in Volume 6229, Page 427 of Cuyahoga County Records;

    Course No. 5: Thence South 00 degrees 00' 40" East, along an Easterly
line of land so conveyed to George C. Sorm and Agnes Sorm, being
along the aforementioned Westerly line of Original Lot No. 54, a
distance of 88 feet to the place of beginning, and containing 0.64390
acres of land according to the survey of George M. Garrett & Asso-
ciates, Registered Engineers and Surveyors, be the same more or
less, but subject to all legal highways.

    Parcel No. 141 being the premises conveyed to the Company by
deed recorded in Volume 11639, Page 759 of Cuyahoga County Record
of Deeds.

    Parcel No. 141 is subject to an easement for pipe line purposes as
shown in instruments recorded in Volume 1699, Page 233 and Volume
4254, Page 680 of Cuyahoga County Record of Deeds and an ease-
ment for sewer purposes as shown in an instrument recorded in
Volume 11370, Page 497 of Cuyahoga County Record of Deeds.

                    ZENITH SUBSTATION

                       Parcel No. 142

    Situated in the City of Conneaut, formerly the township of Con-
neaut, County of Ashtabula, and State of Ohio and being part of

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                                                                           (CEI)





original Lot Number thirty-nine (30), Township Number Thirteen
(13), First Range of The Connecticut Western Reserve, and bounded
and described as follows:

    On the North by the North line of said Lot Number Thirty-Nine
(39) and which is also the South line of lands of Mott Watson and
Harry Hall; on the West by lands now or formerly owned by Harry
Hall;  on the East by the center of the Center Road, so called and on
the South by a line parallel with the North line and far enough
southerly therefrom to contain within the above described boundaries
exactly twenty acres of land, be the same more or less, but subject
to all legal highways.

    Parcel No. 142 being the premises conveyed to the Company by
deed recorded in Volume 646, Page 618 of Ashtabula County Record
of Deeds.




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                             INTENTIONALLY BLANK]





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                                                                           (CEI)





                               ASTOR SUBSTATION
Parcel No. 1

    Situated in the City of Avon, County of Lorain and State of
Ohio, and known as being a part of Original Avon Township Section
No. 4, and bounded and described as follows:

    Beginning on the easterly line of said Section No. 4 at its inter-
section with a line drawn parallel to and distant 52.00 feet Southerly
by rectangular measurement from the southerly right of way line
of the Norfolk and Western Railway Company, formerly The New
York, Chicago and St. Louis Railway Company; thence due West
along said parallel line, a distance of 606.89 feet; thence South 79 degrees
54' 32" West, a distance of 152.77 feet to its intersection with a line drawn
parallel to and distant 225.00 feet southeasterly by rectangular mea-
surement from The Cleveland Electric Illuminating Company's Survey
Base Line and Center line of High Tension Transmission Line; thence
South 00 degrees 22' 10" West along said last mentioned parallel line, a
distance of 250.46 feet to the Northerly line of land in Parcel No. 2
conveyed to Virginia Holding Company by deed dated September 27,
1966 and recorded in Volume 934, Page 320 of Lorain County Deed
Records; thence North 89 degrees 58' 55" East along the Northerly line of
land in said Parcel No. 2 so conveyed, a distance of 125.00 feet to a
point, said point being distant South 89 degrees 58' 55" West a distance of
631.725, as measured along the Northerly line of land in said Parcel
No. 2 from its intersection with the center line of Moore Road, being
also the easterly line of Section No. 4, as aforementioned; thence North
44 degrees 58' 55" East, a distance of 349.79 feet to its intersection with a
line drawn parallel to Course No. 1 hereinabove described and distance
29.76 feet southerly by rectangular measurement therefrom; thence
due East along said parallel line, a distance of 386.42 feet to the
easterly line of Section No. 4, as aforementioned; thence North
00 degrees 27' 10" East along the Easterly line of Section No. 4, a distance
of 29.76 feet to the place of beginning and containing 1.8788 acres of
land according to the survey of George M. Garret and Associates,
Registered Professional Engineers and Surveyors, be the same more or
less, but subject to all legal highways.

Parcel No. 1 being the premises conveyed to the Company by deed
recorded in Volume 983, Page 808 of Lorain County Record of Deeds.



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                               DAWSON SUBSTATION

Parcel No. 2

    Situated in the City of Westlake, County of Cuyahoga and State
of Ohio, and known as being part of Original Dover Township Lot
No. 76 and part of First Street now vacated, and bounded and de-
scribed as follows:

    Beginning on the center line of Canterbury Road, 60 feet wide,
at the Southeasterly corner of land conveyed to The Cleveland Electric
Illuminating Company by Deed dated October 21, 1966, and recorded
in Volume 11874, Page 213 of Cuyahoga County Records; thence
Southerly along the center line of Canterbury Road, 100 feet; thence
Westerly parallel with the Southerly line of land so conveyed to The
Cleveland Electric Illuminating Company, 430 feet; thence Northerly
parallel with the center line of Canterbury Road, 100 feet to the South-
westerly corner of land so conveyed to The Cleveland Electric Illumi-
nating Company; thence Easterly along the Southerly line of land
so conveyed, 430 feet to the place of beginning, containing 0.987 Acres
of land, be the same more or less, but subject to all legal highways.

    Parcel No. 2 being the premises conveyed to the Company by
deed recorded in Volume 12545, Page 941 of Cuyahoga County Record
of Deeds.

    Parcel No. 2 is subject to two easements for gas pipeline pur-
poses recorded in Volume 1939, Page 171 and Volume 3576, Page 307
of Cuyahoga County Record of Deeds; slope rights as shown on a plat
recorded in Volume 185, Pages 23 and 24 of Cuyahoga County Record
of Maps; an easement for gas and oil purposes recorded in Volume
162, Page 193 of Cuyahoga County Record of Leases; and, an ease-
ment for sewer purposes recorded in Volume 10652, Page 59 of Cuya-
hoga County Record of Deeds and assigned by instrument recorded
in Volume 12526, Page 925 of Cuyahoga County Record of Deeds.

                                ERIE SUBSTATION

Parcel No. 8

    Situated in the City of Strongsville, County of Cuyahoga and
State of Ohio, and known as being part of Original Strongsville Town-
ship Lot No. 78, and bounded and described as follows:

    Beginning at a point in the center line of Albion Road, distant
North 86 degrees 37' 30" East, 350 feet from the Northwesterly corner of
land conveyed to Ellen Seidel, by Deed recorded in Volume 3143, Page
272 of Cuyahoga County Records; thence South 0 degrees 30' 50" East,
parallel with the Westerly line of lands conveyed to Ellen Seidel, 405


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                                                                           (CEI)





feet to a point; thence North 89 degrees 29' 10" East, 113.54 feet to a point
in the Northwesterly line of lands conveyed to the Cleveland, Lorain
and Wheeling Railway Company, by Deed recorded in Volume 581,
Page 164 of Cuyahoga County Records; thence North 22 degrees 29' 30" East
along the Northwesterly line of said lands conveyed to the Cleveland,
Lorain and Wheeling Railway Company, 457.45 feet to a point in the
center line of Albion Road; thence Southwesterly 44.71 feet along the
arc of a circle deflecting to the right, having a radius of 1365.73 feet
and a chord which bears South 85 degrees 41' 10" West, 44.71 feet to a
point of tangent in the center line of Albion Road; thence South
86 degrees 37' 30" West along the center line of Albion Road, 244.83 feet
to the place of beginning, containing 1.8920 acres of land, be the same
more or less, but subject to all legal highways.

Parcel No. 3 being the premises conveyed to the Company by journal
entry dated June 3, 1969, in appropriation Case No. 734156 in the
Probate Court of Cuyahoga County recorded in Volume 12525, page
709 of Cuyahoga County Record of Deeds.


                               FABER SUBSTATION

Parcel No. 4

    Situated in the City of Parma, County of Cuyahoga and State of
Ohio, and known as being part of Original Parma Township Lot No.
39, Ely Tract, and bounded and described as follows:

    Beginning at a point on the centerline of York Road (60 feet wide)
at the Northeast corner of a parcel of land conveyed to Erica D. Miller
by deed recorded in Volume 12371, Page 881 of Cuyahoga County
Deed Records; thence South 0 degrees 34' 30" East along the center line of
York Road, as aforesaid, 123.89 feet to a point; thence North 34 degrees 57'
30" West 140.40 feet to a point; thence North 88 degrees 22' 08" West 235.80
feet to a point on the Westerly line of said parcel conveyed to Erica
D. Miller; thence North 0 degrees 06' 00" West along the Westerly line of
said parcel conveyed to Erica D. Miller, 100.96 feet to a point at the
Northwesterly corner thereof; thence North 89 degrees 29' 30" East along the
Northerly line of said parcel conveyed to Eric& D. Miller, 374.51 feet
to a point on the centerline of York Road, as aforesaid, and the place
of beginning and containing 0.9452 of an acre of land according to a
survey by The Western Reserve Engineering and Surveying Company
in March, 1969, be the same more or less, but subject to all legal
highways.

Parcel No. 4 being the premises conveyed to the Company by deed
recorded in Volume 12509, Page 87 of Cuyahoga County Record of
Deeds.


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                                                                           (CEI)





                              GABRIEL SUBSTATION

Parcel No. 5

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being part of Original Brooklyn Township Lot
No. 9, and bounded and described as follows:

    Beginning on the Northeasterly line of Detroit Avenue N.W.,
66 feet wide, at the most Westerly corner of Parcel No. 1 of lands
conveyed to the City of Cleveland by Deed dated May 1, 1953, and
recorded in Volume 7824, Page 524 of Cuyahoga County Records;
thence Northwesterly along the Northeasterly line of Detroit Avenue
N.W., 200 feet; thence Northeasterly at right angles to the North-
easterly line of Detroit Avenue N.W., 100 feet; thence Southeasterly
parallel with the Northeasterly line of Detroit Avenue N.W., 200 feet;
thence Southwesterly in a direct line, being partly along the North-
westerly line of land conveyed to the City of Cleveland as aforesaid,
100 feet to the place of beginning, containing 0.458 of an acre of land,
be the same more or less, but subject to all legal highways.

Parcel No. 5 being the premises conveyed to the Company by deed
recorded in Volume 12545, page 377 of Cuyahoga County Record of
Deeds.

                               INGALL SUBSTATION

Parcel No. 8

    Situated in the City of East Cleveland, County of Cuyahoga and
State of Ohio, and known as being a part of Original One Hundred
Acre Lot No. 381, and bounded and described as follows:

    Commencing at the point of intersection of the center line of
Phillips Avenue, 60 feet wide, and the center line of Hayden Avenue
(formerly known as Phillips Street or Avenue and as East 131st
Street), 60 feet wide, said point being marked by a stone monument
set 0.03 of a foot Easterly from said intersection; thence North
00 degrees 50' 00" East along said center line of Hayden Avenue a distance
of 10.16 feet to a point marked by a stone monument; thence continu-
ing North 00 degrees 50' 00" East along said center line of Hayden Avenue
a distance of 2.23 feet to a point in the Northwesterly prolongation
of the dividing line between the land of the Grantor herein and the
land now or formerly of the City of Cleveland; thence South 44 degrees 47'
30" East along said prolonged line, and passing over a drill hole in
the sidewalk at a distance of 40.58 feet from the beginning of this
course, a distance of 41.98 feet to the point in the Easterly line of
Hayden Avenue at the Northwesterly corner of the land which was



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                                                                           (CEI)





conveyed by The Cleveland Trust Company to the Grantor herein by
Deed dated April 24, 1931 and recorded in Volume 4162, Page 638 of
said Deed Records, said point being the principal place of beginning
of this Parcel;

    Course 1: Thence South 44 degrees 47' 30" East along the Northeasterly
line of the land conveyed as last aforesaid and being along said divid-
ing line, a distance of 165.39 feet to the point marked by an iron pin
at the Northeasterly corner of the land so conveyed, said point being
also in the Westerly line of the land of New York Central Railroad
Company;

    Course 2: Thence Southerly along the Easterly line of the land
conveyed as last aforesaid, being along a curve to the right and along
the dividing line between said land and the land of said Railroad
Company, an arc distance of 91.27 feet to the point marked by an
iron pin at the Southeasterly corner of the land so conveyed, said
curve having a radius of 1835.08 feet and a chord which bears South
06 degrees 21' 15" West, 91.26 feet to said point;

    Course 3: Thence North 89 degrees 10' 00" West along the Southerly
line of the land conveyed as last aforesaid, being along an offset in
the last mentioned dividing line and along the Northerly line of a
certain 21,559 square foot parcel of land now or formerly of The
Cleveland Trust Company, a distance of 109.43 feet to the point in
the Easterly line of Hayden Avenue at the Southwesterly corner of
the land so conveyed, said point being marked by a drill hole in the
concrete base for the fence post at said corner;

    Course 4: Thence North 00 degrees 50' 00" East along the Westerly line
of the land conveyed as last aforesaid and being along said Easterly
lane of Hayden Avenue a distance of 206.50 feet to the principal place
of beginning, and containing 0.3951 of an acre (17,210 square feet)
more or less, according to the Survey made in May, 1955, by Frank
N. Riley, Ohio Registered Surveyor No. 3888; but subject to all legal
highways.

Parcel No. 7

    Situated in the City of East Cleveland, County of Cuyahoga and
State of Ohio, and known as being part of Original One Hundred Acre
Lot No. 381, and bounded and described as follows:

    Commencing at the point of intersection of the center line of
Phillips Avenue, 60 feet wide), and the center line of Hayden Avenue
(formerly known as Phillips Street or Avenue and as East 131st
Street), 60 feet wide, said point being marked by a stone monument
set 0.03 of a foot Easterly from said intersection; thence North


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<PAGE>   388
                                                                           (CEI)





00 degrees 50' 00" East along said center line of Hayden Avenue, a distance
of 10.16 feet to a point marked by a stone monument; thence continu-
ing North 00 degrees 50' 00" East along said center line of Hayden Avenue
a distance of 2.23 feet to a point in the Northwesterly prolongation of
the dividing line between the land now or formerly of The Cleveland
Union Terminals Company and the land now or formerly of the City
of Cleveland; thence South 44 degrees 47' 30" East along said prolonged line,
and passing over a drill hole in the sidewalk at a distance of 40.58
feet from the beginning of this course, a distance of 41.98 feet to the
point in the Easterly line of Hayden Avenue at the Northwesterly
corner of the land which was conveyed by the Grantor herein to said
The Cleveland Union Terminals Company by Deed dated April 24,
1931 and recorded in Volume 4162, Page 638 of Cuyahoga County
Deed Records; thence South 00 degrees 50' 00" West along said Easterly
line of Hayden Avenue and being along the Westerly line of the land
conveyed as aforesaid, a distance of 206.50 feet to the point at the
Southwesterly corner of the land so conveyed, said point, which is
marked by a drill hole in the concrete base for the fence post at said
corner, being the principal place of beginning of the land herein
conveyed;

    Course 1: Thence South 89 degrees 10' 00" East along the Southerly
line of the land conveyed as aforesaid a distance of 97.50 feet to the
point marked by an iron pin at the Northwesterly corner of that
certain 6631 square foot parcel of land conveyed by the Grantor
herein to The New York Central Railroad Company by Deed dated
April 24, 1931 and recorded in Volume 4162, Page 639 of said Deed
Records;

    Course 2: Thence Southerly along the Westerly line of the land
conveyed to said Railroad Company as aforesaid and being along a
curve to the right, an arc distance of 386.97 feet to the point marked
by an iron pin in said Easterly line of Hayden Avenue at the South-
westerly corner of the land so conveyed, said curve having a radius
of 1432.69 feet and a chord which bears South 15 degrees 28' 20" West a
distance of 385.80 feet to said point;

    Course 3: Thence North 00 degrees 50' 00" East along said Easterly line
of Hayden Avenue a distance of 373.28 feet to the principal place of
beginning, and containing 0.4949 of an acre (21,559 square feet),
more or less, according to the Survey made in May, 1955, by Frank N.
Riley, Ohio Registered Surveyor No. 3888, but subject to all legal
highways.

Parcels Nos. 6 and 7 being the premises conveyed to the Company by
deed recorded in Volume 12388, Page 997 of Cuyahoga County
Record of Deeds.


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                                                                           (CEI)





                           LAKE SHORE PLANT ADDITION

Parcel No. 8

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being all of Sub Lots Nos. 46, 47, 48, 49 and 50
in W. J. Crawford's Subdivision of part of Original One Hundred Acre
Lot No. 349, as shown by the recorded plat in Volume 13 of Maps,
Page 29 of Cuyahoga County Records, and together forming a parcel
of land having a frontage of 260 feet on the Easterly side of East
70th Street, and extending back 174 feet on the Northerly line, 208.86
feet on the Southeasterly line, which is also the Northwesterly line of
The New York Central Railroad Company's right-of-way, and having
a rear lot line of 144.47 feet, as appears by said plat, be the same
more or less, but subject to all legal highways.

Parcel No. 9

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being all of Sub Lots Nos. 52, 53, 54, 55, 56 and
the Southerly 10 feet of Sub Lot No. 57 in W. J. Crawford's Sub-
division of part of Original One Hundred Acre Lot No. 349, as shown
by the recorded plat in Volume 13 of Maps, Page 29 of Cuyahoga
County Records, and together forming a parcel of land having a
frontage of 210 feet on the Easterly side of East 70th Street, and
extending back of equal width 174 feet, as appears by said plat, be
the same more or less, but subject to all legal highways.

Parcel No. 10

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being all of Sub Lots Nos. 63 and 64 in W. J.
Crawford's Subdivision of part of Original One Hundred Acre Lot
No. 349, as shown by the recorded plat in Volume 13 of Maps, Page
29 of Cuyahoga County Records, and together forming a parcel of
land having a frontage of 80 feet on the Easterly side of East 70th
Street, and extending back equal width 174 feet, as appears by said
plat, be the same more or less, but subject to all legal highways.

Parcels Nos. 8, 9 and 10 being the premises conveyed to the Company
by deed recorded in Volume 12507, Page 245 of Cuyahoga County
Record of Deeds.

Parcels Nos. 8, 9 and 10 are subject to easements for interceptor sani-
tary sewer purposes recorded in Volume 1294, Page 7, Volume 1294,
Page 9 and Volume 2038, Page 601 of Cuyahoga County Record of
Deeds and to easements for water line purposes recorded in Volume
7280, Page 508 and Volume 7426, Page 226 of Cuyahoga County
Record of Deeds.


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                           MAYFIELD SERVICE CENTER

Parcel No. 11

    Situated in the Village of Mayfield, County of Cuyahoga and State
of Ohio, and known as being a part of Original Mayfield Township
Lot No. 45, Tract No. 1, and bounded and described as follows:

    Beginning on the center line of Wilson Mills Road, 80 feet wide,
at a point distant 412.09 feet bearing South 88 degrees 39' 50" East along
said center line, from the Southeasterly corner of land conveyed to
Shirley A. Vitek by deed dated August 1, 1952 and recorded in Volume
7610, Page 337 of Cuyahoga County Records; thence North 00 degrees 55'
20" East along the center line of a proposed 60 foot wide right-of-way,
1,918.82 feet to a point therein; thence South 88 degrees 23' 28" East, 30
feet to a point in the Easterly line of said proposed 60 foot wide
right-of-way and the principal place of beginning; thence North 00 degrees
55' 20" East, along said Easterly line of said proposed 60 foot wide
right-of-way, 362.09 feet to a point therein; thence South 87 degrees 25' 05"
East, 917.99 feet to the Northwesterly corner of a parcel of land con-
veyed to William and Olive Patterson by deed dated September 28,
1961 and recorded in Volume 10304, Page 257 of Cuyahoga County
Records; thence South 00 degrees 53' 04" West, along the Westerly line of
land so conveyed to William and Olive Patterson and along the
Westerly line of a parcel of land conveyed to Russell A. and Madelaine
A. Gullo by deed dated February 2, 1960 and recorded in Volume
9797, Page 695 of the Cuyahoga County Records, 346.50 feet to a
point in the Northerly line of a parcel of land conveyed to Durrell
Post by deed dated March 7, 1944 and recorded in Volume 5661, Page
529 of the Cuyahoga County Records; thence North 88 degrees 23' 28" West
along said Northerly line of land so conveyed to Durrell Post and a
Westerly prolongation thereof, 917.90 feet to the aforementioned
point in the Easterly line of a proposed 60 foot wide right-of-way and
the principal place of beginning, containing 7.47 acres of land, be
the same more or less, but subject to all legal highways.

Parcel No. 11 being the premises conveyed to the Company by deed
recorded in Volume 12388, Page 573 of Cuyahoga County Record of
Deeds.

Parcel No. 11 is subject to an easement for water line purposes
recorded in Volume 12349, Page 173 of Cuyahoga County Record of
Deeds and an easement for road purposes offered for dedication by a
plat recorded in Volume 203, Page 67 of Cuyahoga County Record of
Plats, but not accepted by the Village of Mayfield.




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                        PEPPER PIKE SUBSTATION ADDITION

Parcel No. 12

    Situated in the Village of Pepper Pike, County of Cuyahoga and
State of Ohio, and known as being part of Original Orange Township
Lot No. 8, Tract No. 2, and bounded and described as follows:

    Beginning on the center line of Pine Tree Road, 66 feet wide,
(formerly Kinsman Road) at the Northeasterly corner of land con-
veyed to The Cleveland Electric Illuminating Company by Deed dated
March 27, 1953, and recorded in Volume 7697, Page 104 of Cuyahoga
County Records; thence North 89 degrees 38' 00" East, along the center line
of Pine Tree Road, 81 feet to the Northeasterly corner of land con-
veyed to the Ceico Company, by Deed dated July 11, 1952, and recorded
in Volume 7606, Page 280 of Cuyahoga County Records; thence due
South along the Easterly line of land so conveyed to the Ceico Com-
pany, 283 feet; thence South 89 degrees 38' 00" West, 81 feet to the South-
easterly corner of land conveyed to The Cleveland Electric Illuminating
Company as aforesaid; thence due North along the Easterly line of
land so conveyed to The Cleveland Electric Illuminating Company,
283 feet to the place of beginning, containing 0.5262 acres of land,
be the same more or less, but subject to all legal highways.

Parcel No. 12 being the premises conveyed to the Company by deed
recorded in Volume 12389, Page 389 of Cuyahoga County Record of
Deeds.

Parcel No. 12 is subject to an easement for highway purposes recorded
in Volume 2295, Page 331 of Cuyahoga County Record of Deeds.

                           SYSTEM OPERATIONS CENTER

Parcel No. 13

    Situated in the City of Brecksville, County of Cuyahoga and State
of Ohio, and known as being part of Original Brecksville Township
Lot No. 60, and bounded and described as follows:

    Beginning at the Northeasterly corner of said Original Lot No.
60; thence North 89 degrees 28' 20" West 567 feet along the center line of
Miller Road (60 feet wide) which is also the Northerly line of said
Original Lot No. 60 to a point for the principal place of beginning of
premises herein described; thence North 89 degrees 28' 20" West 741 feet
along the said center line of Miller Road to a point; thence South
0 degrees 48' 40" West 740.80 feet parallel with the Easterly line of said
Original Lot No. 60 to a point in the Northerly line of Parcel No. 2
of land described in deed to Brecksville Development Company, re-
corded in Volume 11883, Page 107 of Cuyahoga County Records;
thence South 89 degrees 28' 20" East 741 feet along the Northerly line of
said Parcel No. 2 to a point; thence North 0 degrees 48' 40" East 740.80 feet

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                                                                           (CEI)





parallel with the Easterly line of said Original Lot No. 60 to a principal
place of beginning and containing about 12.5 Acres of land, be the
same more or less, but subject to all legal highways.

Parcel No. 13 being the premises conveyed to the Company by deed
recorded in Volume 12529, Page 25 of Cuyahoga County Record of
Deeds.

Parcel No. 13 is subject to an easement for highway slope right pur-
poses recorded in Volume 11688, Page 637 of Cuyahoga County Rec-
ord of Deeds.

                            WESTLAKE SERVICE CENTER

Parcel No. 14

    Situated in the City of Westlake, County of Cuyahoga and State
of Ohio, and known as being part of Original Dover Township Lot
No. 72, and bounded and described as follows:

    Beginning on the center line of Bradley Road at its intersection
with a line drawn parallel with and distant 100 feet Southerly by
rectangular measurement from the Southerly right of way line of
The Norfolk & Western Railroad (formerly The New York, Chicago
and St. Louis Railroad) being also a Southwesterly corner of land
conveyed to The Cleveland Electric Illuminating Company by deed
dated August 22, 1962, and recorded in Volume 10619, Page 569 of
Cuyahoga County Records; thence Southerly along the center line of
Bradley Road about 498 feet but to the Southwesterly corner of land
conveyed to Anthony F. Dindia and Dorothy Dindia by deed dated
July 25, 1945, and recorded in Volume 5895, Page 258 of Cuya-
hoga County Records; thence Easterly along the Southerly line of
land so conveyed to Anthony F. Dindia and Dorothy Dindia about 720
feet to the Southeasterly corner thereof; thence Northerly along the
Easterly line of land so conveyed to Anthony F. Dindia and Dorothy
Dindia about 304 feet to a Southeasterly corner of land conveyed to
The Cleveland Electric Illuminating Company as aforesaid; thence
Westerly along a Southerly line of land so conveyed to The Cleveland
Electric Illuminating Company about 360 feet to a Southwesterly cor-
ner thereof; thence Northerly along a Westerly line of land so con-
veyed to The Cleveland Electric Illuminating Company about 200 feet
to an inner corner thereof; thence Westerly along a Southerly line of
land so conveyed to The Cleveland Electric Illuminating Company
about 361.14 feet to the place of beginning, containing about 6.68
acres of land, be the same more or less, but subject to all legal
highways.

Parcel No. 14 being the premises conveyed to the Company by deed
recorded in Volume 12382, Page 787 of Cuyahoga County Record of
Deeds.


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                           AVON LAKE PLANT ADDITION

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40
foot highway known as Elberton Avenue, which stake bears North
87 degrees 04' West, 750 feet from a stake set in the Easterly line of an
86.27 Acre parcel of land now or formerly owned by Maria V. Smith
which stake bears North 2 degrees 56' East, 1487.25 feet from a stone monu-
ment marking the Southeast corner of said 86.27 acre parcel; thence
from said place of beginning North 2 degrees 56' East along said Easterly
line of Elberton Road, 140 feet to a stake; thence South 87 degrees 04' East,
90 feet to a stake; thence South 2 degrees 56' West, 140 feet to a stake;
thence North 87 degrees 04' West, 90 feet to the place of beginning, and
further known as Sublots Nos. 613, 614, 615 and 616 in The Krogh-
Barr Syndicate's Avon Beach Allotment, proposed containing approx-
imately 0.289 Acres, be the same more or less, but subject to all
legal highways.

Parcel No. 1 being the premises conveyed to the Company by the
following deeds recorded in Lorain County Record of Deeds: Sub-
lots Nos. 613 and 614, Volume 987, Page 34; Sublot No. 615, Volume
988, Page 991; and Sublot No. 616, Volume 951, Page 289.

Parcel No. 1 is subject to a building setback restriction as shown
in the following deeds recorded in Lorain County Record of Deeds:
Sublots Nos. 618 and 614, Volume 189, Page 399; Sublot No. 615,
Volume 185, Page 448; and Sublot No. 616, Volume 203, Page 125.

                        Parcel No. 2

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at a stake set in the Westerly line of a Proposed 40-
foot highway known as Elberton Avenue, which stake bears North
87 degrees 04' 00" West 790 feet from a stake set in the Easterly line of
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' East along said Easterly line 352.25



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feet from a stone monument marking the Southeast corner of said
86.27 acre parcel; thence from said place of beginning North 87 degrees
04' 0" West 90 feet to a stake; thence North 2 degrees 56' 0" East a dis-
tance of 210.00 feet to a stake; thence South 87 degrees 04' 00" East, a
distance of 90.00 feet to a stake set in the Westerly line of said
Street; thence South 2 degrees 56' 00" West along the Westerly line of said
Street a distance of 210.00 feet to the place of beginning, and further
known as Sublots Nos. 664, 665, 666, 667, 668 and 669 in The Krogh-
Barr Syndicate's Avon Beach Allotment proposed and containing
approximately 0.434 acres, be the same more or less, but subject
to all legal highways.

Parcel No. 2 being the premises conveyed to the Company by the
following deeds recorded in Lorain County Record of Deeds: Sublots
Nos. 664, 665, 668 and 669, Volume 961, Page 436; and Sublots Nos.
666 and 667, Volume 981, Page 741.

Parcel No. 2 is subject to a building setback restriction as shown
in the following deeds recorded in Lorain County Record of Deeds:
Sublots Nos. 664, 665, 668 and 669, Volume 182, Page 221; and
Sublots Nos. 666 and 667, Volume 197, Page 47.

                        Parcel No. 8

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6, and is further described as follows:

    Beginning at a stake set in the Westerly line of a proposed 40
foot highway known as Elberton Avenue, which stake bears North
87 degrees 04' West, 790 feet from a stake set in the Easterly line of a
86.27 Acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 2 degrees 56' East, along said Easterly line, 702.25
feet from a stone monument marking the Southeast corner of said
86.27 Acre parcel; thence from said place of beginning North 87 degrees 04'
West, 90 feet to a stake; thence North 2 degrees 56' East, a distance of
490.00 feet to a stake set on the Southerly line of Clinton Avenue (50
feet wide) proposed; thence South 87 degrees 04' East along the Southerly
line of said Clinton Avenue proposed, a distance of 90.00 feet to a
stake; thence South 2 degrees 56' West along the said Westerly line of
Elberton Avenue, a distance of 490.00 feet to the place of beginning
and further known as Sublots Nos. 674, 675, 676, 677, 678, 679, 680,
681, 682, 688, 684, 685, 686 & 687 in the Krogh-Barr Syndicate's
Avon Beach Allotment Proposed and containing approximately 1.012
acres, be the same more or less, but subject to all legal highways.

Parcel No. 3 being the premises conveyed to the Company by the
following deeds recorded in Lorain County Record of Deeds; Sublot


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                                                                           (CEI)





No. 674, Volume 991, Page 700; Sublot No. 675, Volume 991, Page 702;
Sublots Nos. 676, 677, 679, 680, 682, 683 and 685, Volume 961, Page 436; Sublot
No. 678, Volume 951, Page 293; Sublot No. 681, Volume 993, Page 35; Sublot No.
686, Volume 991, Page 324; and Sublot No. 687, Volume 992, Page 906.

Parcel No. 3 is subject to a building setback restriction as shown in the
following deeds recorded in Lorain County Record of Deeds: Sublot No. 674,
Volume 190, Page 516; Sublot No. 675, Volume 197, Page 523; Sublots Nos. 676,
677, 679, 680, 682, 683, 684 and 685, Volume 182, Page 221; Sublot No. 678,
Volume 175, Page 163; Sublot No. 681, Volume 218, Page 500; and Sublots Nos.
686 and 687,    Volume 266, Page 213.

                        Parcel No. 4

   Situated in the City of Avon Lake, County of Lorain and State of Ohio, and
known as being part of Original Avon Township Section No. 6, and bounded and
described as follows:

   Beginning at a stake set in the Easterly line of a proposed 40 foot
highway known as Elberton Avenue, which stake bears North 87 degrees 04' West,
750 feet from a stake set in the Easterly line of an 86.27 Acre parcel of land
now or formerly owned by Maria V. Smith, which stake bears North 2 degrees 56'
East along said Easterly line, 1767.25 feet from a stone monument marking the
Southeast corner of said 86.27 Acre parcel; thence from said place of beginning
North 2 degrees 56' East along the Easterly line of said proposed highway, 245
feet to a stake; thence South 87 degrees 04' East, 90 feet to a stake; thence
South 2 degrees 56' West, 245 feet to a stake; thence North 87 degrees 04'
West, 90 feet to the place of beginning and further known as Sublots Nos. 602,
603, 604, 605, 606, 607 and 608 in The Krogh-Barr Syndicate's Avon Beach
Allotment Proposed, and containing approximately 0.506 of an Acre, be the same
more or less, but subject to all legal highways.

Parcel No. 4 being the premises conveyed to the Company by the following deeds
recorded in Lorain County Record of Deeds: Sublot No. 602, Volume 993, Page 35;
Sublot No. 603, Volume 992, Page 596; Sublots Nos. 604 and 605, Volume 991,
Page 632; Sublots Nos.  606 and 607, Volume 992, Page 927; and Sublot No.
608, Volume 961, Page 436.

Parcel No. 4, except Sublot No. 603 thereof, is subject to a building setback
restriction as shown in the following deeds recorded in Lorain County Record of
Deeds: Sublot No. 602, Volume 197, Page 467; Sublots Nos. 604 and 605, Volume
185, Page 65; Sublots Nos. 606 and 607, Volume 201, Page 196; and Sublot No.
608, Volume 193, Page 565.

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                                 Parcel No. 5

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6, and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed
40 foot highway known as Elberton Avenue, which stake bears North
87 degrees 04' 0" West, 750 feet from a stake set in the Easterly line of a
86.27 acre parcel of land now or formerly owned by Maria V. Smith
which stake bears North 2 degrees 56' 0" East 1052.25 feet from a stone
monument marking the Southeast corner of said 86.27 acre parcel;
thence from said place of beginning North 2 degrees 56' 0" East along said
Easterly line of Elberton Avenue, 70 feet to a stake; thence South
87 degrees 04' 0" East 90 feet to a stake; thence South 2 degrees 56' 0" West
70 feet to a stake; thence North 87 degrees 04' 0" West 90 feet to a place of
beginning, and further known as being Sublots Nos. 626 and 627 in
The Krogh-Barr Syndicate's Avon Beach Allotment proposed, and
containing 0.145 Acres, be the same more or less, but subject to all
legal highways.

Parcel No. 5 being the same premises conveyed to the Company
by deed recorded in Volume 992, Page 570 of Lorain County Record
of Deeds.

Parcel No. 5 is subject to a building setback restriction as shown
in a deed recorded in Volume 227, Page 391 of Lorain County Record
of Deeds.

                        Parcel No. 8

    Situated in the City of Avon Lake, County of Lorain, State of
Ohio, and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at the Southeasterly corner of land conveyed to George
F. Smith by Deed dated June, 1908 and recorded in Volume 109,
Page 867 of Lorain County Deed Records; thence North 2 degrees 56' East
along the Easterly line of land so conveyed to George F. Smith, as
aforesaid, a distance of 1242.25 feet to a point on the Northerly line
of Clinton Avenue proposed; thence North 87 degrees 04' West along the
Northerly line of Clinton Avenue proposed, a distance of 660.0 feet
to a point and the principal place of beginning; thence continuing
North 87 degrees 04' West along the Northerly line of Clinton Avenue pro-
posed, a distance of 90.0 feet to a point on the Easterly line of
Elberton Avenue proposed; thence North 2 degrees 56' East in the Easterly
line of Elberton Avenue proposed, a distance of 105 feet to a point;
thence South 87 degrees 04' East, a distance of 90.0 feet to a point; thence



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South 2 degrees 56' West a distance of 105 feet to the principal place of
beginning and further known as Sublots Nos. 621, 622 and 623 in
the Krogh-Barr Syndicate's Avon Beach Allotment proposed and con-
taining approximately 0.217 Acres, be the same more or less, but
subject to all legal highways.

Parcel No. 6 being the premises conveyed to the Company by the
following deeds recorded in Lorain County Record of Deeds: Sublot
No. 621, Volume 961, Page 436; and Sublots Nos. 622 and 623, Volume
962, Page 697.

Parcel No. 6, except Sublots Nos. 622 and 623 thereof, is subject to
a building setback restriction as shown in a deed recorded in Volume
196, Page 435 of Lorain County Record of Deeds.

                        Parcel No. 7

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning at the Southwesterly corner of land conveyed to Jack
Hanks and Joyce Hanks by deed dated June 15, 1960 and recorded
in Volume 775, Page 201 of Lorain County Records; thence Easterly
along the Southerly line of land so conveyed to Jack Hanks and Joyce
Hanks, as aforesaid; a distance of 90.0 feet to a point. Said point
being the Northwesterly corner of land conveyed to Jack Hanks and
Joyce E. Hanks by deed dated January 8, 1960 and recorded in Vol-
ume 756, Page 592 of Lorain County Records; thence Southerly from
this point along the Westerly line of land so conveyed to Jack Hanks
and Joyce E. Hanks, as aforesaid, a distance of 35.0 feet to a point
Said point being the Northeasterly corner of land conveyed to
Barbara DeFazio by Quit Claim Deed dated December 15, 1958
and recorded in Volume 736, Page 114 of Lorain County Records;
thence Westerly along the Northerly line of land so conveyed to
Barbara DeFazio, as aforesaid, a distance of 90.0 feet to a point on
the Easterly line of Elberton Avenue; thence Northerly along the
Easterly line of Elberton Avenue, a distance of 35.0 feet to the prin-
cipal place of beginning, and further known as Sublot No. 618 in
The Krogh-Barr Syndicate's Avon Beach Allotment Proposed and
containing approximately 0.072 Acres, be the same more or less, but
subject to all legal highways.

Parcel No. 7 being the same premises conveyed to the Company by
deed recorded in Volume 962, Page 697 of Lorain County Records
of Deeds.


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                                 Parcel No. 8

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40
foot highway known as Elberton Avenue, which stake bears North
87 degrees 04' 00" West, 750 feet from a stake set in the Easterly line of a
86.27 Acre parcel of land now or formerly owned by Maria V. Smith
which stake bears North 02 degrees 56' 0" East, 422.25 feet from a stone
monument marking the Southeast corner of said 86.27 Acre parcel;
thence from said place of beginning North 02 degrees 56' 0" East along said
Easterly line of Elberton Avenue, a distance of 210.00 feet to a stake;
thence South 87 degrees 04' 00" East, a distance of 90.00 feet to a stake;
thence South 02 degrees 56' 00" West, a distance of 210.00 feet to a stake;
thence North 87 degrees 04' 00" West, a distance of 90.00 feet to the place
of beginning and further known as Sublots Nos. 640, 641, 642, 643,
644 and 645 in the Krogh-Barr Syndicate's Avon Beach Allotment
Proposed, and containing approximately 0.434 acres, be the same
more or less, but subject to all legal highways.

Parcel No. 8 being the premises conveyed to the Company by deed
recorded in Volume 990, Page 837 of Lorain County Record of Deeds.

Parcel No. 8 is subject to a building setback restriction as shown in
a deed recorded in Volume 186, Page 421 of Lorain County Record of
Deeds.

                        Parcel No. 9

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being a part of Original Avon Township
Section No. 6, and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40
foot highway known as Elberton Avenue, which stake bears North
87 degrees 04' West, 750 feet from a stake set in the Easterly line of an
86.27 Acre parcel of land now or formerly owned by Maria V. Smith
which stake bears North 2 degrees 56' East, 702.25 feet from a stone monu-
ment marking the Southeast corner of said 86.27 Acre parcel; thence
from said place of beginning North 2 degrees 56' East, along said Easterly
line of Elberton Avenue, 70 feet to a stake; thence South 87 degrees 04'
East, 90 feet to a stake; thence South 2 degrees 56' West, 70 feet to a stake;
thence North 87 degrees 04' West, 90 feet to the place of beginning, and
further known as Sublots Nos. 636 and 637 of The Krogh-Barr
Syndicate's Avon Beach Allotment Proposed, and containing approx-
imately 0.145 Acres, be the same more or less, but subject to all legal
highways.


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                                                                           (CEI)





Parcel No. 9 being the same premises conveyed to the Company by
deed recorded in Volume 987, Page 36 of Lorain County Record of
Deeds.

Parcel No. 9 is subject to a building setback restriction as shown in
a deed recorded in Volume 193, Page 156 of Lorain County Record of
Deeds.

                                 Parcel No. 10

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6 and is further bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40 foot highway
known as Elberton Avenue, which stake bears North 87 degrees 04' West, 750 feet
from a stake set in the Easterly line of a 86.27 Acre parcel of land now or
formerly owned by Maria V. Smith which stake bears North 2 degrees 56' East,
807.25 feet from a stone monument marking the Southeast corner of said 88.27
acre parcel; thence from said place of beginning North 2 degrees 56' East,
along said Easterly line of Elberton Avenue, a distance of 105.00 feet to a
stake; thence South 87 degrees 04' East, a distance of 90.00 feet to a stake;
thence South 2 degrees 56' West, a distance of 105.00 feet to a stake; thence
North 87 degrees 04' West, a distance of 90.00 feet to the place of beginning,
and fur- ther known as Sublots Nos. 632, 633 and 634 in The Krogh-Barr
Syndicate's Avon Beach Allotment Proposed and containing approxi- mately 0.217
Acres, be the same more or less, but subject to all legal highways.

Parcel No. 10 being the premises conveyed to the Company by the
following deeds recorded in Lorain County Record of Deeds: Sublots
Nos. 632 and 633, Volume 961, Page 436; and Sublot No. 634, Vol-
ume 993, Page 98.

Parcel No. 10, except Sublots Nos. 632 and 633 thereof, is subject
to a building setback restriction as shown in a deed recorded in
Volume 189, Page 440 of Lorain County Record of Deeds.

                             GROVEWOOD SUBSTATION

                                Parcel No. 11

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio, and known as being a part of Original Brooklyn Township
Lot No. 16, and bounded and described as follows:

    Beginning at an iron pin set in concrete monument in the
Southeasterly line of a parcel of land conveyed to The Cleveland,

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                                                                           (CEI)





Cincinnati, Chicago and St. Louis Railway Company by deed dated
August 18, 1932, and recorded in Volume 4273, Page 356 of Cuyahoga
County Records, at the most Westerly corner of land in Parcel 1
conveyed to General Motors Corporation by deed dated October 21,
1949, and recorded in Volume 6860, Page 183 of Cuyahoga County
Records; thence Northeasterly along a Southeasterly line of land so
conveyed to General Motors Corporation, being along the arc of
a curve deflecting to the right, a distance of 190.34 feet to a point of
tangency therein, said curved line having a radius of 363.07 feet
and a chord which bears North 79 degrees 41' 53" East a distance of 188.17
feet; thence South 85 degrees 17' 00" East continuing along a Southerly
line of land so conveyed to General Motors Corporation, a distance
of 40.67 feet to a point of curvature therein; thence Southeasterly
continuing along a Southerly line of land so conveyed to General
Motors Corporation, being along the arc of a curve deflecting to the
right, a distance of 83.86 feet to a point of reverse curvature, said
curved line having a radius of 571.03 feet and a chord which bears
South 81 degrees 04' 35" East a distance of 83.78 feet; thence Southeasterly
continuing along a Southerly line of land so conveyed to General
Motors Corporation, being along the arc of a curve deflecting to
the left, a distance of 48.43 feet, said curved line having a radius of
636.81 feet and a chord which bears South 79 degrees 02' 56" East a dis-
tance of 48.42 feet to the Westerly line of land in Parcel 3 conveyed
to The Cleveland Electric Illuminating Company by deed dated Feb-
ruary 3, 1926 and recorded in Volume 3391, Page 507 of Cuyahoga
County Records; thence North 00 degrees 16' 10" East along said Westerly
line, a distance of 120.48 feet to a Southerly corner of land conveyed
to The Cleveland Electric Illuminating Company by deed dated Feb-
ruary 3, 1927 and recorded in Volume 3563, Page 100 of Cuyahoga
County Records; thence South 89 degrees 48' 00" West along a Southerly
line of land conveyed to The Cleveland Electric Illuminating Com-
pany, as last aforementioned, a distance of 0.83 of a foot to a point
of curvature therein; thence Southwesterly continuing along a South-
erly line of land so conveyed, being along the arc of a curve deflecting
to the left, a distance of 259.85 feet, said curved line having a radius
of 984.37 feet and a chord which bears South 82 degrees 14' 15" West a
distance of 259.10 feet to its intersection with the most Northerly
corner of land conveyed to The Cleveland, Cincinnati, Chicago and
St Louis Railway Company, u aforementioned; thence South 46 degrees
36' 00" West along the Southeasterly line of land so conveyed to
The Cleveland, Cincinnati, Chicago and St Louis Railway Company,
a distance of 136.22 feet to the place of beginning, and containing
26,081 square feet of land or 0.5987 of an acre, according to the
survey by George M. Garrett and Associates, be the same more or
less, but subject to all legal highways.


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                                                                           (CEI)





Parcel No. 11 being the premises conveyed to the Company by deed
recorded in Volume 12593, Page 393 of Cuyahoga County Record of
Deeds.

Parcel No. 11 is subject to an easement for railroad purposes over
part of the above described premises, to be used in common with the
Company, as set forth in a deed recorded in Volume 12593, Page 393
of Cuyahoga County Records.

                                KENT SUBSTATION

                                 Parcel No. 12

    Situated in the City of Richmond Heights, County of Cuyahoga
and State of Ohio, and known as being a part of Original Euclid
Township Lot No. 76 in Tract No. 12, and bounded and described
as follows:

    Beginning in the Southerly line of land conveyed to Faith United
Church of Christ by deed dated December 3, 1963 and recorded in
Volume 10987, Page 477 of Cuyahoga County Records, at the north-
easterly corner of land conveyed to Richmond Mall Shopping Center,
Inc., by deeds dated June 2, 1964 and recorded in Volume 11155,
Pages 239 and 243 of Cuyahoga County Records.

    Course No. 1: Thence North 89 degrees 17' 30" West along the South-
erly line of land so conveyed to Faith United Church of Christ being
also the most Northerly line of land so conveyed to Richmond Mall
Shopping Center, Inc., a distance of 80 feet;

    Course No. 2: Thence South 00 degrees 12' 00" East, a distance of 64
feet;

    Course No. 3: Thence North 89 degrees 17' 30" East, a distance of 80
feet to the most easterly line of land conveyed to Richmond Mail
Shopping Center, Inc., as aforementioned;

    Course No. 4: Thence North 00 degrees 12' 00" West along said most
Easterly line of land so conveyed to Richmond Mall Shopping Center,
Inc., being along a line drawn parallel to and distant 100 feet Westerly
by rectangular measurement from the Westerly line of Marian Sub-
division as shown by the recorded plat in Volume 153 of Maps, Page 10
of Cuyahoga County Records, a distance of 64 feet to the place of
beginning, and containing 5120 square feet of land or 0.11754 Acres,
be the same more or less, but subject to all legal highways.

Parcel No. 12 being the premises conveyed to the Company by deed
recorded in Volume 11837, Page 557 of Cuyahoga County Records.



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                                                                           (CEI)





Parcel No. 1

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being a part of Sublots Nos. 1076 and 1095 in
Block U U in the Buffalo Company's Allotment of a part of Original
Brooklyn Township Lots Nos. 51 and 70 as shown by the plat recorded
in Volume 3, Page 51 of Cuyahoga County Maps, and bounded and
described as follows:

    Beginning in the northwesterly line of said Sublot No. 1076 at a
point distant South 59 degrees 59' 34" West a distance of 18.98 feet from its
intersection with the southwesterly line of West 25th Street, 60.67
feet in width, said point being also the most easterly corner of land in
Parcel A conveyed to Cleveland Metropolitan Housing Authority by
deed dated October 3, 1955 and recorded in Volume 8448, Page 122 of
Cuyahoga County Deed Records;

    Course No. 1: thence South 28 degrees 12' 25" West along a south-
easterly line of land so conveyed, a distance of 116.58 feet;

    Course No. 2: thence North 29 degrees 56' 26" West, being along a
line drawn parallel to the aforementioned southwesterly line of West
25th Street, a distance of 61.41 feet to the northwesterly line of Sub-
lot No. 1076 as aforementioned;

    Course No. 3: thence North 59 degrees 59' 34" East along the north-
westerly line of said Sublot No. 1076, a distance of 99.02 feet to the
place of beginning, and containing 3040 square feet of land or 0.0698
acre according to the survey by Garrett & Associates, Inc., Registered
Professional Engineers and Surveyors, be the same more or less, but
subject to all legal highways.

Parcel No. 1 being the premises conveyed to the Company by deed
recorded in Volume 12735, Page 469 of Cuyahoga County Record of
Deeds.

Parcel No. 1 is subject to an easement for sewer purposes as shown
in a deed recorded in Volume 489, Page 33 of Cuyahoga County
Record of Miscellaneous Documents.


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                                                                           (CEI)





                             EDGEWATER SUBSTATION

Parcel No. 2

    Situated in the City of Lakewood, County of Cuyahoga and State
of Ohio, and known as being part of Original Rockport Township
Section No. 23, and bounded and described as follows

    Beginning on the Westerly line of West Clifton Boulevard at its
intersection with the Southeasterly line of the right of way of the
New York, Chicago and St. Louis Railway; thence South 5 degrees 28' 30"
West along the Westerly line of West Clifton Boulevard, about 221.39
feet to the Northeasterly corner of a parcel of land conveyed to The
Gulf Refining Company by deed dated January 1, 1937, and recorded
in Volume 4698, Page 396 of Cuyahoga County Records; thence West-
erly along the Northerly line of said land so conveyed to The Gulf
Refining Company and the Westerly prolongation thereof, 155 feet
to a point; thence Northwesterly on a line forming an included angle
of 122 degrees 58' 00" with the last described line, 168.67 feet to the most
Westerly corner of land conveyed to Goth Realty, Inc., by deed re-
corded in Volume 404, Page 185 of Cuyahoga County Records and the
Northeasterly corner of the first parcel of land conveyed to the Cleve-
land Builders Supply Company by deed dated November 4, 1914, and
recorded in Volume 1746, Page 88 of Cuyahoga County Records,
which point is also in the said Southeasterly line of New York,
Chicago and St. Louis Railway; thence North 73 degrees 21' 10" East along
said Southeasterly line, 234.94 feet to an iron monument; thence
North 74 degrees 53' 10" East, 44.34 feet along said Southeasterly line to
the place of beginning be the same more or less, but subject to all
legal highways.

Parcel No. 2 being the premises conveyed to the Company by deed
recorded in Volume 12728, Page 247 of Cuyahoga County Record of
Deeds.

                          JORDAN SUBSTATION ADDITION

Parcel No. 3

    Situated in the City of East Cleveland, County of Cuyahoga and
State of Ohio, and known as being part of Original Euclid Township
Lot No. 44, and bounded and described as follows:

    Beginning at a point of intersection of the Northerly Right of
Way line of the Norfolk and Western Railway Company and the
Westerly line of Collamer Avenue, (50 feet wide as now established),
at the Northeasterly corner of Sub Lot No. 20 in Darius Adams'




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<PAGE>   404
                                                                           (CEI)





Allotment, as shown by the recorded plat in Volume 9 of Maps, Page
28 of Cuyahoga County Records;

    Thence due South along the Westerly line of Collamer Avenue, a
distance of 102.48 feet to a point;

    Thence South 82 degrees 26' 13" West, parallel with the Northerly
right of way of the Norfolk and Western Railway Company, a dis-
tance of 651.35 feet to a point in the Easterly line of Coit Road;

    Thence North 6 degrees 53' 39" East along the Easterly line of said
Coit Road, a distance of 102.23 feet to a point at the Southwesterly
corner of a parcel of land now or formerly conveyed to Louis Strauss,
by Deed recorded in Volume 7287, Page 162 of Cuyahoga County
Records;

    Thence North 82 degrees 26' 13" East a distance of 467.38 feet to a
point on the Westerly line of said Sub Lot No. 20 in Darius Adams'
Allotment;

    Thence North 0 degrees 35' 0" East along the Westerly line of said Sub
Lot No. 20 in Darius Adams' Allotment, a distance of 25.20 feet to the
Northwesterly corner of said Sub Lot;

    Thence due East along the Northerly line of said Sub Lot No.
20, a distance of 169.84 feet to the point of beginning, and containing
an area of 1.5204 acres of land, more or less, according to a survey
dated October, 1969, by J. Howard Flower, Registered Surveyor No.
5060, State of Ohio, for the Western Reserve Engineering and Sur-
veying Company of Cleveland, Ohio, be the same more or less, but
subject to all legal highways.

Parcel No. 3 being the premises conveyed to the Company by deed
recorded in Volume 12733, Page 631 of Cuyahoga County Record of
Deeds.

Parcel No. 3 is subject to a purported release (the validity of which
against it the Company does not concede) of future claims with re-
spect to the flow and shedding of water from certain adjacent land as
shown in an instrument recorded in Volume 1410, Page 624 of Cuya-
hoga County Record of Deeds, an easement for private right of way
purposes as shown in a deed recorded in Volume 2881, Page 633
of Cuyahoga County Record of Deeds and covenants not to impair
or interfere with the slopes and lateral support for a railway on
certain adjacent land as shown in the aforesaid deed by which Parcel
No. 3 was conveyed to the Company.


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                                                                           (CEI)





                               NATHAN SUBSTATION

Parcel No. 4

    Situated in the City of Mentor, County of Lake, and State of
Ohio: and known as Sublots Numbered 26, 27 and 28 in the Great
Lakes Industrial Park being part of Original Mentor Township Lots
Numbered 6 and 7 in Tract Number 4 and the Huntington and Carrol
Lots in Tract Number 5 as recorded in Volume P, Page 94 of Lake
County Map Records and further bounded and described as follows:
Beginning at the point of intersection of the Southerly sideline of
Commerce Drive (80.00 feet wide) and the Westerly line of Sublot
Number 25;

    Course I Thence South 4 degrees 08' 43" East along the Westerly line
of Sublot Number 25, 495.03 feet to a point;

    Course II Thence South 80 degrees 39' 48" West along the Southerly
line of said Sublots Numbered 26, 27 and 28, 451.86 feet to a point;

    Course III Thence North 4 degrees 08' 43" West along the Easterly
line of Sublot Number 29, 535.92 feet to a point in said Southerly
sideline of Commerce Drive;

    Course IV Thence North 85 degrees 51' 17" East along said South-
erly sideline of Commerce Drive, 450.00 feet to the place of begin-
ning and containing 5.325 acres of land, be the same more or less, but
subject to all legal highways.

Parcel No. 4 being the premises conveyed to the Company by deed
recorded in Volume 737, Page 107 of Lake County Record of Deeds.

Parcel No. 4 is subject to a utility easement as shown in a plat
recorded in Volume P, Page 94 of Lake County Record of Maps.


                              [REMAINDER OF PAGE
                             INTENTIONALLY BLANK]





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<PAGE>   406
                                                                           (CEI)





                              ASHTABULA - C PLANT

                                  Parcel No. 1

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio and known as being part of Lot No. 2 in the Erie Tract
and bounded and described as follows:

    Beginning at a point in the Northwesterly line of Lake Road at
the Southeasterly corner of land conveyed to Ivar S. and Hulda S.
Niemi by deed dated May 11, 1925 and recorded in Volume 278, page
501, Ashtabula County Records; thence Northerly along the Easterly
line of land so conveyed to Ivar S. and Hulda S. Niemi, being also the
Westerly line of Shore Golf Allotment to the Shore line of Lake Erie;
thence Northeasterly along the Shore line of Lake Erie to the North-
westerly corner of land conveyed to Harry S. and Gertrude Porter, by
deed dated August 26, 1916 and recorded in Volume 222, page 437,
Ashtabula County Records; said point being also the Northeasterly
corner of Shore Golf Allotment; thence Southerly along the Westerly
line of land so conveyed to Harry S. and Gertrude Porter, being also
the Easterly line of Shore Golf Allotment to the Northwesterly line of
Lake Road; thence Southwesterly along the Northwesterly line of
Lake Road to the place of beginning, be the same more or less, but
subject to all legal highways and waterways.

                                 Parcel No. 2

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and being part of Erie Tract, Lot No. 2 and being fur-
ther bounded and described as follows:

    Beginning in the northwesterly line of Lake Road (60 feet wide,
at the southeasterly corner of Shore Golf Allotment, recorded in
Volume 8 of Maps, page 21 of Ashtabula County Records, and vacated
March 13, 1945;

    Course #1: Thence N 51 degrees 27' 40" E along said northwesterly
line of Lake Road 198.83 feet to an iron pin set at the intersection
of said northwesterly line of Lake Road with the westerly line of
land conveyed to The Big 4 Land Company by deed recorded in Volume
172, page 612, of Ashtabula County Records;

    Course #2: Thence N 0 degrees 05' 20" W along said westerly line of
land so conveyed to The Big 4 Land Company, 300.02 feet to an iron



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<PAGE>   407
                                                                           (CEI)





pin; thence continuing along said course N 0 degrees 05' 20" W to the
water's edge of Lake Erie;

    Course #3: Thence southwesterly along the water's edge of Lake
Erie about 190 feet to its intersection with the easterly line of Shore
Golf Allotment as aforesaid;

    Course #4: Thence S 0 degrees 05' 20" E along the easterly line of
Shore Golf Allotment as aforesaid, about 470 feet to the place
of beginning, according to a survey made by Bauer Surveys Company
and dated July 9, 1948, and supplemented November 8, 1948, be the
same more or less, but subject to all legal highways.

                                 Parcel No. 3

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and being part of Erie Tract, Lot No. 1 and being
further bounded and described as follows:

    Beginning in the northwesterly line of Lake Road (60 feet wide),
at the southwesterly corner of Shore Golf Allotment, recorded in Vol-
ume 8 of Maps, page 21 of Ashtabula County Records, and vacated
March 13, 1945;

    Course #1: Thence S 50 degrees 04' 00" W along said northwesterly
line of Lake Road, 393.09 feet to an iron pin which marks the
intersection of said northwesterly line of Lake Road with a line
which is parallel to and distant westerly 336 feet by rectangular
measurement from the westerly line of Shore Golf Allotment as afore-
said;

    Course #2: Thence N 0 degrees 20' 00" E along said line which is
parallel to and distant 336 feet westerly by rectangular measure-
ment from the westerly line of Shore Golf Allotment as aforesaid
526.68 feet to an iron pin near the top of the bank; thence continuing
along said course N 0 degrees 20' 00" E to the water's edge of Lake Erie;

    Course #3: Thence northwesterly along the water's edge of
Lake Erie about 870 feet to its intersection with the westerly line of
Shore Golf Allotment as aforesaid;

    Course #4: Thence S 0 degrees 20' 00" W about 620 feet to the place
of beginning, according to a survey made by Bauer Surveys Com-
pany and dated July 9, 1948, and supplemented November 8, 1948,
be the same more or less but subject to all legal highways.

                                 Parcel No. 4

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio and known as being part of Lot 1, Erie Tract, bounded
and described as follows:


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<PAGE>   408
                                                                           (CEI)





    Beginning at the intersection of the west line of land now or for-
merly owned by one Edward Jeffords and the northeast corner of
lands formerly belonging to Jennie Humphrey and fronting on the
waters of Lake Erie; thence running southerly along said dividing
line to the Lake Road, so-called; thence running westerly along the
said Lake Road, a distance to make one hundred (100) feet on a square
line from said dividing line; thence running northerly on a line
parallel with the dividing line to the waters of Lake Erie; thence run-
ning easterly to the place of beginning, being a strip of land 100 feet
wide extending from the Lake Road to the waters of Lake Erie, and
being the same premises conveyed to August Zigmont and Andrew
Zigment by M. J. Guerra and Jeanetta Guerra by deed dated Septem-
ber 4, 1946, and recorded in Volume 408, page 98, of the deed records
of Ashtabula County, Ohio, be the same more or less but subject to all
legal highways.

    Parcels Nos. 1, 2, 3 and 4 being the premises conveyed to the
Company by deed recorded in Volume 733, Page 65 of Ashtabula
County Record of Deeds.

    ParceLs Nos. 1, 2, 3 and 4 are subject to an easement for a con-
crete pipe drain as shown in the aforesaid deed.

                           ASHTABULA PLANT ADDITION

                                 Parcel No. 5

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: Being part of the Jennie Humphrey Allotment of a part
of Lot Number One (1), Erie Tract, and bounded and described as
follows:

    On the east by the west line of a twenty (20) foot driveway as
shown by the map made by E. C. Hrabak in October, 1916, not yet
recorded, which west line of said alley is parallel with and twenty
(20) feet west of the west line of lands of Mary B. Crockett; on the
south by a thirty (30) foot driveway as shown by said map; on the
west by a line parallel with the west line of said twenty (20) foot
driveway and fifty (50) feet westerly therefrom; and on the north
by Lake Erie; being about 225 feet deep as the waters of Lake Erie
now are, be the same more or less, but subject to all legal highways.

    Parcel No. 5 being the premises conveyed to the Company by
deed recorded in Volume 743, Page 203 of Ashtabula County Record
of Deeds.

                                 Parcel No. 6

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: Known as being a part of Lots No. 1 in the Erie Tract


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<PAGE>   409
                                                                           (CEI)





in said Township and being known further as Lot 15 in the proposed
Jennie Humphrey Plat, and bounded and described as follows, to wit:

    Commencing at a point in the West line of a 30 foot street, which
points in 246 feet north of the intersection of the West line of said
30 foot street and the north line of the Lake Road so called, and
which point is further described as being the Northeast corner of lands
conveyed by the grantor to one Johnson and Benson by deed dated
July 17, 1923, and recorded in said County Records of Deeds, Volume
267, page 411; thence westerly at right angles seventy-eve (75)
feet; thence northerly on a line parallel with the west line of said
proposed thirty (30) foot roadway, 50 feet; thence easterly at right
angles to the west line of said proposed 30 foot street; thence south-
erly along the west line of said street 50 feet to the place of beginning,
being the same more or less but subject to all legal highways.

    Parcel No. 6 being the premises conveyed to the Company by
deed recorded in Volume 745, Page 160 of Ashtabula County Record
of Deeds.

                                 Parcel No. 7

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and bounded and described as follows:

    Known as being Lot No. 8, of the Alpine Allotment as recorded
in Volume 9, page 39 of the Ashtabula County Records of Plats.

    Parcel No. 7 being the premises conveyed to the Company by
deed recorded in Volume 745, Page 164 of Ashtabula County Record
of Deeds.

                                 Parcel No. 8

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio and being Lot Number 9 in the Jennie Humphrey Allot-
ment (not recorded as surveyed by E. C. Hrabeck, October 1916, and
bounded and described as follows:

    Commencing at a stone monument at the intersection of the
Easterly line of a 30 foot road and the southerly line of a 30 foot
road; thence Southerly along the Easterly line of the road 97.2 feet;
thence Easterly at right angles to said road 37.65 feet; thence North-
erly parallel with the first described line, 108.5 feet to the Southerly
line of the road; thence Southwesterly along the southerly line of said
road, 39.35 feet to the place of beginning. Being Tract 1 recorded in
Volume 231, page 630, Ashtabula County Records of Deeds.

    Parcel No. 8 being the premises conveyed to the Company by
deed recorded in Volume 749, Page 273 of Ashtabula County Record
of Deeds.


                                     A-347





                                                                              

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                                                                           (CEI)





                                 Parcel No. 9

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio and being a part of the Jennie Humphrey Plat, not yet
recorded, and bounded and described as follows:

    Commencing at a point in the north line of an east and west
road in said Plat, which point is thirty (30) feet westerly from the
southwest corner of lands of C. A. Olson, thence easterly along the
north line of said road thirty (30) feet to lands of said Olson; thence
northerly along the west line of lands of said Olson two hundred
thirty (230) feet; thence continuing in the same course to the waters
of Lake Erie; thence west along the waters of Lake Erie to a point
from which a line drawn to the place of beginning will strike a point,
which point is fifty (50) feet west at right angles from a point in
the west line of land of said Olson, which point is two hundred thirty
(230) feet northerly from the north line of said east and west
road. Being the same premises conveyed to Nels E. and Arda B.
Nelson by Jennie and S. W. Humphrey by warranty deed dated June
16, 1919, and recorded in Volume 237, page 257, Ashtabula County
Records.

                                 Parcel No. 10

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and being a part of Lot Number One (1) in the Erie
Tract, bounded and described as follows:

    On the north by the waters of Lake Erie; On the East by the
east line of land conveyed to Nels E. and Arda B. Nelson by deed
recorded in VoL 237, page 257; on the South by the north line of
a road laid out by one Humphrey; On the West by a line parallel with
the east line and ten (10) feet westerly therefrom. Being the same
premises conveyed to Nels E. and Arda B. Nelson by Jennie Humphrey
(widow) by warranty deed dated June 16, 1922, and recorded in Vol.
259, page 444, Ashtabula County Records of Deeds, being the same
more or less but subject to all legal highways.

    Parcels Nos. 9 and 10 being the premises conveyed to the Com-
pany by deed recorded in Volume 759, Page 180 of Ashtabula County
Record of Deeds.

                                 Parcel No. 11

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and being a part of Lot Number One (1) Erie Tract:

    Beginning at a point in the North line of a thirty (30) foot road
in the Jennie Humphrey Allotment (not recorded) as surveyed by E.
C. Hrabak October 1916, said point being fifty-one and sixty-five



                                     A-348





                                                                              

<PAGE>   411
                                                                           (CEI)





hundredths (51.65) feet southwesterly from a stake at the intersec-
tion of the north line of said thirty (30) foot road and the west line
of a twenty (20) foot road running north to the Lake, thence south-
westerly along the north line of said thirty (30) foot road thirty (30)
feet to a point, thence north with an interior angle of 76 degrees 52' two
hundred and forty and thirty-five hundredths (240.35) feet to a stake;
thence by the same course to the waters of Lake Erie, thence north-
easterly along the waters of Lake Erie to lands of S. M. Bartram;
thence south along said Bartrams west line to the place of beginning.
Said Bartrams west line being parallel to and fifty (50) feet west
from the twenty foot road hereinbefore described, being the same
more or less but subject to all legal highways.

    Parcel No. 11 being the premises conveyed to the Company by
deed recorded in Volume 761, Page 74 of Ashtabula County Record
of Deeds.

                                 Parcel No. 12

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: And known as being part of Lot Number One (1) in
the Erie Tract and bounded and described as follows, to-wit:

    Commencing at a point in the east line of the East thirty (30)
foot road laid out by Jennie Humphrey which point is Two Hundred
and Twenty-eight (228) feet Northerly, measured along the East line
of said thirty (30) foot road, from a stone monument at the inter-
section of said road with the North line of the Lake Road; Thence
Easterly at right angles to said thirty (30) foot road, seventy-seven
and six-tenths (77.6) feet to the East line of the Humphrey property;
Thence Northerly along the East line of the said Humphrey property
Fifty (50) feet; Thence Westerly on a line parallel with the first
described line, Seventy-seven and six-tenths (77.6) feet to the East
line of said thirty (30) foot road; Thence Southerly along the East
line of said Thirty (30) foot road, fifty (50) feet to the place of begin-
ning, and being Lot Number 25 in the Jennie Humphrey Allotment
not yet recorded.

    Parcel No. 12 being the premises conveyed to the Company by
deed recorded in Volume 740, Page 276 of Ashtabula County Record
of Deeds.

                                 Parcel No. 13

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio; Being a part of Original Lot No. 1 in the Erie
Tract, bounded and described as follows:

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<PAGE>   412
                                                                           (CEI)





    Beginning at a point in the West line of the east 30 foot road
laid out by Jennie Humphrey, which point is 196 feet measured along
the west line of the said road from a stone monument at the inter-
section of the west line of said road and the north line of the
Lake Road; thence westerly at right angles to said 30 foot road,
75 feet; thence northerly parallel with said 30 foot road, 50 feet;
thence easterly at right angles to the last described line, 75 feet to the
west line of said 30 foot road; thence southerly along the west
line of said road 50 feet to the place of beginning and being Lot
No. 16 in the Jennie Humphrey Allotment not yet recorded, together
with the right to use in common with adjoining owners the street
laid out in said plat by said Jennie Humphrey, being the same land
conveyed to John D. Johnson and Anna F. Benson Johnson by Jennie
Humphrey by deed dated July 17, 1923 and recorded in Volume 267,
page 411 of Ashtabula County Records of Deeds, be the same more
or less but subject to all legal highways.

    Parcel No. 13 being the premises conveyed to the Company by
deed recorded in Volume 764, Page 296 of Ashtabula County Record
of Deeds.

                                 Parcel No. 14

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio, and being known as all of Lot No. 9 of the Alpine
Allotment Plat, which plat is recorded in Volume 9, page 39 of the
Ashtabula Records of Plats, to which reference is here made for a
more complete description, but excepting and reserving to Gust
Nicholas, however, any and all right, title and interest in and to
that portion of the said Alpine Allotment Plat which is marked on
the original plat as "Reserved" as the same is recorded in the said
Volume 9, page 39, of The Ashtabula County Records of Plats.

                                 Parcel No. 15

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio, and being known as all of Lot No. 10 in the
Alpine Allotment Plat in said township, said plat being recorded
in Volume 9, page 39 of the Ashtabula County Records of Plats, to
which reference is here made for a more complete description.

    Parcels Nos. 14 and 15 being the premises conveyed to the
Company by deed recorded in Volume 750, Page 227 of Ashtabula
County Record of Deeds.

                                 Parcel No. 16

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio: Being part of Jennie Humphrey's unrecorded


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<PAGE>   413
                                                                           (CEI)





plat of part of Lot No. 1 of the Erie Tract, and bounded and de-
scribed as follows:

    Beginning in the westerly line of land formerly owned by Olof
Arvidson at a point 402 feet northerly from the center line of the
Lake Road, said place of beginning being the northeast corner of
land conveyed to Jeanetta E. Guerra by deed recorded in Volume
392, page 190 Ashtabula County Records; thence westerly along the
northerly line of land so conveyed to Guerra 77.6 feet to the easterly
line of a 30 foot private street; thence northerly along the easterly
line of said private street and parallel with the westerly line of land
of said Arvidson about 70 feet to the southerly line of land conveyed
to Matthew E. Dugan by deed recorded in Volume 274, page 250,
Ashtabula County Records; thence easterly along the southerly line
of land so conveyed to Dugan about 17.6 feet to the southeast corner
thereof; thence northerly along the easterly line of land so conveyed
to Dugan as altered by agreement recorded in Volume 221, page 508,
Ashtabula County Records, to the low water mark of Lake Erie;
thence northeasterly along the low water mark of Lake Erie to the
northwest corner of land of said Olof Arvidson as aforesaid; thence
southerly along the westerly line of land of said Arvidson to the
place of beginning.

    Conveying also to said Grantee, its successors and assigns, the
right to use, in common with the Grantors herein, their heirs and
assigns, and others, the private roadways and driveways servicing
the above described premises.

                                 Parcel No. 17

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio, bounded and described as follows: Being a part
of Lot Number One (1) in the Erie Tract and bounded and described
as follows:

    Beginning at a point in the east line of the west 30 foot road as
laid out by Jennie Humphrey, which point is 235.8 feet northerly
measured along the east line of said road, from a stone monument
at the intersection of the east line of said road and the north line
of the Lake Road; thence easterly at right angles to said 30 foot
road, 75 feet; thence northerly parallel with said 30 foot road, 100
feet; thence westerly at right angles to the last described line, 75
feet, to the east line of said 30 foot road; thence southerly along
the east line of said 30 foot road, 100 feet to the place of beginning.
Being lots numbered 5 and 6 in the Jennie Humphrey allotment, not
yet recorded, together with the right to use in common with adjoining
owners, the streets laid out on said plat by said Jennie Humphrey.




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                                                                           (CEI)





                                 Parcel No. 18

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio: Being a part of Lot Number One (1) in the Erie
Tract, and a part of Jennie Humphrey's unrecorded plat, bounded
and described as follows:

    Beginning in the northerly line of the Lake Road at a point in
the westerly line of a 30 foot private street, about 120.5 feet south-
westerly from the westerly line of land formerly owned by Olof
Arvidson; thence northerly, parallel with the westerly line of land
so conveyed to Arvidson, and 107.6 feet westerly therefrom, about
346 feet to the northeast corner of land conveyed to Elvira Nystrom
by deed recorded in Volume 255, page 470, Ashtabula County Records,
which last mentioned point is the actual place of beginning of this
parcel; thence westerly along the northerly line of land so conveyed
to Nystrom, to the southeast corner of land conveyed to Walter J.
and Lulu N. Ludt by deed recorded in Volume 410, page 125 of
Ashtabula County Records of Deeds: thence northerly, along the
easterly line of land so conveyed to Ludt, fifty (50) feet to the
southwest corner of land conveyed to Walter J. and Lulu N. Ludt
by deed recorded in Volume 406, page 40, of Ashtabula County Rec-
ords of Deeds; thence Easterly along the southerly line of land so
conveyed to Ludt, about 34.8 feet to the southeast corner thereof;
thence northerly along the easterly line of land so conveyed to Ludt,
81.2 feet to the southerly line of a 30 foot private street; thence
northeasterly along the southerly line of said private street 39.35
feet to the westerly line of said first mentioned 30 foot street; thence
southerly along the westerly line of said 30 foot street 142.9 feet to
the actual place of beginning.

                                 Parcel No. 19

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: Being in Lot Number One of the Erie Tract, and
bounded and described as follows:

    Commencing at a point in the westerly line of the easterly 30
foot road, laid out by said Humphrey, which point is 296 feet
northerly, measured along the westerly line of said road, from the
northerly line of Lake Road; thence northerly along the westerly
line of said road, a distance of 50 feet to the southeast corner of land
conveyed to one Carpenter et al; thence westerly, along said Car-
penter's southerly line, a distance of 75.3 feet to the northeast corner
of lands heretofore conveyed to Mrs. Nystrom; thence southerly along
said Nystrom's easterly line a distance of 50 feet; thence easterly
in a direct line, a distance of about 75 feet to the place of beginning.




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                                                                           (CEI)





                                 Parcel No. 20

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: Being in Lot Number 1 of the Erie Tract, and bounded
and described as follows:

    Commencing at a point in the east line of a 30 foot street, laid
out by Jennie Humphrey, on the west side of her property which
point is 385.8 feet northerly, measured along the east line of said
street, from a stone monument in the north line of Lake Road;
thence easterly, at right angles to said street, a distance of 75 feet;
thence northerly parallel with said street, a distance of 50 feet;
thence westerly, parallel with the southerly line hereof, a distance
of about 75 feet to the east line of said street; thence southerly
along the easterly line of said street, a distance of 50 feet to the
place of beginning. Being Lot Number Eight in the Jennie Humphrey
Allotment, not yet recorded, being the same more or less but subject
to all legal highways.

    Parcels Nos 16, 17, 18, 19 and 20 being the premises conveyed
to the Company by deed recorded in Volume 787, Page 17 of Ashta-
bula County Record of Deeds.

    Parcel No. 18 is subject to an easement for private right of way
as shown in an instrument recorded in Volume 389, Page 305 of
Ashtabula County Record of Deeds.

                                 Parcel No. 21

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, being part of original Ashtabula Township Lot No. 1
in the Erie Tract and is more fully bounded and described as follows:

    Beginning at a concrete monument at the southwest corner of lands now or
formerly owned by Fred A. and H. Noss, being also the southwest corner of lands
conveyed to Mary E. Peck by deed re- corded in Ashtabula County Record of Deeds
in Volume 222, at page 465; thence N. 87 degrees-26' W., 60.08 feet to a stone
in the easterly line of a twenty foot private driveway; thence N. 0 degrees
- -31' E., along the line of the private driveway, 20.00 feet to an iron pin;
thence continuing N. 0 degrees-31' E., 110.00 feet to an iron pin near the top
of the bank; thence continuing N. 0 degrees-31' E., 94.50 feet to an iron pin
near the bottom of the bank; thence continuing N. 0 degrees-31' E., 56 feet to
the waters of Lake Erie; thence N. 77 degrees-26' E., along the waterline,
61.20 feet to a point at the northwest corner of lands of Fred A. and R. Noss;
thence S. 0 degrees-26' W., along the west line of Noss 43.00 feet to an iron
pin near the bottom of the bank; thence continuing S. 0 degrees-26' W., 123.50
feet to an iron pin near the top of the bank; thence continuing S. 0
degrees-26' W., 130.00 feet to the point of beginning, containing within
said



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<PAGE>   416
                                                                           (CEI)





bounds 0.40 acres as surveyed by Kenneth A. Lynn & Associates,
Registered Surveyors. Said survey is shown on a map prepared by
Kenneth A. Lynn & Associates, Title "Survey of Part of Lot 1, Erie
Tract, Ashtabula Township, Ashtabula County" dated November 17,
1965, but subject to all legal highways.

                                 Parcel No. 22

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and known as being a part of Lot 1 in the Erie Tract
in said Township and bounded and described as follows:

    Beginning at a stone monument at the southeast corner of lands
of Alfred Swedenborg which stone is in the north line of a 30 foot
road; thence North 33 degrees 07' West along Swedenborg's East line to the
waters of Lake Erie; thence Easterly along the waters of Lake Erie
to the West line of land of N. E. and A. B. Nelson; thence South 8 degrees
43' East along said Nelsons West line to an iron pin in the north
line of said 30 foot road; thence South 73 degrees 10' West along the north
line of said 30 foot road 32.36 feet to the place of beginning and
containing about 47/100 of an acre, be the same more or less, but
subject to all legal waterways and highways.

                                 Parcel No. 23

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: Being a part of original Lot No. 1 in the Erie Tract,
bounded and described as follows:

    Commencing at a point in the east line of the west 30 foot road
laid out by Jennie Humphrey which point is 335.8 feet north meas-
ured along the line of said road from a stone monument at the inter-
section of the east line of said road and the north line of the Lake
Road so-called; thence easterly at right angles to said 30 foot road,
75 feet; thence northerly at right angles to the last described line,
50 feet; thence westerly parallel with the first described line, 75 feet
to the east line of said 30 foot road; thence southerly along the east
line of said road, 50 feet to the place of beginning and being Lot No.
7 in the Jennie Humphrey Allotment not yet recorded, being the same
land conveyed to Myrtie J. Culley by Jennie Humphrey by deed dated
August 10, 1922 and recorded in Volume 261, page 176 of Ashtabula
County Records of Deeds, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 24

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and known as being Sublot No. 18 in the unrecorded



                                     A-354





                                                                              

<PAGE>   417
                                                                           (CEI)





plat of Jennie Humphrey of a part of Lot 1 in the Erie Tract in said
Township and bounded and described as follows:

    Beginning at an iron pin at the southeast corner of said Lot No.
18 which pin is in the west line of a 30 foot road and 96 feet North
from the North line of the Lake Road; thence West 75.1 feet to an
iron pin; thence North 50 feet to an iron pin; thence East 75.14 feet
to an iron pin in the West line of said 30 foot road; thence South
along the West line of said 30 foot road 50 feet to the place of begin-
fling, and containing 8/100 of an acre, be the same more or less, but
subject to all legal highways.

                                 Parcel No. 25

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and known as being Sublot No. 17 in the unrecorded
plat of Jennie Humphrey of a part of Lot 1 in the Erie Tract in said
Township and bounded and described as follows:

    Beginning at an iron pin in the southeast corner of said Lot No.
17 which pin is in the west line of a 30 foot road and 146 feet north
from the north line of the Lake Road; thence West 75.14 feet to an
iron pin; thence North 50 feet to an iron pin; thence East 75.24 feet
to an iron pin in the West line of said 30 foot drive; thence South 50
feet to the place of beginning and containing 8/100 of an acre, be the
same more or less but subject to all legal highways.

                                 Parcel No. 26

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and known as being Sublot No. 1 in the unrecorded
plat of Jennie Humphrey of a part of Lot 1 in the Erie Tract in said
Township and bounded and described as follows:

    Beginning at an iron pin at the southwest corner of said Lot
No. 1 which pin is in the East line of a 30 foot road and on the north
line of the Lake Road; thence Northerly along the East line of said
30 foot road on the north line of the Lake Road; thence Northerly
along the East line of said 30 foot road and 135.8 feet to an iron pin;
thence Easterly 37.5 feet to an iron pin; thence southerly parallel
with first described line 113.4 feet to an iron pin in the North line
of the Lake Road; thence Southwesterly along the north line of said
Lake Road 43.7 feet to the place of beginning and containing 11/100
of an acre, be the same more or less, but subject to all legal highways.

    Parcels Nos. 21, 22, 23, 24, 25 and 26 being the premises con-
veyed to the Company by deed recorded in Volume 757, Page 80 of
Ashtabula County Record of Deeds.



                                     A-355





                                                                              

<PAGE>   418
                                                                           (CEI)





                                 Parcel No. 27

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio, and bounded and described as follows: And known
as being a part of Lot Number One (1) in the Erie Tract and bounded
and described as follows:

    Commencing at a point in the south line of a thirty (30) foot
road laid out by Jennie Humphrey, which road runs in an easterly
and westerly direction, which point in the south line of said road is
seventy-eight and seven-tenths (78.7) feet easterly from a stone
monument at the intersection of the south line of said road and the
east line of a thirty (30) foot road laid out by said Jennie Humphrey,
which road runs in a northerly and southerly direction and adjoins
the lands of one Swedenberg; thence southerly on a line parallel with
said north and south road seventy (70) feet; thence easterly at
right angles to the last described line thirty-seven and sixty-five
hundredths (37.65) feet; thence northerly on a line parallel with the
first described line eighty-one and two tenths (81.2) feet to the south
line of said east and west road; thence westerly along the south line
of said east and west road thirty-nine and thirty-five hundredths
(39.35) feet to the place of beginning and being lot No. 11 (eleven)
in the Jennie Humphrey Allotment not yet recorded.

                                 Parcel No. 28

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio, and bounded and described as follows: And known
as being a part of Lot Number One (1) in the Erie Tract and bounded
and described as follows:

    Commencing at a point in the south line of a thirty (30) foot
road, laid out by Jennie Humphrey, which road runs in an easterly
and westerly direction, which point in the south line of said road is
thirty-nine and thirty-five hundredths (39.35) feet easterly from a
stone monument at the intersection of the south line of said road and
the east line of a thirty (30) foot road laid out by said Jennie
Humphrey, which road runs in a northerly and southerly direction
and adjoins the land of one Swedenberg; thence southerly on a line
parallel with said north and south road one hundred eight and five
tenths (108.5) feet; thence easterly at right angles to the last de-
scribed line thirty-seven and sixty-five hundredths (37.65) feet;
thence northerly on a line parallel with the first described line one
hundred twenty (120) feet to the south line of said east and west
road; thence westerly along the south line of said east and west
road thirty-nine and thirty-five (39.35) hundredths feet to the place
of beginning and being lot Number ten (10) in the Jennie Humphrey
Allotment, not yet recorded.


                                     A-356





                                                                              

<PAGE>   419
                                                                           (CEI)





    Parcels Nos. 27 and 28 being the premises conveyed to the Com-
pany by deed recorded in Volume 767, Page 138 of Ashtabula County
Record of Deeds.

    Parcel No. 28 is subject to an easement for private right of way
purposes as shown in a deed recorded in Volume 739, Page 166 of
Ashtabula County Record of Deeds.

                                 Parcel No. 29

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: And known as being Lot Number 28 of the proposed
Plat of the Jennie Humphrey Allotment which is part of Lot No. 1
in the Erie Tract and bounded and described as follows:

    Commencing at a point 70 feet south of a cement monument in
the west line of lands formerly owned by Olaf Arvidson; thence
westerly at right angles to Arvidson's west line seventy-seven and
fix-tenths (77.6) feet to the east line of the road running north from
the Lake Road; thence southerly along the east line of said road a
distance of 50 feet; which line is parallel with the west line of said
Arvidson's lot; thence easterly parallel with the north line 77.6
feet to a point in Arvidson's west line; thence northerly along
Arvidson's west line 50 feet to the place of beginning.

                                 Parcel No. 30

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and described as follows:

    Being a part of lot No. 1 in the Erie Tract and bounded and
described as follows: Commencing at a point in the line between
lands of said Jennie Humphrey and one Arvidson which point is 281.5
feet northerly from the north line of the Lake Road; thence westerly
at right angles to the Est described line 77.6 feet to the east line
of a 30 foot road; thence northerly along the east line of said road
50 feet; thence easterly at right angles to the last described line
77.6 feet to lands of said Arvidson; thence southerly along the west
line of lands of said Arvidson 50 feet to the place of beginning and
being lot No. 27 in the Jennie Humphrey Allotment as surveyed by
E. C. Hrabeck on October 1916, which plat is not yet recorded.
Being the same premises conveyed to said Gus E. Johnson by C. R.
EckIer et al by deed dated May 21, 1921 and recorded in Ashtabula
County Records of Deeds, Volume 254, page 428.

                                 Parcel No. 31

    Situated in Township of Ashtabula and County of Ashtabula
and State of Ohio, and described as follows: Being part of Lot No.
1 in the Erie Tract and bounded and described as follows:


                                     A-357





                                                                              

<PAGE>   420
                                                                           (CEI)





    Commencing at a stone monument at the intersection of the
north line of the Lake Road, so-called and the west line of the east
30 foot road laid out by Jennie Humphrey; thence northerly along
the west line of said 30 foot road, 96 feet; thence westerly at right
angles for the last described line, 37.50 feet; thence southerly on
the line parallel with said 30 foot road, 118.4 feet to the north line
of the Lake Road; thence easterly along the north line of said
Lake Road, 43.7 feet to the place of beginning and being Lot No.
20 in the Jennie Humphrey allotment not yet recorded.


                                 Parcel No. 32

    Situated in the Township of Ashtabula and County of Ashtabula
and State of Ohio, and described as follows: Being part of Lot No. 1
in the Erie Tract and bounded and described as follows:

    Commencing at a point in the north line of the Lake Road 43.7
feet westerly measured along the line of said road from a stone
monument at the intersection of the north line of said road and the
west line of the east 30 foot road laid out by said Jennie Humphrey;
thence northerly parallel with said 30 foot road, 118.4 feet; thence
westerly at right angles to the last described line, 37.5 feet; thence
southerly parallel with the first described line, 140.9 feet to the north
line of the Lake Road; thence easterly along the north line of said
Lake Road, 43.7 feet to the place of beginning and being Lot No. 19
in the Jennie Humphrey Allotment, not yet recorded.


                                 Parcel No. 33

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio, and known as being a part of Lot No. 1 in the
Erie Tract and bounded and described as follows:

    Commencing at a point in the east line of the east 30 foot
road laid out by Jennie Humphrey; which point is 78 feet northerly
measured along the east line of said 30 foot road from a stone monu-
ment at the intersection of said road with the north line of the Lake
Road; thence easterly at right angles to said 30 foot road; 77.6
feet to the east line of the Humphrey property; thence northerly
along the east line of said Humphrey property, 50 feet; thence
westerly on a line parallel with the first described line, 77.6 feet to
the east line of said 30 foot road; thence southerly along the east
line of said 30 foot road 50 feet to the place of beginning and being
lot No. 22 in the Jennie Humphrey allotment not yet recorded, being
the same more or less, but subject to all legal highways.




                                     A-358





                                                                              

<PAGE>   421
                                                                           (CEI)





                                 Parcel No. 34

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and described as follows:

    Being part of Lot No. 1 in the Erie Tract and bounded and de-
scribed as follows, to wit: Commencing at a point in the east line
30 foot road laid out by Jennie Humphrey, which point is 278 feet
northerly measured along the east line of said 30 foot road from a
stone monument at the intersection of said road with the north
line of the Lake Road; thence easterly at right angles to said 30
foot road 77.6 feet to the east line of the Humphrey property; thence
northerly along the east line of the said Humphrey property 50
feet; thence westerly on a line parallel with the first described line
77.6 feet to the east line of said 30 foot road; thence southerly along
the east line of said 30 foot road 50 feet to the place of beginning
and being lot 26 in the Jennie Humphrey Allotment not yet recorded.

                                 Parcel No. 35

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio; And known as being a part of Lot No. 1 in the
Erie Tract and bounded and described as follows:

    Commencing at a point in the east line of the 30 foot road laid
out by said Humphrey which point is 128 feet from a stone monument
at the intersection of the east line of said road and the north line
of the Lake Road, so-called; thence northerly along the east line of
said 30 foot road one hundred (100) feet; thence easterly at right
angles to the last described line 77.6 feet; thence southerly at right
angles to the last described line 100 feet; thence westerly at right
angles to the last described line 77.6 feet to the place of beginning
and being Lots Nos. 23 and 24 in the Jennie Humphrey Allotment in
said Township, not yet recorded.

    Together with the right to use in common with adjoining owners,
the 20 foot roadway extending to the Lake, between lands of Stella
M. Bartram and Mary B. Crockett.

                                 Parcel No. 36

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio; And known as being a part of Lot No. 1 in the Erie
Tract and bounded and described as follows:

    Commencing at a stone monument at the intersection of the
north line of Lake Road and the east line of the east 30 feet road
laid out by Jennie Humphrey; thence northerly along the east line
of said 30 foot road, 78 feet; thence easterly at right angles to the
last described line 77.6 feet to the east line of said Humphrey prop-


                                     A-359





                                                                              

<PAGE>   422
                                                                           (CEI)





erty; thence southerly along the east line of said Humphrey prop-
erty; 31.5 feet to the north line of the Lake Road; thence westerly
along the north line of said Lake Road 90.5 feet to the place of be-
ginning and being Lot No. 21 in the Jennie Humphrey Allotment,
not yet recorded.

                                 Parcel No. 37

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and described as follows: Being a part of Lot No. 1
in the Erie Tract and bounded and described as follows:

    Beginning at a point in the east line of the west thirty (30)
foot road laid out by said Humphrey, which point is 185.8 feet
northerly measured along the east line of said road from a stone
monument at the intersection of the east line of said road and the
north line of the Lake Road; thence easterly at right angles to said
30 foot road 75 feet; thence northerly parallel with said 30 foot
road, 50 feet; thence westerly at right angles to the last described
line 75 feet to the east line of said 30 foot road; thence southerly
along the east line of said road 50 feet to the place of beginning and
being lot No. 4 in the Jennie Humphrey Allotment not yet recorded,
together with the right to use in common with adjoining owners,
the streets laid out on said plat by said Jennie Humphrey.

                                 Parcel No. 38

    Situated in the Township of Ashtabula, County of Ashtabula,
and State of Ohio, and described as follows: Known as being part
of lot No. 1 in the Erie Tract and Bounded and described as follows:

    Commencing at a point in the east line of the west 30 foot road
laid out by Jennie Humphrey, which point is one hundred thirty-five
and eight tenths (135.8) feet northerly measured along the east line
of said 30 foot road from a stone monument at the intersection of
said east line with the north line of the Lake Road; thence easterly
at right angles to the last described line 75 feet; thence northerly
parallel with the east line of said 30 foot road, 50 feet; thence
westerly parallel with the first described line, 75 feet to the east line
of said 30 foot road; thence southerly along the east line of said
30 foot road, 50 feet to the place of beginning and being lot No. 3
in the Jennie Humphrey Allotment, not yet recorded, being the same
more or less but subject to all legal highways.

                                 Parcel No. 39

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio, and known as being part of Lot No. 1 in the Erie
Tract and bounded and described as follows:


                                     A-360





                                                                             

<PAGE>   423
                                                                           (CEI)





    Commencing at a point in the north line of the Lake Road which
point is 47.3 feet easterly from a stone monument at the intersection
of the north line of said road and the east line of the west 30 foot
road laid out by said Jennie Humphrey; thence northerly parallel
with said 30 foot road, 113.4 feet thence easterly at right angles
to the last described line, 37.5 feet; thence southerly on a line parallel
with the first described line, 90.9 feet to the north line of said Lake
Road; thence westerly along the north line of said Lake Road, 43.7
feet to the place of beginning and being Lot No. 2 in the Jennie
Humphrey Allotment, being the same more or less but subject to all
legal highways.

    Parcel Nos. 29 to 30, inclusive, being the premises appropriated
by the Company as shown in Journal Entries made in Cases Nos.
61025, 61026, 61027, 61030, 61034 and 61035 in the Court of Common
Pleas of Ashtabula County.


                           AVON LAKE PLANT ADDITION

                                 Parcel No. 40

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Avon Township Section No. 6
and being all the premises conveyed to The Cleveland Electric
Illuminating Company by deeds recorded in the following Volumes
and Pages of Lorain County Record of Deeds, and also known, re-
spectively, as the following sublots in the unrecorded Krogh-Barr
Syndicate's Avon Beach Allotment proposed and having, respectively,
the following Lorain County Auditor's Permanent Parcel Numbers:


<TABLE>

<CAPTION>

                                         Permanent
  Volume    Page     Sublot Number     Parcel Number
  ------    ----     -------------     -------------
<S>         <C>      <C>             <C>
 1024       278            599       04-00-006-125-059
 1024         7            617       04-00-006-125-024
 1024       911            624       04-00-006-131-001
 1024       911            625       04-00-006-131-002
 1004        31            628       04-00-006-131-005
 1004        31            629       04-00-006-131-006
 1019       509            635       04-00-006-131-012
 1025       496            638       04-00-006-131-015
 1025       496            639       04-00-006-131-016
 1003       536            646       04-00-006-131-023
 1025       829            647       04-00-006-131-024
 1025       829            648       04-00-006-131-025
 1025       165            649       04-00-006-131-026
 1025       165            650       04-00-006-131-027
                   

</TABLE>
                   

                        A-361





                                                                             

<PAGE>   424
                                                                           (CEI)


<TABLE>

<CAPTION>
                                               Permanent
  Volume    Page          Sublot Number      Parcel Number
 -------    ----          -------------      -------------
<S>        <C>            <C>             <C>
 1024       483               651          04-00-006-131-028
 1052       174               661          04-00-006-130-059
 1052       174               662          04-00-006-130-058
 1052       174               663          04-00-006-130-057
 1014       386               672          04-00-006-130-048
 1014       386               673          04-00-006-130-047
</TABLE>
be the same more or less, but subject to all legal highways.

    Parcel No. 40 being the premises conveyed to the Company by
deeds recorded in the Volumes and Pages aforesaid of Lorain County
Record of Deeds.

    Parcel No. 40 is subject to building setback restrictions as
shown in various of the aforesaid deeds and in deeds of certain of
the Company's predecessors in title recorded in Lorain County Record
of Deeds.

                       Parcel No. 41

    An undivided 1/2 interest in premises situated in the City of Avon
Lake, County of Lorain and State of Ohio and known as being part
of Avon Township Section No. 6 and being Sublot No. 223 in the
unrecorded Krogh-Barr Syndicates Avon Beach Allotment proposed
and being Permanent Parcel No. 04-00-006-121-042 and being the
same premises conveyed to The Cleveland Electric Illuminating
Company by deed recorded in Volume 1096, Page 933 of Lorain
County Deed Records, be the same more or less, but subject to all
legal highways.

    Parcel No. 41 being the premises conveyed to the Company by
deed recorded in Volume 1096, Page 933 of Lorain County Record of
Deeds.

    Parcel No. 41 is subject to building setback restrictions as shown
in a deed recorded in Volume 186, Page 60 of Lorain County Record
of Deeds.

                AVON LAKE PLANT FUEL STORAGE

                       Parcel No. 42

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Avon Township Section No. 6
and being all the premises conveyed to The Cleveland Electric
Illuminating Company by deeds and a Journal Entry of Appropriation
recorded in the following Volumes and Pages of Lorain County Record
of Deeds, and also known, respectively, as the following sublots in
the unrecorded Krogh-Barr Syndicate's Avon Beach Allotment pro-
posed and having, respectively, the following Lorain County Auditor's
Permanent Parcel Numbers:


                                     A-362





                                                                             

<PAGE>   425
                                                                           (CEI)
<TABLE>


<CAPTION>

                                                    Permanent
Volume      Page               Sublot Number      Parcel Number
- ------      ----               -------------      -------------
<S>        <C>                     <C>        <C>
 1026       742                     558         04-00-006-119-035
 1026       742                     557         04-00-006-119-036
 1025       827                     556         04-00-006-119-037
 1025       827                     555         04-00-006-119-037
 1024       280                     554         04-00-006-119-038
 1024       280                     553         04-00-006-119-038
 1024       284                     420         04-00-006-120-047
 1024       284                     421         04-00-006-120-047
 1025       944                     422         04-00-006-120-018
 1025       944                     423         04-00-006-120-018
 1027       517                     424         04-00-006-120-019
 1024       181                     425         04-00-006-120-020
 1024       181                     426         04-00-006-120-021
 1024       183                     427         04-00-006-120-046
 1024       183                     428         04-00-006-120-046
 1019       768                     396         04-00-006-120-034
 1019       768                     395         04-00-006-120-035
 1019       768                     394         04-00.006-120-036
 1020       834                     393         04-00-006-120-037
 1020       834                     392         04-00-006-120-038
 1020       238                     391         04-00-006-120-039
 1020       238                     390         04-00-006-120-040
 1021        85                     389         04-00-006-120-041
 1021        85                     388         04-00-006-120-042
 1020       544                     387         04-00-006-120-043
 1020       544                     386         04-00-006-120-044
 1028       435                     385         04-00-006-120-045
 1028       435                     384         04-00-006-120-045
 1023       918                     236         04-00-006-121-006
 1020       201                     237         04-00-006-121-007
 1020       201                     238         04-00-000-121-008
 1020       201                     239         04-00-006-121-009
 1027       210                     240         04-00-006-121-010
 1020       199                     241         04-00-006-121-011
 1027       676                     242         04-00-006-121-012
 1021        87                     243         04-00-006-121-013
 1021        87                     244         04-00-006-121-014
 1047       899                     245         04-00-006-121-015
 1047       899                     246         04-00-006-121-016
 1027       210                     247         04-00-006-121-017
 1020       483                     248         04-00-006-121-018
 1020       483                     249         04-00-006-121-019
 1020       483                     250         04-00-006-121-020
 1028       361                     251         04-00-006-121-021
 1019       770                     252         04-00-006-121-022
</TABLE>
                                     A-363





                                                                             

<PAGE>   426
                                                                           (CEI)

<TABLE>

<CAPTION>

                                                Permanent
Volume     Page            Sublot Number      Parcel Number
- ------     ----            -------------      -------------
<S>       <C>               <C>             <C>
1019       770                 253          04-00-006-121-023
1019       836                 254          04-00-006-121-024
1027       210                 255          04-00-006-121-025
1028       435                 256          04-00-006-121-026
1028       435                 257          04-00-006-121-027
1027       210                 258          04-00-006-121-028
1018       964                 259          04-00-006-121-029
1020       201                 234          04-00-006-121-031
1020       201                 233          04-00-006-121-032
1020       201                 232          04-00-006-121-033
1020       201                 231          04-00-006-121-034
1020       998                 230          04-00-006-121-035
1021        89                 229          04-00-006-121-036
1021        89                 228          04-00-006-121-037
1021        89                 227          04-00-006-121-038
1021        89                 226          04-00-006-121-039
1020       542                 225          04-00-006-121-040
1020       542                 224          04-00-006-121-041
1052       174                 222          04-00-006-121-043
1052       174                 221          04-00-006-121-044
1052       174                 220          04-00-006-121-045
1028       361                 219          04-00-006-121-046
1019       770                 218          04-00-006-121-047
1019       770                 217          04-00-006-121-048
1021       514                 216          04-00-006-121-049
1021       514                 215          04-00-006-121-050
1021       514                 214          04-00-006-121-051
1021       514                 213          04-00-006-121-052
1021       514                 212          04-00-006-121-053
1019       956                 211          04-00-006-121-054
1052       174                  80          04-00-006-122-023
1052       174                  81          04-00-006-122-024
1021       178                 552          04-00-006-125-031
1021       178                 551          04-00-006-125-031
1026       744                 550          04-00-006-125-032
1026       744                 549          04-00-006-125-032
1026       744                 548          04-00-006-125-033
1024       278                 547          04-00-006-125-059
1024        13                 544          04-00-006-125-037
1024        13                 543          04-00-006-125-037
1028       353                 542          04-00-006-125-058
1028       353                 541          04-00-006-125-058
1028       353                 540          04-00-006-125-058
1023       271                 539          04-00-006-125-041
1023       564                 533          04-00-006-125-047
</TABLE>                    
                           A-364





                                                                             

<PAGE>   427
                                                                           (CEI)
<TABLE>

<CAPTION>


                                     Permanent
Volume     Page   Sublot Number     Parcel Number
- ------     ----   -------------     -------------
<S>       <C>        <C>          <C>
1023       564          532      04-00-006-125-048
1043       770          531      04-00-006-125-056
1043       770          530      04-00-006-125-056
1024         7          529      04-00-006-125-051
1024         7          528      04-00-006-125-051
1024       509          527      04-00-006-125-052
1024       509          526      04-00-006-125-052
1024       911          522      04-00-006-131-058
1024       911          521      04-00-006-131-058
1024       911          520      04-00-006-131-058
1051       239          519      04-00-006-131-036
1051       239          518      04-00-006-131-037
1051       239          517      04-00-006-131-038
1024       909          516      04-00-006-131-039
1024       909          515      04-00-006-181-039
1025       565          514      04-00-006-131-040
1025       565          513      04-00-006-131-040
1045        95          512      04-00-006-131-041
1045        95          511      04-00-006-131-041
1026       941          510      04-00-006-131-056
1026       941          509      04-00-006-131-056
1025       496          508      04-00-006-131-044
1025       496          507      04-00-006-131-044
1026        15          506      04-00-006-131-045
1026        15          505      04-00-006-131-045
1035        45          504      04-00-006-131-046
1035        45          503      04-00-006-131-046
1019       134          502      04-00-006-131-047
1019       134          501      04-00-006-131-048
1019       134          500      04-00-006-131-048
1025       829          499      04-00-006-131-049
1025       829          498      04-00-006-131-049
1025       165          497      04-00-006-131-050
1025       165          496      04-00-006-131-050
1050       404          429      04-00-006-126-058
1050       404          430      04-00-006-126-058
1037       262          431      04-00-006-126-003
1037       262          432      04-00-006-126-003
1024       478          435      04-00-006-126-006
1024       723          436      04-00-006-126-007
1024       723          437      04-00-006-126-008
1024         9          438      04-00-006-126-057
1024         9          439      04-00-006-126-057
1024         9          440      04-00-006-126-057
1024        11          443      04-00-006-126-014
</TABLE>          
                                     A-365





                                                                             

<PAGE>   428
                                                                           (CEI)
<TABLE>

<CAPTION>


                                               Permanent
Volume     Page        Sublot Number          Parcel Number
- ------     ----        -------------          -------------
<S>       <C>     <C>                      <C>

 1024       11                       444    04-00-006-126-014
 1029      540                       445    04-00-006-126-015
 1029      540                       446    04-00-006-126-015
 1029      418                       447    04-00-006-126-016
 1029      418     Nly 17.50 feet of 448    04-00-006-126-016
 1035      906     Sly 17.50 feet of 448    04-00-006-126-017
 1035      906                       449    04-00-006-126-017
 1039      723                       450    04-00-006-126-018
 1039      723     Nly 17.50 feet of 451    04-00-006-126-018
 1020      485     Sly 17.50 feet of 451    04-00-006-126-019
 1020      485                       452    04-00-006-126-019
 1057      370                       453    04-00-006-126-056
 1057      370                       454    04-00-006-126-056
 1085      677                       260    04-00-006-127-001
 1085      677                       261    04,00-006-127-002
 1085      677                       264    04,00-006-127-005
 1085      677                       265    04-00-006-127-006
 1085      677                       266    04-00-006-127-007
 1085      677                       210    04-00-006-127-031
 1085      677                       207    04-00-006-127-034
 1085      677                       206    04-00-006-127-035
 1085      677                       205    04-00-006-127-036
 1085      677                       204    04-00-006-127-037
 1027      359                       461    04-00-006-132-003
 1027      359     Nly 17.50 feet of 462    04-00-006-132-003
 1024       87     Sly 17.50 feet of 462    04-00-006-132-004
 1024       87                       463    04-00-006-132-004
 1023      271                       464    04-00-006-132-005
 1052      174                       465    04-00-006-132-006
 1052      174                       466    04-00-006-132-007
 1052      174                       467    04-00-006-132-008
 1052      174                       468    04-00-006-132-009
 1052      174                       469    04-00-006-132-010
 1030      785                       470    04-00-006-132-011
 1030      785                       471    04-00-006-132-011
 1026      124                       472    04-00-006-132-012
 1026      124                       473    04-00-006-132-012
 1024      282                       474    04-00-006-132-053
 1024      282                       475    04-00-006-132-053
 1024      282                       476    04-00-006-132-053
 1022      396                       477    04-00-006-132-016
 1022      396                       478    04-00-006-132-016
 1033      800                       479    04-00-006-132-017
 1033      800                       480    04-00-006-132-017
 1033      800                       481    04-00-006-132-017
</TABLE>
                                     A-366





                                                                             

<PAGE>   429
                                                                           (CEI)
<TABLE>

<CAPTION>


                                                 Permanent
Volume    Page            Sublot Number        Parcel Number
- ------    ----            -------------        -------------
<S>      <C>        <C>                     <C>
 1032       812                     482      04-00-006-132-018
 1025       498                     483      04-00-006-132-019
 1025       498                     484      04-00-006-132-019
 1052       174                     485      04-00-006-132-020
 1051       646                     486      04-00-006-132-021
 1051       646      Nly 30 feet of 487      04-00-006-132-021
 1037       262                     380      04-00-006-126-029
 1026       502                     379      04-00-006-126-030
 1033       802                     378      04-00-006-126-031
 1040       541                     377      04-00-006-126-032
 1024       723                     375      04-00-006-126-034
 1024       723                     374      04-00-006-126-035
 1024       723                     373      04-00-006-126-036
 1024       723                     372      04-00-006-126-037
 1024       723                     371      04-00-006-126-038
 1024       152                     370      04-00-006-126-039
 1024       152                     369      04-00-006-126-040
 1032       196                     368      04-00-006-126-041
 1023       338                     367      04-00-006-126-042
 1023       338                     366      04-00-006-126-043
 1029       418                     365      04-00-006-126-044
 1029       418                     364      04-00-006-126-045
 1035       906                     363      04-00-006-126-046
 1023       560                     359      04-00-006-126-050
 1032       814                     353      04-00-006-132-023
 1027       206                     352      04-00-006-132-024
 1023       273                     351      04-00-006-132-025
 1044       732                     350      04-00-006-132-026
 1044       732                     349      04-00-006-132-027
 1044       732                     348      04-00-006-132-028
 1044       732                     347      04-00-006-132-029
 1044       732                     346      04-00-006-132-030
 1044       732                     345      04-00-006-132-031
 1052       174                     344      04-00-006-132-032
 1052       174                     343      04-00-006-132-033
 1052       174                     342      04-00-006-132-034
 1052       174                     341      04-00-006-132-035
 1052       174                     340      04-00-006-132-036
 1027       214                     339      04-00-006-132-037
 1027       214                     338      04-00-006-132-038
 1023       920                     333      04-00-006-132-043
 1023       920                     332      04-00-006-132-044
 1025       195                     331      04-00-006-132-045
 1025       195                     330      04-00-006-132-046

</TABLE>

                                     A-367





                                                                             

<PAGE>   430
                                                                           (CEI)
<TABLE>


<CAPTION>


                                                          Permanent
Volume               Page           Sublot Number       Parcel Number
- ------               ----           -------------       -------------
<S>       <C>                           <C>           <C>
1025       195                           329          04-00-006-132-047
1025       195                           328          04-00-006-132-048
1052       174                           327          04-00-006-132-049
1052       174                           326          04-00-006-132-050
1052       174                           325          04-00-006-132-051
1085       677, 679, 681, 683, 685       260          04-00-006-127-001
1085       677, 679, 681, 683, 685       261          04-00-006-127-002
1023       560                           262          04-00-006-127-003
1085       677, 679, 681, 683, 685       264          04-00-006-127-005
1085       677, 679, 681, 683, 685       265          04-00-006-127-006
1085       677, 679, 681, 683, 685       266          04-00-006-127-007
1023       920                           267          04-00-006-127-008
1023       920                           268          04-00-006-127-009
1023       920                           269          04-00-006-127-010
1023       920                           270          04-00-006-127-011
1023       920                           271          04-00-006-127-012
1023       920                           272          04-00-006-127-013
1023       920                           273          04-00-006-127-014
1025       106                           274          04-00-006-127-015
 962       697                           275          04-00-006-127-016
1023       920                           277          04-00-006-127-018
1023       920                           278          04-00-006-127-019
1024       481                           279          04-00-006-127-020
1023       920                           280          04-00-006-127-021
1020       892                           281          04-00-006-127-022
1025       199                           282          04-00-006-127-023
1025       199                           283          04-00-006-127-024
1025       199                           284          04-00-006-127-025
1025       199                           285          04-00-006-127-026
1023       918                           288          04-00-006-127-029
1023       920                           289          04-00-006-127-030
1027       945                           290          04-00-006-133-001
1023       920                           291          04-00-006-133-002
1023       920                           292          04-00-006-133-003
1031        87                           293          04-00-006-133-004
1027       208                           294          04-00-006-133-005
1027       208                           295          04-00-006-133-006
1027       208                           296          04-00-006-133-007
1025       197                           297          04-00-006-133-008
1023       920                           298          04-00-006-133-009
1021       512                           299          04-00-006-133-010
1021       512                           300          04-00-006-133-011
1023       920                           301          04-00-006-133-012
1023       920                           302          04-00-006-133-013
</TABLE>

                                     A-368





                                                                             

<PAGE>   431
                                                                           (CEI)
<TABLE>


<CAPTION>

                                                          Permanent
Volume               Page        Sublot Number          Parcel Number
- ------               ----        -------------          -------------
<S>       <C>                       <C>              <C>
1023       920                        304             04-00-006-133-015
1023       920                        305             04-00-006-133-016
1025       734                        306             04-00-006-133-017
1025       734                        307             04-00-006-133-018
1037       569                        313             04-00-006-133-024
1025       104                        314             04-00-006-133-025
1025       104                        315             04-00-006-133-026
1085       677, 679, 681, 683, 685    210             04-00-006-127-031
1028       579                        209             04-00-006-127-032
1028       579                        208             04-00-006-127-033
1085       677, 679, 681, 683, 685    207             04-00-006-127-034
1085       677, 679, 681, 683, 685    206             04-00-006-127-035
1085       677, 879, 681, 683, 685    205             04-00-006-127-036
1085       677, 679, 681, 683, 685    204             04-00-006-127-037
1028       960                        201             04-00-006-127-040
1028       577                        200             04-00-006-127-041
1028       577                        199             04-00-006-127-042
1021       413                        198             04-00-006-127-043
1021       413                        197             04-00-006-127-044
1038       440                        195             04-00-006-127-046
1028       962                        194             04-00-006-127-047
1028       962                        193             04-00-006-127-048
1023       560                        190             04-00-006-127-051
1028       560                        189             04-00-006-127-052
1023       560                        188             04-00-006-127-053
1027       214                        187             04-00-006-127-054
1028       583                        186             04-00-006-127-055
1034       325                        185             04-00-006-127-056
1028       964                        183             04-00-006-127-058
1028       964                        182             04-00-006-127-059
1028       964                        181             04-00-006-127-060
1027       947                        180             04-00-006-133-033
1028       964                        179             04-00-006-133-034
1028       964                        178             04-00-006-133-035
1028       964                        177             04-00-006-133-036
1027       214                        176             04-00-006-133-037
1038       802                        175             04-00-006-133-038
1033       802                        174             04-00-006-133-039
1021        89                        173             04-00-006-133-040
1021        89                        172             04-00-006-133-041
1020       238                        170             04-00-006-133-043
1057       274                        169             04-00-006-133-044
1027       214                        168             04-00-006-133-045


</TABLE>

                                     A-369





                                                                             

<PAGE>   432
                                                                           (CEI)
<TABLE>

<CAPTION>


                                              Permanent
Volume     Page            Sublot Number    Parcel Number
- ------     ----            -------------    -------------
<S>       <C>               <C>           <C>
1027       214                  166        04-00-006-133-047
1027       214                  165        04-00-006-133-048
1025       734                  164        04-00-006-133-049
1025       734                  163        04-00-006-133-050
1027       214                  162        04-00-006-133-051
1027       214                  161        04-00-006-133-052
1027       214                  160        04-00-006-133-053
1032       810                  159        04-00-006-133-054
1070       455                  157        04-00-006-133-056
1021       677                  155        04-00-006-133-058
1036        57                  154        04-00-006-133-059
 416       194                   87        04-00-006-128-001
 416       578                   88        04-00-006-128-002
1028       581                   89        04-00-006-128-003
1028       581                   90        04-00-006-128-004
1028       201                   91        04-00-006-128-005
1028       201                   92        04-00-006-128-006
1028       201                   93        04-00-006-128-007
1028       731                   94        04-00-006-128-008
1028       731                   95        04-00-006-128-009
1028       731                   96        04-00-006-128-010
1028       731                   97        04-00-006-128-011
1028       731                   98        04-00-006-128-012
1028       731                   99        04-00-006-128-013
 962       697                  100        04-00-006-128-014
 962       697                  101        04-00-006-128-015
1027       214                  109        04-00-006-128-023
1032       814                  110        04-00-006-128-024
1032       814                  111        04-00-006-128-025
1038       337                  112        04-00-006-128-026
1038       337                  113        04-00-006-128-027
1027       214                  114        04-00-006-128-028
 962       697                  115        04-00-006-128-029
 962       697                  116        04-00-006-128-030
1038       335                  117        04-00-006-134-001
1038       335                  118        04-00-006-134-002
1037       715                  121        04-00-006-134-005
1020       238                  123        04-00-006-134-007
1020       238                  124        04-00-006-134-008
1033       417                  125        04-00-006-134-009
1038       337                  126        04-00-006-134-010
1038       337                  127        04-00-006-134-011
1038       337                  128        04-00-006-134-012
                                           
</TABLE>                                   

                                     A-370





                                                                             

<PAGE>   433
                                                                           (CEI)
<TABLE>


<CAPTION>

                                               Permanent
  Volume     Page           Sublot Number    Parcel Number
  ------     ----           -------------    -------------
<S>         <C>                <C>          <C>
  1020       238                 129       04-00-006-134-013
  1020       238                 130       04-00-006-134-014
  1020       238                 131       04-00-006-134-015
  1020       238                 132       04-00-006-134-016
  1020       238                 133       04-00-006-134-017
  1020       238                 134       04-00-006-134-018
  1020       238                 135       04-00-006-134-019
  1020       238                 136       04-00-006-134-020
  1020       238                 137       04-00-006-134-021
  1020       238                 138       04-00-006-134-022
   962       697                 139       04-00-006-134-023
  1030       783                 140       04-00-006-134-024
  1021       677                 145       04-00-006-134-029
  1027       214                 146       04-00-006-134-030
</TABLE>                        
be the same more or less, but subject to all legal highways.

    Parcel No. 42 being the premises conveyed to the Company by
deeds recorded in the Volumes and Pages aforesaid of Lorain County
Record of Deeds.

    Parcel No. 42 is subject to building setback restrictions as shown
in various of the aforesaid deeds and in deeds of certain of the
Company's predecessors in title recorded in Lorain County Record
of Deeds.

                              CRYSTAL SUBSTATION

                                 Parcel No. 43

    Situated in the City of North Olmsted, County of Cuyahoga and
State of Ohio, and known as being part of Original Olmsted Township
Lot No. 1 Tract No. 6, bounded and described as follows:

    Beginning in the center line of Lorain Road, distant North
46 degrees 17' 45" East 2254.38 feet measured along said center line from
the westerly boundary line of Cuyahoga County, said place of be-
ginning being also the most northerly corner of land formerly regis-
tered in the name of Fred D. Ruckman and Jennie E. Ruckman
in Certificate of Title No. 11228; Thence North 46 degrees 17' 45" East along
the center line of Lorain Road 79 feet; thence South 43 degrees 42' 15" East
221.27 feet to the westerly line of land formerly registered in the
name of Levi Thompson, Jr. in Certificate of Title No. 10514; Thence
southerly along said westerly line to the northeasterly line of land
conveyed to Fred D. Ruckman and Jennie E. Ruckman as aforesaid;


                                     A-371





                                                                             

<PAGE>   434
                                                                           (CEI)





Thence North 43 degrees 42' 15" West along said northeasterly line 300.49
feet to the place of beginning, be the same more or less.

    Subject to all legal highways.

    Parcel No. 43 being the premises conveyed to the Company as
shown in Land Title Registration Document Number 114573 recorded
in Book 564, Page 114573 of Cuyahoga County Record of Land Title
Registrations.

                               DARWIN SUBSTATION

                                   Parcel No. 44

    Situated in the City of Westlake, County of Cuyahoga and State
of Ohio, and known as being a part of Original Dover Township
Lot No. 76 and a part of First Street, now vacated, and bounded
and described as follows:

    Beginning on the Southerly line of land conveyed to The New
York, Chicago and St. Louis Railway Company by deed dated June
2, 1882 and recorded in Volume 327, Page 406 of Cuyahoga County
Records at a point distant North 87 degrees 42' 45" West a distance of 430
feet, as measured along said Southerly line from its intersection with
the center line of Canterbury Road, 60 feet in width, said place of
beginning being the Northwesterly corner of a parcel of land con-
veyed to The Cleveland Electric Illuminating Company by deed dated
October 21, 1966 and recorded in Volume 11874, Page 213 of Cuya-
hoga County Records; thence South 3 degrees 05' 22" West, parallel to said
center line of Canterbury Road, along the Westerly line of land so
conveyed and continuing along the Westerly line of land conveyed
to The Cleveland Electric Illuminating Company by deed dated July
14, 1969 and recorded in Volume 12557, Page 505 of Cuyahoga County
Records, a distance of 432 feet to the Southwesterly corner thereof;
thence North 87 degrees 42' 45" West along the Westerly prolongation of
the Southerly line of land conveyed to The Cleveland Electric Illu-
minating Company as last aforesaid, a distance of 200.00 feet; thence
North 3 degrees 05' 22" East, parallel to the center line of Canterbury Road,
a distance of 432 feet to the Southerly line of land conveyed to The
New York, Chicago and St. Louis Railway Company by deed dated
June 2, 1882 and recorded in Volume 327, Page 409 of Cuyahoga
County Records; thence South 87 degrees 42' 45" East along the Southerly
line of land so conveyed to said Railway Company and continuing
along the Southerly line of land conveyed to said Railway Company
as first aforesaid, a distance of 200 feet to the place of beginning,
and containing 86,392 square feet of land or 1.98323 Acres of land,
according to the survey of Garrett & Associates, Inc., Registered
Engineers and Surveyors, be the same more or less, but subject to
all legal highways.



                                     A-372





                                                                             

<PAGE>   435
                                                                           (CEI)





    Parcel No. 44 being the premises conveyed to the Company by
deed recorded in Volume 12939, Page 529 of Cuyahoga County Record
of Deeds.

    Parcel No. 44 is subject to: an easement for railroad spur track
purposes as shown in the aforesaid deed; easements for gas pipe line
purposes and assignments thereof as shown in instruments recorded
in Volume 1939, Page 171 and Volume 3576, Page 307 of Cuyahoga
County Record of Deeds; easements for sanitary sewer purposes and
an assignment thereof as shown in instruments recorded in Volume
10652, Page 59, Volume 11852, Page 231 and Volume 12526, Page
925 of Cuyahoga County Record of Deeds; a purported proposed
easement for sewer purposes as shown on a map recorded in Volume
203, Pages 50 to 55, inclusive, of Cuyahoga County Record of Maps;
and an easement for sewer purposes as shown in a deed recorded in
Volume 12545, Page 941 of Cuyahoga County Record of Deeds.

                       DAVIS-BESSE NUCLEAR POWER STATION

                                  Parcel No. 45

    An undivided three hundred and eighty/eight hundredths (380/
800ths) interest in the following described real property, namely
Parcels I, II and III, situated in the Township of Carroll, County of
Ottawa, State of Ohio:

                                   Parcel I

    That part of Fractional Section 1 and Section 2, Town-7-North,
Range-15 East; that part of Fractional Sections 6 and 7, Town-7-
North, Range-16-East; and that part of Fractional Sections 35 and
36, Town-8-North, Range-15-East; and part of Sand Beach, Plat 3, in
Carroll Township, Ottawa County, Ohio, bounded and described as
follows:

    Beginning at a point on the North and South centerline of said
Section 2, that is 50.0 feet North of the South 1/4 corner of said
Section 2 (said North and South centerline of said Section 2 being
also the centerline of State Route 2); thence North 00 degrees 54' 22" West
along the North and South centerline of said Section 2 a distance of
2589.94 feet to a brass plate monument at the center corner of said
Section 2; thence North 00 degrees 37' 22" West along the North and South
centerline of said Section 2 a distance of 2085.89 feet to a point of
curve; thence continuing Northwesterly along the centerline of State
Route 2 and along a circular curve to the left, having a radius of
701.58 feet for an arc distance of 885.70 feet, the said arc subtending
a central angle of 72 degrees 19' 57", said last described point being 30.0
feet



                                     A-373





                                                                             

<PAGE>   436
                                                                           (CEI)





by rectangular measurement Southerly of the North line of the North-
west 1/4 of said Section 2; thence South 89 degrees 46' 22" East along a line
that is 30.0 feet by rectangular measurement Southerly of and parallel
to the North line of the Northwest 1/4 of said Section 2 a distance of
488.71 feet to an iron pipe on the North and South centerline of said
Section 2; thence South 89 degrees 51' 52" East along a line that is 30.0
feet by rectangular measurement Southerly of and parallel to the
North line of the Northeast 1/4 of said Section 2 a distance of 349.72
feet, more or less, to its intersection with a line drawn 30.0 feet
Easterly of and parallel to the North and South centerline of said
Fractional Section 35; thence North 00 degrees 31' 08" East along a line that
is 30.0 feet by rectangular measurement Easterly of and parallel to
the North and South centerline of said Fractional Section 35 a dis-
tance of 104.85 feet to its intersection with the North line of Lot 408
of Sand Beach, Plat 3 (a subdivision in Carroll Township, and re-
corded in Volume 6, Page 21, Ottawa County Plat Records); thence
South 89 degrees -47'-52" East along the North line of Lots 408 and 413 of
said Sand Beach, Plat 3, a distance of 248.27 feet to the Northeast
corner of said Lot 413; thence South 00 degrees-12'-08" West along the East
line of said Lot 413, a distance of 34.85 feet to an iron pipe that is
40.0 feet by rectangular measurement North of the North line of the
Northeast 1/4 of said Section 2; thence South 89 degrees-47'-52" East along a
line that is 40.0 feet by rectangular measurement Northerly of and
parallel to the North line of the Northeast 1/4 of said Section 2 and
along the North line of the Southerly 15.15 feet of Lots 465, 470, 513,
518, 559 and 564 of said Sand Beach, Plat 3, a distance of 1996.27
feet to an iron pipe that is 40.0 feet Northerly of the Northeast corner
of said Section 2; thence South 89 degrees-49'-52" East along a line that is
40.0 feet by rectangular measurement Northerly of and parallel to the
North line of said Fractional Section 1, a distance of 319.65 feet to an
iron pipe on the West line of said Fractional Section 36; thence North
89 degrees-16'-08" East along a line that is 40.0 feet by rectangular measure-
ment Northerly of and parallel to the North line of said Fractional
Section 1, a distance of 1205.98 feet, more or less, to its intersection
with the centerline of a dredge cut, which lies Southwesterly of and
adjacent to Lot 330 of Sand Beach, Plat 2 (a subdivision in Carroll
Township, and recorded in Volume 5, Page 58, Ottawa County Plat
Records); thence South 69 degrees-12'-52" East along the centerline of said
dredge cut, a distance of 249.06 feet; thence continuing South 57 degrees-34'-
23" East along the centerline of said dredge cut, a distance of 153.60
feet; thence continuing South 18 degrees-30'-03" East along the centerline of
said dredge cut, a distance of 236.40 feet to its intersection with the
Southeasterly line of said Sand Beach, Plat 2, extended Southwest-
erly; thence North 46 degrees-43'-39" East and along the Southeasterly line
of said Sand Beach, Plat 2, and passing through a concrete monument




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<PAGE>   437
                                                                           (CEI)




at 32.0 feet, more or less, for a total distance of 330 feet, more or less,
to the shore of Lake Erie; thence Southeasterly along the shore of
Lake Erie a distance of 7200 feet, more or less, to its intersection
with the North line of said Fractional Section 7; thence South 89 degrees-
06'-40" West along the North line of said Fractional Section 7, a
distance of 350 feet, more or less, to an iron pipe that is 1312.00 feet
East of the Northwest corner of said Fractional Section 7; thence
South 02 degrees-22'-38" East and passing through an iron pipe at 338.75
feet, for a total distance of 429.80 feet; thence North 89 degrees 23'-07"
West, a distance of 1239.51 feet to an iron pipe; thence South 00 degrees-
39'-41" East, a distance of 961.70 feet, more or less, to the centerline
of the Toussaint River; thence South 58 degrees-50'-19" West along the cen-
terline of said Toussaint River, a distance of 99.70 feet, more or
less, to its intersection with the West line of said Fractional Section
7; thence North 00 degrees-39'-41" West along the West line of said Frac-
tional Section 7, a distance of 1405.47 feet, more or less, to an iron
pipe at the Northwest corner of said Fractional Section 7; thence
South 88 degrees-58'-19" West along the South line of said Fractional Sec-
tion 1, a distance of 2649.61 feet to an iron pipe at the South 1/4
corner of said Fractional Section 1; thence South 88 degrees-57'-23" West
along the South line of said Fractional Section 1, a distance of 2649.62
feet to the Southwest corner of said Fractional Section 1; thence
North 01 degrees-24'-00" West along the West line of said Fractional Section
1, a distance of 50.0 feet to a concrete monument; thence North
89 degrees-28'-22" West along a line that is 50.0 feet by rectangular measure-
ment Northerly of and parallel to the South line of said Section 2, a
distance of 2658.07 feet to the point of BEGINNING.

    Containing 954 acres of land, more or leu, but subject to legal
highways.

    The above description for Parcel I is derived from Survey No.
787-70, made by G. M. Barton Survey Company, dated July, 1968
and October, 1970.

                                   Parcel II

    Being the North 1/2 of the North 1/2 of Section 12, Town 7 North,
Range 15 East, Carroll Township, Ottawa County, Ohio, bounded and
described as follows:

    Beginning at the Northwest corner of the said North 1/2 of the
North 1/2 of Section 12; thence North 88 degrees-57'-23" East along the
North line of said Section 12, a distance of 2649.62 feet to an iron
pipe at the South 1/4 corner of Fractional Section 1; thence North
88 degrees-58'-19" East continuing along the North line of said Section 12,
a distance of 2649.61 feet to an iron pipe at the Northeast corner of
said Section 12; thence South 00 degrees-39'-41" East along the East line
of said Section 12 and passing through a concrete monument at



                                     A-375





                                                                             

<PAGE>   438
                                                                           (CEI)





1198.88 feet for a total distance of 1346.00 feet to the Southeast cor-
ner of the North 1/2 of the North 1/2 of said Section 12; thence South
89 degrees -03'-33" West along the South line of the North 1/2 of the North
1/2 of said Section 12, a distance of 5310.85 feet to the Southwest
corner of the North 1/2 of the North 1/2 of said Section 12; thence
North 00 degrees-09'40" West along the West line of said Section 12 and
passing through a concrete monument at 334.26 feet for a total dis-
tance of 1337.31 feet to the point of BEGINNING.

    Containing 163.4 acres of land, more or less.

                                  Parcel III

    That part of the Northwest 1/4 of Fractional Section 7, Town 7
North, Range 16 East, Carroll Township, Ottawa County, Ohio,
bounded and described as follows:

    Commencing at the Northwest corner of the said Fractional
Section 7; thence North 89 degrees-06'-40" East along the North line of the
said Fractional Section 7, a distance of 1312.00 feet to an iron pipe
and the TRUE POINT OF BEGINNING; thence South 02 degrees-22'-38"
East and passing through an iron pipe at 388.75 feet for a total dis-
tance of 429.80 feet; thence North 89 degrees-23'-07" West, a distance of
1239.51 feet to an iron pipe; thence South 00 degrees-39'-41" East, a distance
of 961.70 feet, more or less, to the centerline of the Toussaint River;
thence in a Northeasterly direction along the said centerline of the
Toussaint River, a distance of 1800.00 feet, more or less, to its inter-
section with the extension Southerly of the shore line of Lake Erie;
thence Northerly along the extension Southerly of the shore line of
Lake Erie and along the shore line of Lake Erie, a distance of 700.00
feet, more or less, to its intersection with the North line of the said
Fractional Section 7; thence South 89 degrees-06'-40" West along the North
line of said Fractional Section 7, a distance of 350.00 feet, more or
less, to the point of BEGINNING.

    Containing 25.00 acres of land, more or less.

    The above descriptions for Parcels II and III are derived from
Survey No. 787-70, made by G. M. Barton Survey Company, dated
July, 1968. and October, 1970.

    Together with all privileges and appurtenances to said Parcels I,
II and m belonging, including, without limiting the generality of the
foregoing, all littoral rights in and to the bed and waters of Lake
Erie, all riparian rights and all right, title and interest of the Com-
pany's grantor in and to the bed and waters of the Toussaint River
and land created by accretion or other accumulation or fill, subject,
however, to all legal highways, easements, restrictions and leases of
record and to covenants contained in the deed by which this Parcel
No. 45 was conveyed to the Company.




                                     A-376





                                                                             

<PAGE>   439
                                                                           (CEI)





    Parcel No. 45 being the premises conveyed to the Company by
deed recorded in Volume 254, Page 628 of Ottawa County Record of
Deeds.

    Parcels I, II and III, of which Parcel No. 45 is an undivided
tenant-in-common part, as aforesaid, are subject to:

    1. Easements for transmission line, substation and switching
       purposes;

    2. Restrictions against the partition or sale for division of
       proceeds thereof during and throughout the useful life of
       the light water nuclear electric generating unit (known as
       Davis-Besse Nuclear Power Unit No. 1) being constructed
       thereon; and

    3. The right in each tenant-in-common owner thereof to mort-
       gage or create security interests in his tenant-in-common
       ownership interest therein and in the improvements thereon
       without the consent of the other tenant-in-common owner;

all as shown in the aforesaid deed; and, portions of said Parcels I, II
and/or III also are subject to a lease to the United States of
America for National Wildlife Refuge purposes recorded in Volume
23, Page 554 of Ottawa County Record of Leases and easements,
if any, for road, utility, dike, trail, and ditch purposes, a lease, if
any, to the U. S. Army Corp. of Engineers and an oil and gas lease,
if any, all as referred to in a deed recorded in Volume 240, Page 528
of Ottawa County Record of Deeds.

                                DELL SUBSTATION

                                   Parcel No. 46

    Situated in the City of North Olmsted, County of Cuyahoga and
State of Ohio, and known as being part of Original Olmsted Town-
ship Lot No. 27 Tract 6 and further bounded and described as follows:

    Beginning at an iron pin at the intersection of the centerline
of John Road (60 feet wide) with the centerline of Columbia Road
(60 feet wide) thence North 8 degrees 35' 52" West along the centerline of
said Columbia Road a distance of 3692.37 feet to a point therein, said
point being the southwest corner of land conveyed to Sadie B.
Knippenberg by deed dated November 29, 1938 as recorded in Volume
4915, Page 459 of Cuyahoga County Records; thence North 87 degrees 59' 08"
East a distance of 30.20 feet to an iron pin in the East Right of Way
line of Columbia Road and the principal place of beginning: Thence
North 8 degrees 35' 52" West along the East Right-of-Way line of Columbia
Road a distance of 45.30 feet to an iron pin therein; thence North
87 degrees 59' 08" East a distance of 530.80 feet to an iron pin; thence
North 2 degrees 00' 52" West a distance of 155 feet to an iron pin; thence

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<PAGE>   440
                                                                           (CEI)





North 87 degrees 59' 08" East a distance of 307.82 feet to an iron pin in
the corporate line between the City of North Olmsted and Olmsted
Township; said corporate line also being the easterly line of Original
Olmsted Township Lot No. 27; thence South 0 degrees 13' 25" West along
said Corporate Line and said easterly Lot Line of Original Lot No. 27
a distance of 200.15 feet to a point; said point being 0.45 of a foot
East and 1.14 feet North of an iron pipe; Thence South 87 degrees 59' 08"
West along the northerly line of a parcel of land conveyed to Sunset
Park Land Corporation by deed Volume 4632, Page 494, said line also
being the southerly line of a parcel of land conveyed to Sadie B.
Knippenberg by deed dated November 29, 1938 as recorded in Volume
4915, Page 459 of Cuyahoga County Records, a distance of 825.61 feet
to an iron pin in the East Right of Way line of Columbia Road and
the principal place of beginning; according to a survey by Steven V.
Ciuni, Registered Ohio Surveyor No. 5284 and containing 1.9410
acres of land, be the same more or less, but subject to all legal high-
ways.

    Parcel No. 46 being the premises conveyed to the Company by
deed recorded in Volume 13101, Page 439 of Cuyahoga County Record
of Deeds.

    Parcel No. 46 is subject to covenants, conditions and agreements
contained in an unrecorded agreement dated May 22, 1972, between
the Company and Sadie B. Knippenberg referred to in the aforesaid
deed.

                               DUNBAR SUBSTATION

                                  Parcel No. 47

    Situated in the City of Strongsville, County of Cuyahoga and
State of Ohio, and known as being part of Block "F" in The Prospect
Park Company's Subdivision No. 1 of part of Original Strongsville
Township Lots Nos. 82, 83, 98 and 99, as shown by the recorded plat
in Volume 203 of Maps. Pages 64 and 65 of Cuyahoga County Rec-
ords, and also a part of Original Strongsville Township Lot No. 98
and more particularly bounded and described as follows:

    Beginning at the most Northerly corner of said Block "F", said
corner being the intersection of the Southeasterly line of The Balti-
more and Ohio Railroad Company's Right of Way, 66 feet wide, with
the Southwesterly line of Foltz Industrial Parkway, 80 feet wide.

    Course No. 1: Thence South 67 degrees 27' 38" East along said South-
westerly line of Foltz Industrial Parkway, 156.91 feet to a point of
curve.

    Course No. 2: Thence continuing along a Southwesterly, Wester-
ly and Northwesterly line of Foltz Industrial Parkway, being along
the arc of a circle, deflecting to the right, having a radius of 320

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<PAGE>   441
                                                                           (CEI)





feet, an arc distance of 502.45 feet to a point of tangency, the chord
of which arc bears South 22 degrees 28' 44" East, 452.40 feet.

    Course No. 3: Thence South 22 degrees 30' 10" West, continuing along
a Northwesterly line of Foltz Industrial Parkway, 333.02 feet to a
point.

    Course No. 4: Thence North 47 degrees 29' 50" West, 222.65 feet to a
point.

    Course No. 5: Thence North 67 degrees 29' 50" West, 100.93 feet to a
point.

    Course No. 6: Thence South 68 degrees 28' 09" West, 231.68 feet to
the Southeasterly line of said Baltimore and Ohio Railroad Company's
Right of Way, 66 feet wide.

    Course No. 7: Thence North 22 degrees 30' 10" East along said South-
easterly Right of Way line, 738 feet to the place of beginning and
containing 6.2995 Acres of land according to a survey made by Bauer
Surveys Company, dated February 3, 1971, be the same more or less,
but subject to all legal highways.

    Parcel No. 47 being the premises conveyed to the Company by
deeds recorded in Volume 12912, Page 353 and in Volume 12912,
Page 349 of Cuyahoga County Record of Deeds.

    Parcel No. 47 is subject to: an easement for sewers as shown
on a plat recorded in Volume 203, Page 64 of Cuyahoga County
Record of Maps; an easement for sewer and water main purposes as
shown in an instrument recorded in Volume 12320, Page 545 of
Cuyahoga County Record of Deeds; easements for utility and drain-
age purposes and a right to repurchase a portion of the parcel for
railroad right-of-way purposes as shown in a deed recorded in Volume
12351, Page 627 of Cuyahoga County Record of Deeds and as modi-
fled in an instrument recorded in Volume 12781, Page 727 of Cuya-
hoga County Record of Deeds; and a restriction against impairment
of certain drainage and a covenant relating to erection and mainte-
nance of a fence as shown in a deed recorded in Volume 12912, Page
349 of Cuyahoga County Record of Deeds.

                              DUNKIRK SUBSTATION

                                  Parcel No. 48

    Situated in the City of Berea, County of Cuyahoga, and State of
Ohio and known as being part of Original Middleburgh Township
Section No. 16 and more fully described as follows:

    Beginning at a point in the centerline of Prospect Road (60 feet
wide) at the most Southerly corner of a parcel of land conveyed to



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<PAGE>   442
                                                                           (CEI)





Cleveland Metropolitan Park Board by deed recorded in Volume 4288,
Page 358 of Cuyahoga County Deed Records; Thence North 79 degrees 27'
08" East along the Southerly line of said parcel conveyed to Cleveland
Metropolitan Park Board, 50.00 feet to a point; Thence North 20 degrees 09'
30" East along the Southeasterly line of said parcel conveyed to
Cleveland Metropolitan Park Board, 91.90 feet to a point; Thence
North 89 degrees 48' 15" East along the Southerly line of said parcel con-
veyed to Cleveland Metropolitan Park Board, 515.63 feet to a point;
Thence North 61 degrees 40' 20" East along the Southerly line of said parcel
conveyed to Cleveland Metropolitan Park Board, 119.42 feet to a point
at the most Westerly corner of Parcel No. 1 conveyed to Board of
Park Commissioners of The Cleveland Metropolitan Park District by
deed recorded in Volume 3962, Page 49 of Cuyahoga County Deed
Records; Thence South 19 degrees 32' 5" East along a Southwesterly line of
said Parcel No. 1 conveyed to Board of Park Commissioners of The
Cleveland Metropolitan Park District, 299.31 feet to a point at the
Northeasterly corner of a parcel of land conveyed to Harry A. and
Ruth M. Aikey by deed recorded in Volume 9922, Page 693 of Cuya-
hoga County Deed Records; Thence South 88 degrees 48' 46" West along the
Northerly line of said parcel conveyed to Harry A. and Ruth M.
Aikey, 774.96 feet to a point in the centerline of Prospect Road, as
aforesaid; Thence North 10 degrees 32' 52" West along the centerline of
Prospect Road, as aforesaid, 146.76 feet to a point and the place of
beginning and containing 3.9836 acres of land according to a survey
by The Western Reserve Engineering and Surveying Company in
February, 1971, be the same more or less but subject to all legal
highways.

    Parcel No. 48 being the premises conveyed to the Company by
deed recorded in Volume 12904, Page 309 of Cuyahoga County Record
of Deeds.

    Parcel No. 48 is subject to rights-of-way as shown in instruments
recorded in Volume 1612, Page 386 and Volume 1799, Page 305 of
Cuyahoga County Record of Deeds and restrictions as shown in an
instrument recorded in Volume 3962, Page 49 of Cuyahoga County
Record of Deeds.

                           EAST TWENTY-FOURTH STREET

                            SERVICE CENTER ADDITION

                                 Parcel No. 49

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being part of Sublots Numbers 146 to 157, both
inclusive, in Perry and Payne's Subdivision of Original Ten Acre Lots



                                     A-380





                                                                             

<PAGE>   443
                                     (CEI)





Numbers 111 and 112 and part of Original Ten Acre Lots Numbers
110 and 113 as shown by the recorded plat in Volume 4 of Maps, Page
47 of Cuyahoga County Records and bounded and described as follows

    Beginning in the Northerly line of Payne Ave., N.E. (80 feet
wide) at the Southeasterly corner of Parcel Number 3, of land con-
veyed to The Schonlon Realty Co., by deed dated December 27, 1956.
and recorded in Volume 8820, Page 136 of Cuyahoga County Records,
said place of beginning being distant North 69 degrees 23 minutes
14 seconds East (measured along said Northerly line of Payne Ave.
N.E.), 111.65 feet from its intersection with the Easterly line of East
25th St. (formerly Minnesota St.), 60 feet wide thence North 20
degrees 40 minutes 59 seconds West, along the Easterly line of said
land conveyed to The Schonlon Realty Co., 127.01 feet to the North-
easterly corner thereof; thence South 67 degrees 50 minutes 34 sec-
onds West, along the Northerly line of said land conveyed to The
Schonlon Realty Co., 0.03 feet to the Easterly line of the Perry-Payne
Re-Subdivision, as shown by the recorded plat in Volume 29 of Maps,
Page 10 of Cuyahoga County Records; thence North 32 degrees 20
minutes 47 seconds West, along said Easterly line of the Perry-Payne
Re-Subdivision, 146.50 feet to the Southwesterly corner of said Sublot
No. 146 and the principal place of beginning of the parcel of land
herein intended to be described; thence North 32 degrees 20 minutes
47 seconds West, along said Easterly line of the Perry-Payne Re-
Subdivision, as shown recorded in Volume 29 of Maps, Page 10 of
Cuyahoga County Records, 360.58 feet to the Northwesterly corner
of said Sublot No. 157; thence North 57 degrees 38 minutes 54 seconds
East, along the Northerly line of said Sublot No. 157, 121.00 feet;
thence South 29 degrees 47 minutes 04 seconds East, 134.23 feet to
an angle point therein; thence South 23 degrees 15 minutes 22 seconds
East, 202.54 feet to an angle point therein; thence South 20 degrees
34 minutes 53 seconds East, 27.05 feet to the Southerly line of said
Sublot No. 146; thence South 57 degrees 38 minutes 54 seconds West,
along said Southerly line of Sublot No. 146, 77.48 feet to the principal
place of beginning, and containing 37,748 square feet of land, accord-
ing to a survey dated October, 1964, by the City of Cleveland, De-
partment of Public Service, Division of Engineering and Construc-
tion, Plats and Surveys, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 50

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being part of Sublots Nos. 3 and 4 in the
Perry-Payne Re-Subdivision as shown by the recorded plat in Volume
85 of Maps, Page 34 of Cuyahoga County Records and part of Sublots



                                     A-381






<PAGE>   444
                                                                           (CEI)





Nos. 142, 142 1/2, 143 and 144, in Perry and Payne's Subdivision or
Original Ten Acre Lots Nos. 111 and 112 and part of Original Ten
Acre Lots Nos. 110 and 113, as shown by the recorded plat in
Volume 4 of Maps, Page 47 of Cuyahoga County Records and bounded
and described as follows:

    Beginning in the northerly line of Payne Ave., N.E. (80 feet
wide), distant North 69 degrees 23 minutes 14 seconds East (meas-
ured along said northerly line of Payne Ave., N.E.), 139.65 feet from
its intersection with the easterly line of East 25th St. (formerly
Minnesota St.), (60 feet wide) ; thence South 69 degrees 23 minutes
14 seconds West, along said northerly line of Payne Ave., N.E., 28.00
feet to the southeasterly corner of Parcel No. 3, of land conveyed to
The Schonlon Realty Co., by deed dated December 27, 1956 and
recorded in Volume 8820, Page 136 of Cuyahoga County Records;
thence North 20 degrees 40 minutes 59 seconds West, along the
easterly line of said land conveyed to The Scholon Realty Co., 12701
feet to the northeasterly corner thereof; thence South 67 degrees
50 minutes 34 seconds West, along the northerly line of said land
conveyed to The Schonlon Realty Co., 0.03 feet to the easterly line
of the Perry-Payne Re-Subdivision, as shown by the recorded plat
in Volume 29 of Maps, Page 10 of Cuyahoga County Records; thence
North 32 degrees 20 minutes 47 seconds West, along said easterly
line of the Perry-Payne Re-Subdivision, 116.46 feet to the north-
westerly corner of the aforementioned Sublot No. 144; thence North
57 degrees 38 minutes 54 seconds East, along the Northerly line of
said Sublot No. 144, 71.23 feet; thence South 20 degrees 34 minutes
53 seconds East, 127.28 feet to the northerly line of said Sublot No.
4 in said Perry-Payne Re-Subdivision as shown recorded in Volume
85 of Maps, Page 34 of Cuyahoga County Records; thence South 12
degrees 42 minutes 39 seconds East, 129.47 feet to the principal place
of beginning and containing 11,788 square feet of land, according to
a survey dated October, 1964 by the City of Cleveland, Department
of Public Service, Division of Engineering and Construction, Plats
and Surveys, be the same more or less, but subject to all legal high-
ways.

    Parcels Nos. 49 and 50 being the premises conveyed to the Com-
pany by deed recorded in Volume 12945, Page 427 of Cuyahoga County
Record of Deeds.

    Parcels Nos. 49 and 50 are subject to a restriction allowing their
use for parking purposes only and prohibiting the erection of bill-
boards or outdoor advertising signs, other than for identification
purposes, as shown in the aforesaid deed and easements for public
highway purposes and releases of direct access to any highway con-




                                     A-382






<PAGE>   445
                                                                           (CEI)





structed pursuant to said easements as shown in instruments recorded
in the following Volumes and Pages of Cuyahoga County Record
of Deeds:
<TABLE>
<CAPTION>

   Volume    Page      Volume    Page       Volume    Page
   ------    ----      ------    ----       ------    ----
<S>         <C>       <C>        <C>       <C>       <C>
   9021       64        8847      233       8847      225
   9039      657        8847      230       9034       53
   9060      378        8866      567       9021       62
   8866      563        9039      659       9060      376
   8866      565        9039      661       9039      655
   8847      235        8847      227
</TABLE>
                               EATON SUBSTATION

                                 Parcel No. 51

    Situated in the City of Brook Park, County of Cuyahoga and
State of Ohio and known as being part of Original Middleburg Town-
ship Lot No. 4, Section 12, and bounded and described as follows:

    Beginning at the point of intersection of the center line of
Sheldon Road, 60 feet wide, and the Southeasterly line of The C.C.C.
and St. L. R.R. Company's Right of Way, 100 feet wide; thence
Easterly 357.35 feet along said center line of Sheldon Road to a
point; thence Northerly 365.70 feet at right angles with said center
line of Sheldon Road to a point in said Southeasterly line of The
C.C.C. and St. L. R.R. Company's Right of Way; thence Southwesterly
511.30 feet along said Southeasterly line of The C.C.C. and St. L. R.R.
Company's Right of Way, to the place of beginning, according to a
Survey by Robert H. Krause, Sr., Registered Ohio Surveyor No. 2885,
June 2, 1954, be the same more or less. but subject to all legal high-
ways.

    Parcel No. 51 being the premises conveyed to the Company by
deed recorded in Volume 13378, Page 431 of Cuyahoga County Record
of Deeds.

                                 Parcel No. 52

    Situated in the City of Brook Park, County of Cuyahoga and
State of Ohio and known as being part of Original Middleburg Town-
ship Lot No. 4, Section 12, and bounded and described as follows:

    Beginning at a point in the center line of Sheldon Road, 60 feet
wide, distant 357.35 feet Easterly therein from its point of inter-
section with the Southeasterly line of The C.C.C. and St. L. R.R., 100
feet wide; thence Easterly 148.01 feet along said center line of
Sheldon Road to a point; thence Northerly 517.17 feet at right angles
with said center line of Sheldon Road to a point in said Southeasterly



                                     A-383






<PAGE>   446
                                                                           (CEI)





line of The C.C.C. and St. L. R.R.; thence Southwesterly 211.78 feet
along said Southeasterly line of The C.C.C. and St. L. R.R. to a
point; thence Southerly 365.70 feet at right angles with said center
line of Sheldon Road to the place of beginning, containing 1.50 Acres
of land according to a Survey by Robert H. Krause, Sr., Registered
Ohio Surveyor No. 2885, June 2, 1954, be the same more or less, but
subject to all legal highways.

    Parcel No. 52 being the premises conveyed to the Company by
deed recorded in Volume 13379, Page 975 of Cuyahoga County
Record of Deeds.

                               EMPIRE SUBSTATION

                                 Parcel No. 53

    Situated in the City of Fairview Park, County of Cuyahoga and
State of Ohio, and known as being a part of Original Rockport Town-
ship Section No. 6, and bounded and described as follows:

    Beginning on the Southeasterly line of Lorain Road, (80 feet
wide), as shown by the dedication plat recorded in Volume 130 of
Maps, Page 61 of Cuyahoga County Records, at the Northwesterly
corner of land conveyed to Naheen S. Halaby and Feefe N. Halaby
by deed dated August 15, 1946, and recorded in Volume 6221, Page
121 of Cuyahoga County Records; thence Southerly along the Westerly
line of land so conveyed to Naheen S. and Feefe N. Halaby, 158.52
feet to the Southwesterly corner thereof; thence Easterly along the
Southerly line of land so conveyed to Naheen S. and Feefe N. Halaby,
50 feet to the Easterly line of land conveyed to Edward C. Joecken
and others by deed dated May 11, 1939, and recorded in Volume 4964,
Page 575 of Cuyahoga County Records; thence Southerly along the
Easterly line of land so conveyed to Edward J. Joecken and others,
250 feet to the Northerly line of land conveyed to George J. Aultman
and Pearl Aultman by deed dated February 20, 1941, and recorded
in Volume 5195, Page 421 of Cuyahoga County Records; thence
Westerly along the Northerly line of land so conveyed to George J.
and Pearl Aultman 177.08 feet to the Southeasterly corner of land
conveyed to Anis Company by deed dated April 6, 1939, and recorded
in Volume 4932, Page 463 of Cuyahoga County Records; thence
Northerly along the Easterly line of land so conveyed to Anis Com-
pany, 318.17 feet to the Southeasterly line of Lorain Road; thence
Northeasterly along the Southeasterly line of Lorain Road, 155.88
feet to the place of beginning, be the same more or less, but subject
to all legal highways.

    Parcel No. 53 being the premises conveyed to the Company by
deed recorded in Volume 12754, Page 163 of Cuyahoga County Record
of Deeds.


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                                                                           (CEI)





                                FOX SUBSTATION

                                 Parcel No. 54

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio, in Original Brooklyn Township Lot No. 1 and known as
being a strip of land bounded on the West by the center line of Tiede-
man Road (formerly known as Parma Road); bounded on the North
and East by the Northerly and Easterly lines; respectively, of that
certain 10.489 Acre parcel of land that was conveyed by Alice E.
Fovargue to J. G. W. Cowles. Trustee, by deed dated January 1st,
1906 and recorded in Volume 1006, Page 411 of Cuyahoga County
Records; and bounded on the South by the Northerly Right of Way
line of The Cleveland Short Line Railway Company's railroad (later
The New York Central Railroad and now known as the Penn-Central
railroad); the said strip of land to be conveyed hereby having a
length of 546.49 feet, more or less, along its Northerly boundary line,
a length of 529.16 feet, more or less, along its Southerly boundary
line, a length of 52.83 feet, more or less, along its Easterly boundary
line, and a length of 52.0 feet, more or less, along its Westerly bound-
ary line, the same being the center line of Tiedeman Road aforesaid,
and containing 0.6274 Acres of land, be the same more or less, but
subject to all legal highways.

                                 Parcel No. 55

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio, in Original Brooklyn Township Lots Nos. 1 and 20 and
known as being a strip of land bounded on the North, East and West
by the Northerly, Easterly and Westerly lines, respectively, of that
certain parcel of land that was conveyed by William Biddulph to
J. G. W. Cowles, Trustee, in Parcel No. 1 of deed dated March 27,
1905 and recorded in Volume 998, Page 586 of Cuyahoga County
Records; and bounded on the South by the Northerly Right of Way
line of The Cleveland Short Line Railway Company's railroad (later
The New York Central Railroad and now known as the Penn-Central
railroad); the said strip of land to be conveyed hereby having a
length of 1298.69 feet, more or less, along its Northerly boundary
line, a length of 1298.49 feet, more or less, along its Southerly bound-
ary line, a length of 24.69 feet, more or less, along its Easterly
boundary line, and a length of 24.7 feet, more or less, along its
Westerly boundary line, and containing 0.736 Acres of land, be the
same more or less, but subject to all legal highways.

                                 Parcel No. 56

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio, in Original Brooklyn Township Lot No. 20 and known as



                                     A-385






<PAGE>   448
                                                                           (CEI)





being a strip of land bounded on the North, East and West by the
Northerly, Easterly and Westerly lines, respectively, of that certain
parcel of land that was conveyed by William Biddulph to J. G. W.
Cowles. Trustee, by deed dated March 27, 1905 and recorded in Volume
998, Page 586, of Cuyahoga County Records, being Parcel No. 2 in
said deed; and bounded on the South by the Northerly Right of Way
line of The Cleveland Short Line Railway Company's railroad (later
The New York Central Railroad and now known as the Penn-Central
railroad); the said strip of land to be conveyed hereby having a length
of 296.0 feet, more or less, along its Northerly boundary line, a
length of 296.06 feet, more or less, along its Southerly boundary line,
a length of 23.94 feet, more or less, along its Easterly boundary line,
and a length of 23.94 feet, more or less, along its Westerly boundary
line, and containing 0.163 of an acre of land, be the same more or
less, but subject to all legal highways.

                                 Parcel No. 57

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio, in Original Brooklyn Township Lot No. 20 and known as being
a strip of land bounded on the North, East and West by the Northerly,
Easterly and Westerly lines, respectively, of that certain parcel of
land that was conveyed by William Biddulph to J. G. W. Cowles,
Trustee, by deed dated March 29, 1905 and recorded in Volume 993,
Page 79 of Cuyahoga County Records, and bounded on the South by
the Northerly Right-of-Way line of The Cleveland Short Line Rail-
way Company's railroad (later The New York Central Railroad and
now known as the Penn-Central railroad); the said strip of land
having a length of 261.64 feet, more or less, along its Northerly
boundary line, a length of 261.64 feet, more or less, along its South-
erly boundary line, a length of 25.28 feet, more or less, along its
Easterly boundary line, and a length of 25.28 feet, more or less,
along its Westerly boundary line, and containing 0.1521 of an Acre
of land, be the same more or less, but subject to all legal highways.

    Parcels Nos. 54, 55, 56 and 57 being the premises conveyed to
the Company by deed recorded in Volume 13152, Page 513 of Cuya-
hoga County Record of Deeds.

    Parcel No. 55 is subject to a railroad crossing right-of-way as
shown in instruments recorded in Volume 967, Page 104, Volume 998,
Page 586 and Volume 1050, Page 283 of Cuyahoga County Record of
Deeds.

    Parcels Nos. 54, 55, 58 and 57 are subject to: slope and fence
rights as shown in an instrument recorded in Volume 1237, Page 253
of Cuyahoga County Record of Deeds; an easement for sanitary
sewer purposes as shown in an instrument recorded in Volume 4002,


                                     A-386






<PAGE>   449
                                                                           (CEI)





Page 618 of Cuyahoga County Record of Deeds; and easements for
pipeline purposes as shown in instruments recorded in Volume 6629,
Page 367 and Volume 6651, Page 394 of Cuyahoga County Record
of Deeds.

                                 Parcel No. 58

    Situated in the City of Brooklyn, County of Cuyahoga, State of
Ohio and known as being part of Original Brooklyn Township Lots
Nos. 1 and 20 and further bounded and described as follows:

    Beginning at an iron pin in the centerline of Tiedeman Road
(80 feet wide) at its intersection with Brookpark Road; thence
North 19 degrees 07' 00" West along the centerline of Tiedeman Road, a
distance of 1384.96 feet to a point therein; thence South 89 degrees 46' 50"
East along the North line of land conveyed to the Ceico Company by
deed dated January 17, 1939 and recorded in Volume 4920, Page 357
of Cuyahoga County Records, a distance of 173.36 feet to a point
therein and the principal place of beginning; thence continuing South
89 degrees 46' 50" East along the North line of the aforementioned Ceico
Company property, a distance of 392.77 feet to an iron pin in the
West line of land conveyed to Frank E. Hearns by deed dated August
8, 1963 and recorded in Volume 10937, Page 77 of Cuyahoga County
Records; thence South 0 degrees 31' 03" West along the West line of the
aforementioned Hearns property, a distance of 89.24 feet to an iron
pin in the Southwest corner of said Hearns property; thence South
88 degrees 43' 40" East along the Southerly line of the Hearns property, a
distance of 844.79 feet to an iron pin in the Southwest corner of the
Biddulph Road Subdivision No. 2 as recorded in Volume 165, Page 41
of Cuyahoga County Records; thence North 0 degrees 43' 30" East along
the West line of the Biddulph Road Subdivision No. 2, a distance of
1105.92 feet to an iron pin therein, said iron pin also being in the
Southerly Limited Access Right of Way line of Interstate Route 480;
thence North 75 degrees 35' 19" West along the Southerly Limited Access
Right of Way Line of Interstate Route 480, a distance of 626.92 feet
to an iron pin therein; thence North 83 degrees 02' 38" West along the
Southerly Limited Access Right of Way line of Interstate Route 480,
a distance of 164.13 feet to an iron pin in the Westerly line of a 150
foot wide Easement granted to The Cleveland Electric Illuminating
Company; thence South 19 degrees 10' 22" West along the Westerly line of
said 150 foot Easement, a distance of 327.76 feet to an iron pie
therein; thence South 0 degrees 43' 30" West, a distance of 580.06 feet to
an iron pin; thence South 30 degrees 43' 30" West, a distance of 232.48 feet
to an iron pin; thence South 75 degrees 43' 30" West, a distance of 203.07
feet to a point; thence South 56 degrees 42' 30" West, a distance of 59.62 feet
to a point in the North line of the aforementioned Ceico Company
property and the principal place of beginning and containing 24.7795




                                     A-387






<PAGE>   450
                                                                           (CEI)





Acres of land more or less, according to a survey made by Ciuni-
Zwick Associates in June, 1972, but subject to all legal highways.

                                 Parcel No. 59

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio and known as being part of Original Brooklyn Township Lots
Nos. 1 and 20 and further bounded and described as follows:

    Beginning at an ironpin in the center line of Tiedeman Road (80 feet wide)
at its intersection with Brookpark Road; thence North 19 degrees 07' 00" West
along the centerline of Tiedeman Road, a distance of 1274.52 feet to a point
therein; thence South 88 degrees 43' 40" East, a distance of 1373.74 feet to an
iron pin; thence North 0 degrees 43' 30" East along the Westerly line of
Biddulph Road Subdivision No. 2 as recorded in Volume 165, Page 41 of Cuyahoga
County Records, a distance of 1166.61 feet to a point in the Southerly line of
the Brooklyn Estates Subdivision No. 1 as recorded in Volume 206, Page 27 of
Cuyahoga County Records; thence South 89 degrees 40' 46" West along the
Southerly line of the Brooklyn Estates Subdivision No. 1, a distance of 126.06
feet; thence North 1 degrees 01' 36" East along the Westerly line of said
Brooklyn Estates Subdivision No. 1, a distance of 312.73 feet to a point
therein. said point also being in the Northerly Limited Access Right-of-Way
line of Interstate Route 480; thence North 71 degrees 21' 33" West along the
Northerly Limited Access Right- of-Way line of Interstate Route 480, a distance
of 229.87 feet to an angle point therein; thence North 77 degrees 15' 56" West
along the North- erly Limited Access Right-of-Way line of Interstate Route 480.
a distance of 102.46 feet to a point therein and the principle place of
beginning; thence continuing along the Northerly Limited Access Right-of-Way
line of Interstate Route 480, a distance of 76.36 feet to a point therein;
thence North 19 degrees 10' 22" East along the Easterly line of a 150 foot wide
Easement granted to the Cleveland Electric Illuminating Company, a distance of
284.97 feet to a point in the Northerly line of land conveyed to Fred B. and
Rose F. Rose by deed recorded in Volume 5646, Page 380 of Cuyahoga County
Records; thence South 89 degrees 27' 19" East along the Northerly line of said
Rose property, a distance of 39.02 feet to a point therein; thence South 13
degrees 40' 39" West, a distance of 212.57 feet; thence South 5 degrees 40' 39"
West, a distance of 79.47 feet to the principle place of beginning and
containing 0.3494 Acres of land more or less according to a survey by
Ciuni-Zwick Associates in June, 1972. but subject to all legal highways.

    Parcels Nos. 58 and 59 being the premises conveyed to the Com-
pany by deed recorded in Volume 13151, Page 101 of Cuyahoga
County Record of Deeds.



                                     A-388






<PAGE>   451
                                                                           (CEI)





    Parcels Nos. 58 and 59 are subject to the imposition of a restric-
tion against access to a public highway if it is appropriated in a
pending appropriation action under Case No. 789,227 in The Court
of Common Pleas of Cuyahoga County, Ohio.

                                 Parcel No. 60

    Situated in the City of Brooklyn, County of Cuyahoga and State
of Ohio and known as being part of Original Brooklyn Township Lot
No. 1, and bounded and described as follows:

    Beginning in the center line of Tiedeman Road, also known as
Parma Road, at the Southwesterly corner of land conveyed to B. M.
Tilby by deed dated September 14, 1905. and recorded in Volume
1006, Page 91 of Cuyahoga County Records; thence North 89 degrees 48' 40"
East along the Southerly line of land so conveyed to B. M. Tilby as
aforesaid, 566.13 feet to the center line of Countryman's Creek; thence
South 00 degrees 02' 50" East along the center line of Countryman's Creek,
61.34 feet to the Northerly line of land conveyed to J. G. W. Cowles.
Trustee, by deed dated January 1, 1906, and recorded in Volume 1006.
Page 411 of Cuyahoga County Records; thence North 89 degrees 34' 10"
West along the Northerly line of land so conveyed to J. G. W.
Cowles as aforesaid. 546.49 feet to said center line of Tiedeman Road;
thence North 19 degrees 31' 30" West along said center line of Tiedeman
Road, 58.80 feet to the place of beginning, be the same more or less,
but subject to all legal highways and waterways.

    Excepting therefrom that part of the above described premises
conveyed to the County of Cuyahoga by deed dated December 10,
1953, filed for record December 15, 1953, at 3:18 P.M., and recorded
in Volume 7899, Page 495 of Cuyahoga County Records.

    Excepting from the above described premises any part thereof
resulting through change in the course of Countryman's Creek occa-
sioned by other than natural causes or by natural causes other than
accretion.

    Parcel No. 60 being the premises conveyed to the Company by
deed recorded in Volume 13601, Page 523 of Cuyahoga County Record
of Deeds.

    Parcel No. 60 is subject to an easement for gas pipe line purposes
as shown in an instrument recorded in Volume 1698. Page 329 of
Cuyahoga County Record of Deeds.

                               GARDEN SUBSTATION

                                 Parcel No. 61

    Situated in the City of Cleveland, County of Cuyahoga, State of
Ohio and known as being part of Block "13" in The Oak Park Heights


                                     A-389






<PAGE>   452
                                                                           (CEI)





Re-Subdivision of part of Original Brooklyn Township Lots 60 and
61 as recorded in Volume 85, Page 10 of Cuyahoga County Record
of Plats and further bounded and described as follows:

    Beginning at the intersection of the centerline of Brookpark
Road, S.W., and the most westerly line of said Oak Park Heights
Re-Subdivision; thence North 01 degrees 01' 40" West along said westerly
line. a distance of 310.00 feet to a point in the Northerly Right of
Way line of Lennox Avenue Extended (50 feet wide) and the prin-
cipal place of beginning; thence continuing North 01 degrees 01' 40" West
along said Westerly line, a distance of 239.59 feet to a point in the
Southerly line of a one foot strip of land conveyed to Belt and Termi-
nal Realty Company by deed recorded in Volume 1158, Page 280 of
Cuyahoga County Records; thence South 88 degrees 33' 05" East along the
Southerly line of said one foot strip, a distance of 283.34 feet to a
point therein; thence South 01 degrees 01' 40" East a distance of 226.79
feet to an iron pin; thence South 88 degrees 51' 30" West, a distance of
283.08 feet to the principal place of beginning and containing 1.6779
acres of land, more or less, according to a survey by Ciuni-Zwick
Associates in November, 1972, but subject to all legal highways.

    Parcel No. 61 being the premises conveyed to the Company by
deed recorded in Volume 13302, Page 611 of Cuyahoga County
Record of Deeds.

                              GARFIELD SUBSTATION

                                 Parcel No. 62

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being a part of Original Brooklyn Township
Lot No. 64, and bounded and described as follows:

    Beginning at the southeasterly corner of a parcel of land con-
veyed by The Bailey Wall Paper Company to The Cuyahoga Meat
Company by Deed dated February 8, 1966 and recorded in Volume
11698, Page 207 of Cuyahoga County Records;

    Course No. 1: thence North 89 degrees 38' 10" West along the Southerly
line of land so conveyed and continuing along the northerly line of
land in Parcel Three conveyed to The Bailey Wall Paper Company by
deed dated December 31, 1929 and recorded in Volume 4034, Page 41
of Cuyahoga County Records, a distance of 587.84 feet to the easterly
line of Pearl Road S.W., (formerly Old Wayne-Medina Plank Road),
66 feet in width;

    Course No. 2: thence North 4 degrees 56' 30" West along the easterly
line of said Pearl Road S.W., a distance of 180.775 feet to its inter-
section with a line drawn parallel to and distant 180.00 feet north-



                                     A-390






<PAGE>   453
                                                                           (CEI)





easterly by rectangular measurement from the northerly line of land
in Parcel Three conveyed to The Bailey Wall Paper Company and
the southerly line of land conveyed to The Cuyahoga Meat Company,
as aforementioned;

    Course No. 3: thence South 89 degrees 38' 10" East along said parallel
line, a distance of 198.525 feet to a point;

    Course No. 4: thence North 0 degrees 21' 50" East, a distance of 30.00
feet to its intersection with a line drawn parallel to and distant 210.00
feet northeasterly by rectangular measurement from the southerly
line of land conveyed to The Cuyahoga Meat Company, aforementioned;

    Course No. 5: thence South 89 degrees 38' 10" East along said last
mentioned parallel line, a distance of 266.50 feet to a point in a west-
erly line of land conveyed to Jay R. Bramson by deed dated May 15.
1947 and recorded in Volume 6422, Page 524 of Cuyahoga County
Records;

    Course No. 6: thence South 0 degrees 29' 30" West along a westerly line
of land so conveyed to Jay R. Bramson, a distance of 103.61 feet to
a southwesterly corner thereof;

    Course No. 7: thence South 89 degrees 38' 20" East along a southerly
line of land so conveyed to Jay R. Bramson, a distance of 140.00 feet
to an angle point;

    Course No. 8: thence South 0 degrees 29' 30" West along a westerly line
of land so conveyed to Jay R. Bramson, a distance of 106.40 feet to
the place of beginning, and containing 2.4114 acres of land according
to the survey of Garrett & Associates, Inc., Registered Engineers and
Surveyors, dated July 14, 1972, as amended October 12, 1972, be the
same more or less but subject to all legal highways.

    Parcel No. 62 being the premises conveyed to the Company by
deed recorded in Volume 13309, Page 537 of Cuyahoga County Record
of Deeds.

    Parcel No. 62 is subject to an easement for ingress and egress
and utility purposes as shown in an instrument recorded in Volume
12165, Page 163 of Cuyahoga County Record of Deeds and an ease-
ment for sewer purposes as shown in an instrument recorded in
Volume 13309, Page 537 of Cuyahoga County Record of Deeds.

                              HARDING SUBSTATION

                                 Parcel No. 63

    Situated in the Village of Cuyahoga Heights, County of Cuyahoga
and State of Ohio, and known as being part of Original One Hundred



                                     A-391






<PAGE>   454
                                                                           (CEI)





Acre Lots Nos. 296, 298 and 299, and bounded and described as
follows:

    Beginning at a point in the center line of East 49th Street, 60
feet wide, 60 feet South of the intersection of the Northerly line of
said Original One Hundred Acre Lot No. 299 with the center line
of East 49th Street; thence Westerly along a line parallel with the
Northerly line of said Original Lot No. 299, 185 feet to the principal
place of beginning of the premises herein intended to be described;
thence Northerly along a line parallel with the center line of East 49th
Street, 110 feet; thence Westerly along a line parallel with the North-
erly line of said Original One Hundred Acre Lot No. 299, 315 feet;
thence Southwesterly along a line making an included angle of 138 degrees 30'
with the last described course about 580 feet to a point distant North-
erly 627 feet rectangular measurement from the Northerly line of a
100 foot strip of land conveyed to J. G. W. Cowles, Trustee. by deed
dated April 24, 1906, and recorded in Volume 1021, Page 591 of Cuya-
hoga County Records; thence Westerly along a line parallel with the
Northerly line of land so conveyed and distant 627 feet rectangular
measurement Northerly therefrom about 950 feet to its intersection
with a Southeasterly line of a parcel of land conveyed by The Builders
& Foundry Land Co. to The Newburgh & South Shore Railway Co., by
deed dated August 9, 1926, and recorded in Volume 3396, Page 427
of Cuyahoga County Records; thence South 24 degrees 59' 21" Westerly
along said Southeasterly line about 375 feet to an angle point; thence
South 23 degrees 47' 41" Westerly continuing along said Southeasterly line
297.77 feet to the Northerly line of land conveyed to J. G. W. Cowles,
Trustee, as aforesaid; thence Easterly along said Northerly line about
2120 feet to the center line of East 49th Street; thence Northerly
along the center line of East 49th Street, 50 feet; thence Westerly
parallel with the Northerly line of land so conveyed to J. G. W.
Cowles, Trustee, 185 feet; thence Northerly parallel with the center
line of East 49th Street and distant 185 feet Westerly rectangular
measurement therefrom, about 901.78 feet to the principal place of
beginning, be the same more or less, but subject to all legal highways.

                                 Parcel No. 64

    Situated in the Village of Cuyahoga Heights, County of Cuyahoga
and State of Ohio, and known as being part of Original One Hundred
Acre Lots Nos. 295, 296, 298 and 299, and bounded and described as
follows:

    Beginning at the intersection of the Southerly line of said Orig-
inal Lot No. 296 with the center line of East 49th Street, 50 feet wide;
thence Northerly along the center line of East 49th Street, 50 feet;
thence Westerly on a line parallel to the Southerly line of said Lot




                                     A-392






<PAGE>   455
                                                                           (CEI)





No. 296, 185 feet to the principal place of beginning of the land
herein described; thence Westerly on a continuation of the last des-
cribed course, 315 feet; thence Southwesterly on a line deflecting
41 degrees 30" to the left from a continuation of the last described course,
about 580 feet to a point distant Northerly 627 feet, rectangular
measurement from the Northerly line of a 100 foot strip of land con-
veyed by Philip Stark and wife, to J. G. W. Cowles, Trustee. by deed
recorded in Volume 1021, Page 591 of Cuyahoga County Records;
thence Westerly on a line parallel with the Northerly line of land so
conveyed and distant 627 feet, rectangular measurement, Northerly
therefrom, about 950 feet to its intersection with the Southeasterly
line of a parcel of land conveyed by The Builders & Foundry Sand
Co.. to the Newburgh & South Shore Railway Co., by deed dated Au-
gust 9, 1926, and recorded in Volume 3396. Page 427 of Cuyahoga
County Records; thence North 24 degrees 59' 21" East along said South-
easterly line about 325.12 feet to an angle point; thence North 22 degrees
47' 17" East along said Southeasterly line, 418.79 feet to an angle
point; thence Northerly 19 degrees 36' 01" East along said Southeasterly
line, 100.18 feet to an angle point; thence North 10 degrees 28' 20" East,
172.33 feet to the Southerly line of a parcel of land conveyed to the
American Steel & Wire Co. by deed dated July 27. 1907, and recorded
in Volume 1126, Page 135 of Cuyahoga County Records; thence
Easterly along said Southerly line about 64 feet to the Southeasterly
corner thereof; thence North 3 degrees 53' East along the Easterly line of
said parcel of land conveyed to the American Steel & Wire Co. 421.74
feet to the Northerly line of a parcel of land conveyed by The Sincere
Realty Co. to Roy Black by deed dated January 20. 1926, and recorded
in Volume 3277. Page 25 of Cuyahoga County Records; thence South
67 degrees 16' East along said Northerly line about 1268.90 feet to a point
in said Northerly line distant Westerly 245 feet, by rectangular meas-
urement, from the center line of East 49th Street; thence Southerly
on a line parallel with the center line of East 49th Street and distant
245 feet Westerly therefrom, 76.38 feet; thence Easterly on a line
parallel with the Southerly line of said Original Lot No. 296, 60 feet;
thence Southerly on a line parallel with the center line of East 49th
Street and distant 185 feet Westerly therefrom. about 435.13 feet to
the place of beginning, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 65

    Situated in the Village of Cuyahoga Heights, County of Cuyahoga
and State of Ohio, and known as being part of Original One Hundred
Acre Lot No. 296, and bounded and described as follows:




                                     A-393






<PAGE>   456
                                                                           (CEI)





    Beginning in the center line of East 49th Street, 50 feet wide, at
a point distant Northerly, measured along the center line of East
49th Street, 450 feet from the intersection of said center line with the
Southerly line of said Original Lot No. 296; thence Westerly parallel
with the Southerly line of said Original Lot No. 296, 185 feet; thence
Northerly parallel with the center line of East 49th Street, 35.13
feet; thence Easterly parallel with the Southerly line of Original Lot
No. 296, 185 feet to the center line of East 49th Street; thence South-
erly along the center line of East 49th Street, 35.13 feet to the place
of beginning, be the same more or less, but subject to all legal high-
ways.

                                 Parcel No. 66

    Situated in the Village of Cuyahoga Heights, County of Cuya-
hoga and State of Ohio, and known as being a part of Original One
Hundred Acre Lot No. 296, and bounded and described as follows:

    Beginning in the center line of East 49th Street (formerly In-
dependence Road) at a point 485.13 feet Northerly, measured along
the center line of East 49th Street, from the Southeasterly corner
of said Original Lot No. 296; thence West on a line parallel with
the Southerly line of Original Lot No. 296 and distant 485.13 feet
Northerly therefrom, 245 feet; thence North on a line parallel with
the center line of East 49th Street, 76.38 feet; thence South 67 degrees 16'
East 12.62 feet to a point; then South 81 degrees 41' East, 234.60 feet to
the center line of East 49th Street; thence South along the center
line of East 49th Street, 46.37 feet to the place of beginning, be the
game more or less, but subject to all legal highways.

                                 Parcel No. 67

    Situated in the Village of Cuyahoga Heights, County of Cuya-
hoga and State of Ohio, and known as being part of Original One
Hundred Acre Lot No. 299, and bounded and described as follows:

    Beginning on the center line of East 49th Street (formerly In-
dependence Road) at the Northeasterly corner of land conveyed to
Eugene R. Crombine by deed filed for record November 9, 1946,
and recorded in Volume 6235, Page 192 of Cuyahoga County Rec-
ords; thence Westerly along the Northerly line of land so conveyed
to Eugene R. Crombine, 185 feet to the Northwesterly corner
thereof; thence Northerly and parallel with said center line of East
49th Street, 75 feet; thence Easterly and parallel with the Northerly
line of land so conveyed to Eugene R. Crombine, 185 feet to the
center line of East 49th Street; thence Southerly along said center
line, 75 feet to the place of beginning, be the same more or less, but
subject to all legal highways.



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<PAGE>   457
                                                                           (CEI)





                                 Parcel No. 68

    Situated in the Village of Cuyahoga Heights, County of Cuya-
hoga and State of Ohio, and known as being part of Original One
Hundred Acre Lots Nos. 298 and 299, and bounded and described
as follows:

    Beginning in the center line of East 49th Street (formerly In-
dependence Road) and at the Northeast corner of that certain
5.1136 Acre parcel of land that was conveyed by Philip Stark in deed
dated April 24, 1906, and recorded in Volume 1021, Page 591 of
Cuyahoga County Records; thence along said center line of East
49th Street, South degrees 03' 30" West, a distance of 4.87 feet, more or
less, to the Northeast corner of that certain 0.18260 Acre parcel
of land that was conveyed to The Cleveland Short Line Railway
Company in "Parcel XXII" of deed dated May 8, 1906, and recorded
in Volume 1050, Page 296 of Cuyahoga County Records; thence
along the Northwesterly line of said "Parcel XXII", South 60 degrees 15'
30" West, a distance of 191.72 feet, more or less, to the Southwest
corner thereof, which Southwest corner is in the Southerly line of
the 5.1136 acre parcel aforesaid; thence along the Southerly line of
said 5.1136 acre parcel, South 89 degrees 50' West, a distance of 2079.10
feet, more or less, to the Southwest corner thereof, which Southwest
corner is described in said deed from Philip Stark as being in the
center of the Ohio Canal; thence along the Westerly line of said
5.1136 acre parcel. which Westerly line is described in said Deed
from Philip Stark, as being the center line of said Ohio Canal,
North 20 degrees 42' East a distance of 107.02 feet, more or less, to the
Northwest corner of said 5.1136 Acre parcel; thence along the
Northerly line of said 5.1136 Acre parcel, North 89 degrees 50' East, a
distance of 2208.61 feet, more or less, to the place of beginning, and
containing 4.931 Acres of land, be the same more or less, but subject
to all legal highways.

    Parcels Nos. 63 through 68, inclusive, being the premises con-
veyed to the Company by deed recorded in Volume 12775, Page 963 of
Cuyahoga County Record of Deeds.

    Parcels Nos. 63 through 68, inclusive, are subject to easements
for water pipeline purposes as shown in instruments recorded in
Volume 5, Page 53, Volume 514, Page 171 and Volume 786, Page
428 of Cuyahoga County Record of Deeds and slope and railroad
crossing rights as shown in instruments recorded in Volume 1237,
Page 267 and Volume 1237, Page 269 of Cuyahoga County Record
of Deeds.




                                     A-395






<PAGE>   458
                                                                           (CEI)





                                 Parcel No. 69

    Situated in the Village of Cuyahoga Heights, County of Cuya-
hoga and State of Ohio, and known as being parts of Original One
Hundred Acre Lots Nos. 298 and 299, and bounded and described
as follows:

    Commencing at the point in the center line of East 49th Street,
also known as Independence Road, 60 feet wide, at the Northeasterly
corner of the land conveyed by F. J. Jerome and Lucy E. D. Jerome.
to The New York Central Railroad Company by deed dated February
26, 1927, and recorded in Volume 3559, Page 456 of Cuyahoga County
Records, said point being also at the Southeasterly corner of the land
conveyed by J. G. W. Cowles, Trustee, to The Cleveland Short Line
Railway Company, a predecessor of said The New York Central
Railroad Company, as Parcel XXII by deed dated May 8, 1906, and
recorded in Volume 1050, Page 296 of Cuyahoga County Records;
thence South 89 degrees 50' 00" West along the Northerly line of the land
conveyed to first aforesaid, a distance of 167.24 feet to the principal
place of beginning, marked by a monument, said point being also
South 60 degrees 15' 30" West 192.22 feet from a point in said center line
of East 49th Street, and being at the Easterly corner of that portion
lying on the Northwesterly side of the railroad of The New York
Central Railroad Company of the land conveyed by F. J. Jerome and
Lucy E. D. Jerome, to The Cleveland Trust Company, as the Third
Parcel by deed dated February 26, 1927, and recorded in Volume
3561, Page 521 of Cuyahoga County Records;

    Course No. 1: Thence South 89 degrees 50' 00" West along the North-
erly line of the land conveyed as last aforesaid a distance of 2079.10
feet to the point in the center line of the Ohio Canal at the North-
westerly corner of the land so conveyed;

    Course No. 2: Thence South 20 degrees 42' 00" West along said center
line of the Ohio Canal and being along a Westerly line of the land
conveyed as last aforesaid, a distance of 459.36 feet to a point;

    Course No. 3: Thence South 12 degrees 12' 00" West continuing along
the center line of the Ohio Canal and being along a Westerly line
of the land conveyed as last aforesaid, a distance of 145.20 feet to a
point;

    Course No. 4: Thence South 1 degrees 18' 00" East continuing along the
center line of the Ohio Canal and being along a Westerly line of the
land conveyed as last aforesaid, a distance of 284.36 feet to the
point at the Southwesterly corner of land so conveyed;

    Course No. 5: Thence South 89 degrees 53' 00" East along a Southerly
line of the land conveyed as last aforesaid, a distance of 654.07 feet




                                     A-396






<PAGE>   459
                                                                           (CEI)





to a point in the dividing line between the land so conveyed and the
land of The New York Central Railroad Company as conveyed by the
aforesaid deed from F. J. Jerome and Lucy E. D. Jerome, to The
New York Central Railroad Company by deed dated February 26,
1927, and recorded in Volume 3559, Page 456 of Cuyahoga County
Records;

    Course No. 6: Thence North 60 degrees 15' 30" East along said last
mentioned dividing line, a distance of 558.06 feet to a point marked
by a monument;

    Course No. 7: Thence North 44 degrees 09' 10" East continuing along
said last mentioned dividing line a distance of 270.52 feet to a point
marked by a monument;

    Course No. 8: Thence North 74 degrees 37' 00" East continuing along
said last mentioned dividing line a distance of 503.95 feet to a point
marked by a monument;

    Course No. 9: Thence North 60 degrees 15' 30" East continuing along
said last mentioned dividing line, a distance of 521.42 feet to the
principal place of beginning, and containing 26.87 acres of land,
more or less, according to the survey made in December, 1961, by
Peter J. Knezevic, Ohio registered Surveyor No. 4499, be the same
more or less, but subject to all legal highways.

    Excepting therefrom all lands lying within the bounds of the
Ohio Canal.

    Parcel No. 69 being the premises conveyed to the Company by
deed recorded in Volume 12909, Page 355 of Cuyahoga County Record
of Deeds.

    Parcel No. 69 is subject to an easement for sewer purposes as
shown in an instrument recorded in Volume 4976, Page 480 of Cuya-
hoga County Record of Deeds and an easement for drainage purposes
as shown in an instrument recorded in Volume 11179, Page 515 of
Cuyahoga County Record of Deeds.

                              HICKORY SUBSTATION

                                 Parcel No. 70

    Situated in the City of Brecksville, County of Cuyahoga and
State of Ohio, and known as being part of Original Brecksville Town-
ship Lot No. 37 and further bounded and described as follows:

    Beginning in the center line of Oakes Road, 60 feet wide, at the
Southwesterly corner of a parcel of land conveyed to Leslie A. Ward
and Hazel I. Ward by deed dated July 24, 1943, and recorded in
Volume 5619, Page 655 of Cuyahoga County Records; thence Westerly




                                     A-397






<PAGE>   460
                                                                           (CEI)





along the center line of Oakes Road, 360 feet to the Southeasterly
corner of a parcel of land conveyed to Willard L. Schwenk and
Jacqueline Schwenk by deed dated February 4, 1954, and recorded
in Volume 8018, Page 3 of Cuyahoga County Records; thence
North 0 degrees 54' 5" East, a distance of 600.00 feet to the Northeasterly
corner of said Schwenk property, and the principal place of be-
ginning; thence South 89 degrees 43' 19" West, a distance of 120.00 feet
to the Northwesterly corner of said Schwenk property; thence South
0 degrees 54' 5,' West, along the Westerly line of said Schwenk property
a distance of 360.00 feet to a point in the Easterly Right of Way line
of Interstate Route 77; thence North 9 degrees 59' 57" West along said
Easterly Right of Way line of Interstate Route 77, a distance of
288.16 feet to a point therein; thence North 2 degrees 31' 22" West along
the Easterly Right of Way line of Interstate Route 77, a distance of
376.13 feet to a point therein; thence North 89 degrees 43' 19" East, a
distance of 556.97 feet to a point; thence South 0 degrees 54' 5" West, a
distance of 300.00 feet to a point in the Southerly line of land con-
veyed to Alfred P. & H.P. Jones by deed recorded in Volume 6849,
Page 161 of Cuyahoga County Records; thence South 89 degrees 43' 19"
West along the Southerly line of said Jones property, a distance of
360.00 feet to a point therein and the principle place of beginning,
and containing 4.0499 acres of land according to a survey made by
Ciuni-Zwick Associates in November, 1972, but subject to all legal
highways.

    Parcel No. 70 being the premises conveyed to the Company by
deeds recorded in Volume 13320, Pages 809 and 811, respectively, of
Cuyahoga County Record of Deeds.

    Parcel No. 70 is subject to easements for pipe line purposes as
shown in instruments recorded in Volume 7683, Page 556, Volume
7695, Page 240 and Volume 11871, Page 419 of Cuyahoga County
Record of Deeds and an easement for channel and sewer purposes as
shown in an instrument recorded in Volume 12109, Page 613 of
Cuyahoga County Record of Deeds.

                                 Parcel No. 71

    Situated in the City of Brecksville, County of Cuyahoga and
State of Ohio, and known as being part of Original Brecksville Town-
ship Lot No. 37 and further bounded and described as follows:

    Beginning in the center line of Oakes Road, 60 feet wide, at the
Southwesterly corner of a parcel of land conveyed to Leslie A. Ward
and Hazel I. Ward by deed dated July 24, 1943, and recorded in
Volume 5619, Page 655 of Cuyahoga County Records; thence West-
erly along the center line of Oakes Road, 360 feet to the Southeasterly
corner of a parcel of land conveyed to Willard L. Schwenk and



                                     A-398






<PAGE>   461
                                                                           (CEI)





Jacqueline Schwenk by deed dated February 4, 1954, and recorded
in Volume 8018, Page 3 of Cuyahoga County Records, and the prin-
ciple place of beginning; thence North 0 degrees 54' 5" East, a distance of
600.00 feet to the Northeasterly corner of said Schwenk property;
thence South 89 degrees 43' 19" West, a distance of 120.00 feet to the
Northwesterly corner of said Schwenk property; thence South 0 degrees
54' 5" West, a distance of 535.00 feet along the Westerly line of said
Schwenk property to a point in the Easterly Right of Way line on
Interstate Route 77; thence South 46 degrees 59' 19" East along said East-
erly Right of Way line of Interstate Route 77, a distance of 51.03 feet
to a point in the Northerly Right of Way line of Oakes Road (60 feet
wide); thence North 89 degrees 43' 19" East along the Northerly right of
way line of Oakes Road, a distance of 10.00 feet to a point therein;
thence South 2 degrees 33' 25" West, a distance of 30.03 feet to a point in
the center line of Oakes Road; thence North 89 degrees 43' 19" East along
the center line of Oakes Road, a distance of 73.00 feet to a point
therein and the principle place of beginning and containing 1.60467
acres of land more or less, according to a survey by Ciuni-Zwick
Associates in October, 1972, but subject to all legal highways.

    Parcel No. 71 being the premises conveyed to the Company by
deed recorded in Volume 13164, Page 619 of Cuyahoga County Record
of Deeds.

    Parcel No. 71 is subject to a release of highway abutter's rights,
including access rights, as shown in a deed recorded in Volume 11847,
Page 449 of Cuyahoga County Record of Deeds and an easement for
utility purposes as shown in a Journal Entry recorded in Volume
12307, Page 319 of Cuyahoga County Record of Deeds.

                               INLAND SUBSTATION

                                 Parcel No. 72

    Situated in the City of Cleveland, County of Cuyahoga, and State
of Ohio and known as being part of Original Lots 424 and 432 and
further bounded and described as follows:

    Beginning at a point in the center line of Holton Ave. (60 feet
wide) at its intersection with the center line of East 91st St. (50
feet wide); thence North 89 degrees 30' 00" West along the center line of
Holton Ave., a distance of 144.91 feet; thence South 0 degrees 09' 20" East
a distance of 30.00 feet to a point in the South Right-of-Way line of
Holton Ave. and the principle place of beginning: thence South 0 degrees
09' 20" East a distance of 140.00 feet along the West line of Sublot
No. 47 in A.P. Winslow and C.O. Sharp Allotment recorded in
Volume 5, Page 47 of Cuyahoga County Maps to a point in North
line of Sublot No. 44 in said A.P. Winslow and C.O. Sharp Allot-



                                     A-399






<PAGE>   462
                                                                           (CEI)





ment; thence North 89 degrees 30' 00" West along the North line of said
Sublot No. 44, a distance of 20.00 feet to the Northwest corner of
said Sublot No. 44; thence South 0 degrees 09' 20" East a distance of 1697.16
feet to a point in the West side of an existing concrete retaining wall;
thence South 01 degrees 01' 56" West, along the westerly face of said re-
taining wall, a distance of 63.39 feet to an angle point therein; thence
South 6 degrees 15' 41" West along the westerly face of said retaining wall,
a distance of 119.02 feet to an angle point therein; thence South
8 degrees 58' 06" West along the westerly face of said retaining wall, a
distance of 49.83 feet to an angle point therein; thence South 16 degrees
52' 42" West partially along the westerly face of said retaining wall,
a distance of 179.07 feet to a point of curvature, said point being 20
feet North of the center line of track No. 101 as shown on sheet
No. S.T.9-V. 9 of the Cleveland and Pittsburgh Railroad Evaluation
Map; thence 255.28 feet along an arc having a radius of 849.28 feet
and a chord of 254.32 feet which bears South 32 degrees 41' 58" West to a
point 20 feet North of the center line of the aforementioned track No.
101; thence South 41 degrees 18' 38" West a distance of 71.97 feet to a point
20 feet North of the centerline of track No. 101; thence 156.55 feet
along an arc having a radius of 1626.91 feet and a chord of 156.49
feet which bears South 38 degrees 33' 14" West to a point of compound
curvature; thence 162.67 feet along an arc having a radius of 671.83
feet and a chord of 162.27 feet which bears South 28 degrees 51' 55" West;
thence 73.33 feet along an arc having a radius of 755.05 feet and a
chord of 73.30 feet which bears North 5 degrees 10' 42" West; thence 124.15
feet along an arc having a radius of 913.49 feet and a chord of
124.05 feet which bears North 4 degrees 04' 02" West to a point 20 feet East
of the center line of a Main Freight Track owned by the Penn Central
Transportation Company; thence North 0 degrees 10' 26" West parallel to and
20 feet East of said center line of said Freight Track a distance of
1912.37 feet to a point of curvature; thence 670.37 feet along an arc
having a radius of 2431.58 feet and a chord of 668.25 feet which
bears North 8 degrees 04' 19" West; thence North 740 39' 57" East a dis-
tance of 22.07 feet to a point in the South Right-of-Way line of the
aforementioned Holton Ave. (60 feet wide); thence South 89 degrees 30' 00"
East along the South Right-of-Way line of Holton Ave., a distance of
543.46 feet to a point therein and the principle place of beginning.
Be the same more or less and containing 25.6682 Acres of land
according to a survey made by Ciuni-Zwick Associates in May, 1972,
but subject to all legal highways.

    Parcel No. 72 being the premises acquired by the Company by
appropriation pursuant to a Judgment Entry and a Certificate of
Appropriation recorded in Volume 13387, Pages 807 and 813, re-
spectively, of Cuyahoga County Record of Deeds.



                                     A-400






<PAGE>   463
                                                                           (CEI)





    Parcel No. 72 is subject to an easement for railroad tail track
purposes as shown in the aforesaid Judgment Entry and Certificate
of Appropriation, easements for bridge structure and sewer and water
pipe line purposes as shown in instruments recorded in Volume 2312
Page 454 and Volume 4165, Page 249 of Cuyahoga County Record
of Deeds and easements, if any, for utility purposes which may have
arisen when a portion of Parcel No. 72 was vacated as a public street
by Ordinance No. 35461 of the City of Cleveland enacted on Janu-
ary 18, 1915.
                               IRWIN SUBSTATION

                                 Parcel No. 73

    Situated in the Village of Valley View, County of Cuyahoga and
State of Ohio, and known as being a part of Original Independence
Township Lot No. 4 in Tract No. 3, East of the Cuyahoga River, and
bounded and described as follows:

    Beginning at a point in the Southwesterly line of land in the
Tenth Parcel conveyed to The Lake Erie and Pittsburgh Railway
Company by deed dated April 3, 1911 and recorded in Volume 1295,
Page 492 of Cuyahoga County Records distant North 50 degrees 46' 55"
West, 186.87 feet, as measured along said Southwesterly line from
its intersection with the center line of Hathaway Road, 60 feet in
width, diverted, as shown by the plat recorded in Volume 36, Page 24
of Cuyahoga County Map Records;

    Course No. 1 Thence North 50 degrees 46' 55" West along the South-
westerly line of land in the Tenth Parcel so conveyed, a distance of
248 feet to the Westerly line of land conveyed to F. J. Jerome by deed
dated August 16, 1907 and recorded in Volume 1129, Page 340 of
Cuyahoga County Records, by deed dated August 21, 1907 and re-
corded in Volume 1129, Page 341 of Cuyahoga County Records, and
by deed dated August 21, 1907 and recorded in Volume 1129, page 342
of Cuyahoga County Records;

    Course No. 2: Thence South 00 degrees 06' 00" West along the Westerly
line of land so conveyed to F. J. Jerome by the aforementioned deeds.
a distance of 32.225 feet to its intersection with a line drawn parallel
to and distant 50 feet Southwesterly by rectangular measurement
from the Southwesterly line of land conveyed to The Lake Erie and
Pittsburgh Railway Company by deed dated May 13, 1907 and re-
corded in Volume 1134, Page 221 of Cuyahoga County Records;

    Course No. 3: Thence North 50 degrees 46' 55" West along said parallel
line, a distance of 25 feet;

    Course No. 4: Thence South 00 degrees 06' 00" West along a line drawn
parallel to the Westerly line of land conveyed to F. J. Jerome, as afore-
mentioned, a distance of 75 feet to its intersection with a line drawn
parallel to and distant 83.19 feet Southwesterly by rectangular meas-

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<PAGE>   464
                                                                           (CEI)





urement from the Southwesterly line of land in the Tenth Parcel
conveyed to The Lake Erie and Pittsburgh Railway Company as first
aforementioned;

    Course No. 5: Thence South 50 degrees 46' 55" East along said parallel
line, a distance of 205.35 feet;

    Course No. 6: Thence North 39 degrees 13' 05" East, a distance of 83.19
feet to the place of beginning, and containing 19,272 square feet of
land or 0.4424 acre according to the survey of Garrett & Associates,
Inc., Registered Professional Engineers and Surveyors, be the same
more or less, but subject to all legal highways.

    Parcel No. 73 being the premises conveyed to the Company by
deed recorded in Volume 13162, Page 15 of Cuyahoga County Record
of Deeds.

    Parcel No. 73 is subject to: an oil and gas lease recorded in
Volume 80, Page 538 of the Cuyahoga County Record of Leases;
assignments of the aforesaid oil and gas lease recorded in Volume
286, Page 247 and Volume 470, Page 147 of Cuyahoga County Record
of Leases; and covenants and releases relating to a fence and a rail-
road crossing as shown in an instrument recorded in Volume 6682,
Page 119 and Volume 1050, Page 209 of Cuyahoga County Record of
Deeds.

                                JUDI SUBSTATION

                                 Parcel No. 74

    Situated in the City of Euclid, Cuyahoga County, and State of
Ohio being part of Original Euclid Township Tract 14 and being
further described as follows:

    Beginning at the intersection of center lines of Roseland Avenue
(50 feet wide) and East 204th Street (50 feet wide), thence South
49 degrees 57' 00" West along said center line of Roseland Avenue 93.46 feet
to the principal place of beginning: thence due North 32.66 feet to
a point in the Northwesterly Right-of-Way line of said Roseland
Avenue; thence North 40 degrees 03' 00" West, 190.00 feet to a point;
thence South 49 degrees 57' 00" West, 227.10 feet to a point; thence South
40 degrees 03' 00" East, 215.00 feet to a point; thence North 49 degrees 57'
00"
East, 206.09 feet to the principal place of beginning, containing 1.115
acres of land and being the same, more or less, but subject to all
legal highways.

    Parcel No. 74 being the premises conveyed to the Company by
deed recorded in Volume 13360, Page 609 of Cuyahoga County Rec-
ord of Deeds.

    Parcel No. 74 is subject to an easement for railroad branch switch
purposes as shown in instruments recorded in Volume 1760, Page 498
and Volume 1766, Page 406 of Cuyahoga County Record of Deed and

                                     A-402






<PAGE>   465
                                                                           (CEI)





an easement for railroad spur track purposes as shown in the afore-
said deed by which said Parcel was conveyed to the Company.


                           LAKESHORE PLANT ADDITION

                                 Parcel No. 75

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio and known as being part of Original One Hundred Acre Lots
Nos. 346 and 349 and bounded and described as follows:

    Beginning on the Easterly line of East 55th Street (100 feet
wide) at its intersection with the Southeasterly line of a 41.734 Acre
parcel of land which was conveyed to The Frasch Process Soda Com-
pany by deed dated June 12, 1891, and recorded in Volume 502, Page
594 of Cuyahoga County Records; thence North 57 degrees 36' 30" East
along the Southeasterly line of said 41.734 Acre parcel of land, it
being the Southeasterly line of land conveyed to The Norwalk Truck
Line Company by deed dated December 15, 1952, and recorded in
Volume 7666, Page 154 of Cuyahoga County Records, 393.41 feet to a
point of curvature; thence Northeasterly along the Southeasterly line
of said 41.734 Acre parcel of land, it being a curved line deflecting
to the left 296.46 feet, said curved line having a radius of 13,066.40
feet and a chord which bears North 56 degrees 57' 30" East, 296.46 feet;
thence North 56 degrees 18' 30" East continuing along the Southeasterly
line of said 41.734 Acre parcel of land 721.49 feet to the most Westerly
corner of a 29.320 square foot parcel of land conveyed by The Wilson
Realty Company to The Union Salt Company by deed dated July 17,
1917, and recorded in Volume 1970, Page 413 of Cuyahoga County
Deed Records; thence North 75 degrees 20' 00" East along the Southerly
line of said 29,320 square foot parcel of land and along the South-
easterly line of a 9.75 Acre parcel of land conveyed by The Frasch
Process Soda Company to The United Salt Company by deed dated
October 18, 1895, and recorded in Volume 614, Page 341 of Cuyahoga
County Deed Records, 301.05 feet to the most Westerly corner of a
1112 square foot parcel of land conveyed by The Union Salt Company
to The New York Central Railroad Company by deed dated January 4,
1934, and recorded in Volume 4328, Page 227 of Cuyahoga County Deed
Records; thence North 56 degrees 18' 30" East along the Northwesterly line
of said 1112 square foot parcel of land, 213 feet to an angle in said
Northwesterly line; thence North 49 degrees 41' 20" East continuing along
the Northwesterly line of said 1112 square foot parcel of land, 102 feet
to its intersection with the Easterly line of said 9.75 Acre parcel of
land; thence North 0 degrees 28' 40" West along said East line, it being the
East line as located in Case No. 7604, Federal Court Exhibit "A" as
shown on plat recorded in Volume 40, Page 29 of Cuyahoga County



                                     A-403






<PAGE>   466
                                                                           (CEI)





Map Records, 975.72 feet to an angle in said East line; thence North
37 degrees 12' 40" West along said East line as shown on said Exhibit "A",
135.20 feet to the Southeasterly line of South Marginal Road; thence
Southwesterly along the Southeasterly line of South Marginal Road,
it being a curved line deflecting to the right, 565.51 feet to a point of
tangency, said curved line having a radius of 1270.06 feet and a chord
which bears South 42 degrees 22' 01" West, 560.85 feet; thence South 55 degrees
07' 00" West continuing along the Southeasterly line of South Margin-
al Road, 351.30 feet to a point of curvature in said Southeasterly line;
thence Southwesterly along the arc of a curve deflecting to the right
in the Southeasterly line of said South Marginal Road, it being the
Northwesterly line of land conveyed to Union Properties, Inc., by
deed dated November 13, 1952, and recorded in Volume 7653, Page
52 of Cuyahoga County Records, 101.66 feet to the Northeasterly
corner of Parcel No. 1 conveyed to The Cleveland Automobile Club
Company by deed dated July 14, 1967, and recorded in Volume 12140,
Page 973 of Cuyahoga County Records, said curve having a radius of
948.23 feet; thence South 32 degrees 23' 30" East along the Northeasterly
lines of Parcel 1 and Parcel 2 of land so conveyed to The Cleveland
Automobile Club Company, 665.06 feet to the most Southeasterly cor-
ner thereof; thence South 56 degrees 18' 30" West along the Southeasterly
lines of Parcels Nos. 2 and 1 of land so conveyed to The Cleveland
Automobile Club Company and along the Southeasterly line of land
conveyed to Storer Broadcasting Company by deed dated December
21, 1970, and recorded in Volume 12925, Page 273 of Cuyahoga County
Records, and along the Southeasterly prolongation thereof, 834.64
feet to a point of curvature; thence Southwesterly along the arc of a
curve, deflecting to the right, 82.07 feet to the Southeasterly corner of
land conveyed to Jay F. Zook, Trustee, by deed dated August 23, 1965,
and recorded in Volume 11647, Page 341 of Cuyahoga County Records,
said curve having a radius of 13,016.40 feet and a chord which bears
South 56 degrees 29' 40" West, 82.07 feet; thence Southwesterly along the
Northwesterly line of a private road, it being a curved line deflecting
to the right, and along the Southeasterly line of land conveyed to Jay
F. Zook, Trustee for Jay F. Zook, Inc. Employees Trust and also along
the Southeasterly line of land conveyed by Norwalk Truck Lines, Inc.,
to Westinghouse Electric Corporation by deed dated December 19,
1958, and recorded in Volume 9459, Page 452 of Cuyahoga County
Deed Records, 213.26 feet, said curved line having a radius of
13,016.40 feet and a chord which bears South 57 degrees 08' 40" West,
213.26 feet to a point of tangency; thence South 57 degrees 36' 30" West
continuing along the Northwesterly line of said private road and along
the Southeasterly line of land conveyed to Westinghouse Electric Cor-
poration as aforesaid, 362.28 feet to said Easterly line of East 55th
Street; thence South 00 degrees 28' 40" East along said Easterly line of East



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<PAGE>   467
                                                                           (CEI)





55th Street, 58.90 feet to the place of beginning, be the same more
or less, but subject to all legal highways.

    Parcel No. 75 being the premises conveyed to the Company by
deed recorded in Volume 13612, Page 951 of Cuyahoga County Record
of Deeds.

    Parcel No. 75 is subject to: a restriction against the right to
seek a railroad crossing as shown in a deed recorded in Volume 502,
Page 594 of Cuyahoga County Record of Deeds; easements for water
pipe line purposes as shown in instruments recorded in Volume 7280,
Page 504, Volume 8675, Page 594, Volume 8898, Page 266 and
Volume 9927, Page 352 of Cuyahoga County Record of Deeds; an
easement for gas pipe line purposes as shown in an instrument
recorded in Volume 10971, Page 259 of Cuyahoga County Record
of Deeds; easements for sewer purposes as shown in an instru-
ment recorded in Volume 12140, Page 973 of Cuyahoga County Record
of Deeds; easements for private rights-of-way as shown in instru-
ments recorded in Volume 12140, Page 973 and Volume 12925, Page
273 of Cuyahoga County Record of Deeds and in the deed by which
said Parcel was conveyed to the Company; building setback and use
restrictions as shown in an instrument recorded in Volume 12236,
Page 1005 of Cuyahoga County Record of Deeds; and the rights, if
any, for public purposes, of the United States of America and the
State of Ohio in and to the portion of said Parcel lying in Lake Erie
Northerly of the 1914 shore line thereof.

                                LARK SUBSTATION

                                  Parcel No. 76

    Situated in the Village of Mayfield, County of Cuyahoga and
State of Ohio, and known as being a part of Original Mayfield Lot
No. 45, Tract No. 1, further bounded and described as follows:

    Beginning on the center line of Wilson Mills Road, 80 feet wide,
at the Southeasterly corner of land conveyed to Shirley A. Vitek by
deed dated August 1, 1952 and recorded in Volume 7610, Page 337, and
by deed dated August 3, 1953 and recorded in Volume 7846, Page 458
of Cuyahoga County Records, which point is distant South 88 degrees 39' 50"
East, 520.95 feet therein from the Southwesterly corner of said Orig-
inal Lot No. 45; thence North 01 degrees 36' 00" East along the Easterly
line of land so conveyed to Shirley A. Vitek, 45 feet to the Northerly
line of the aforesaid Wilson Mills Road and the principal place of
beginning; thence continuing North 01 degrees 36' 00" East along said
Easterly line of land so conveyed to Shirley A. Vitek, 274.70 feet to
an iron pin at the Northeasterly corner thereof; thence North 88 degrees 39'
50" West parallel with the center line of Wilson Mills Road and along
the Northerly line of land so conveyed to Shirley A. Vitek and along



                                     A-405






<PAGE>   468
                                                                           (CEI)





the Northerly line of land conveyed to Harold A. Stevenson and
Elizabeth J. Stevenson by deed dated August 3, 1953 and recorded in
Volume 7846, Page 456 of Cuyahoga County Records, and the Westerly
prolongation thereof, about 297 feet to a point in the Easterly Limited
Access Line of Interstate Route 271; thence Southeasterly along the
aforesaid Easterly Limited Access Line of Interstate Route 271, about
262 feet to an angle point therein; thence Southerly, along the afore-
said Easterly Limited Access Line of interstate Route 271; about 43
feet to a point in the aforesaid Northerly line of Wilson Mills Road;
thence South 88 degrees 39' 50" East along the aforesaid Northerly line of
Wilson Mills Road, about 175 feet to the principal place of beginning,
and containing about 1.4 acres, be the same more or less, but subject
to all legal highways.

    Parcel No. 76 being the premises conveyed to the Company by
deed recorded in Volume 12762, Page 717 of Cuyahoga County Record
of Deeds.

    Parcel No. 76 is subject to: slope rights as shown in instruments
recorded in Volume 9997, Pages 401 and 404, respectively, of Cuya-
hoga County Record of Deeds; waivers of highway access rights as
shown in instruments recorded in Volume 9938, Page 160 and Volume
9995, Page 670 of Cuyahoga County Record of Deeds; and an agree-
ment relating to sewers and a sewer pumping station located on said
Parcel as shown in an instrument recorded in Journal 149, Page 417
of the Cuyahoga County Board of Commissioners.

                             LONGFIELD SUBSTATION

                                 Parcel No. 77

    Situated in the Village of Glenwillow, County of Cuyahoga and
State of Ohio and known as being part of Original Solon Township
Lot No. 19, Tract No. 3, and bounded and described as follows:

    Beginning on the center line of Cochran Road (60 feet wide) at
the Northeasterly corner of land conveyed to The Cleveland Electric
illuminating Co., by deed dated September 18, 1970, and recorded in
Volume 12756, Page 5 of Cuyahoga County Records; thence North
00 degrees 10' 45" West along the center line of Cochran Road, 150 feet;
thence North 89 degrees 54' 03" West, 770.04 feet to a point; thence South
75 degrees 02' 31" West, 509.58 feet to the Northeasterly line of the Norfolk
& Western Railway Company's right of way; thence Southeasterly
along the Northeasterly line of said right of way, 183.04 feet along
the arc of a curve deflecting to the left, said curve having a radius of
1870.26 feet and a chord which bears South 49 degrees 53' 56" East, 182.98
feet to the Northwesterly corner of land conveyed to The Cleveland
Electric Illuminating Co., as aforesaid; thence North 75 degrees 02' 31" East



                                     A-406






<PAGE>   469
                                                                           (CEI)





along the Northwesterly line of land so conveyed, 384.96 feet to an
angle therein; thence South 89 degrees 54' 03" East along the Northerly line
of land so conveyed to The Cleveland Electric illuminating Co., 750.95
feet to the place of beginning, and containing about 4.1652 Acres of
land according to a survey dated October, 1970, and revised October,
1972, by Richard F. Hantel, Registered Surveyor, be the same more
or less, but subject to all legal highways.

    Parcel No. 77 being the premises conveyed to the Company by
deeds recorded in Volume 13166, Pages 405 and 409, respectively, of
Cuyahoga County Record of Deeds.

    Parcel No. 77 is subject to an easement for private drive purposes
as shown in an instrument recorded in Volume 2388, Page 426 of
Cuyahoga County Record of Deeds and an easement for driveway
purposes as shown in an instrument recorded in Volume 3572, Page
445 of Cuyahoga County Record of Deeds.

                         MILES SERVICE CENTER ADDITION

                                  Parcel No. 78

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being part of Original Warrensville Township
Lots Nos. 81 and 82, and bounded and described as follows:

    Beginning on the Easterly line of East 146th Street, (50 feet
wide), at the Northwesterly corner of land transferred to Ashland
Oil and Refining Company described in Certificate of Title No.
91,085; thence North 0 degrees 38' 50" East, along the Easterly line of East
146th Street, 775.74 feet to a point in the Northerly line of Torrens
Avenue, proposed; thence South 71 degrees 05' 18" East, along the Northerly
line of Torrens Avenue proposed, 1805.21 feet to the Southeasterly
corner of premises formerly registered in Certificate of Title No.
6733; thence South 0 degrees 23' 26" West 94.86 feet to the Northeasterly
corner of land described in aforesaid Certificate of Title No. 91,085;
thence North 89 degrees 51' 20" West, along the most Northerly line of land
so described, 1414.91 feet to a Northwesterly corner thereof; thence
South 0 degrees 38' 50" West, parallel with the Easterly line of East 146th
Street, 100.00 feet; thence North 89 degrees 51' 26" West, along a Northerly
line of land so described in Certificate of Title No. 91,085, 300 feet
to the place of beginning, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 79

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being part of Original Warrensville Township,
Lots Nos. 81 and 82, and bounded and described as follows:




                                     A-407






<PAGE>   470
                                                                           (CEI)





    A thirty foot strip of land extending Northeasterly from the
Northerly line of the premises above described measured fifteen feet
on each side of the following described center line:

    Beginning at a point on the Southerly line of premises formerly
registered in Certificate of Title No. 6733, distant North 71 degrees 05' 18"
West, 674.30 feet measured along said Southerly line from the South-
easterly corner of said premises, thence North 42 degrees 20' 12" East,
369.92 feet; thence on a curve right, tangent to the last described
line, and having a radius of 385.00 feet, 226.197 feet, the chord of
which bears North 59 degrees 10' 05" East, and measured 222.96 feet; thence
North 75 degrees 59' 58" East, 57.50 feet and tangent to the last described
line to a point on the Northerly line of premises formerly described
in Certificate of Title No. 652, distant North 73 degrees 27' 47" West, 151.73
feet measured along said Northerly line from the Northeasterly corner
thereof, be the same more or less, but subject to all legal highways.

    Parcels Nos. 78 and 79 being the premises conveyed to the Com-
pany as shown in Land Title Registration Certificate of Title No.
109083 recorded in Book 536, Page 109083 of Cuyahoga County Rec-
ord of Land Title Registrations.

    Parcels Nos. 78 and 79 are subject to easements for switch track,
pipeline and railroad spur track purposes, all as shown in the aforesaid
Certificate of Title.


                                 Parcel No. 80

    Situated in the City of Cleveland, County of Cuyahoga and State
of Ohio, and known as being Sublot No. 27 in The S. H. Kleinman
Realty Company's Miles Heights Allotment of part of Original War-
rensville Township Lot No. 82, as shown by the recorded plat in
Volume 44 of Maps, Page 15 of Cuyahoga County Records, and being
40 feet front on the Westerly side of East 154th Street (formerly East
153rd Street), and extending back 127.42 feet on the Northerly line,
127.51 feet on the Southerly line, and having a rear line of 40 feet,
as appears by said plat, be the same more or less, but subject to all
legal highways.

    Parcel No. 80 being the premises conveyed to the Company by
deed recorded in Volume 12793, Page 53 of Cuyahoga County Record
of Deeds.

    Parcel No. 80 is subject to covenants and restrictions as shown
in an instrument recorded in Volume 2160, Page 484 of Cuyahoga
County Record of Deeds.




                                     A-408






<PAGE>   471
                                                                           (CEI)





                     NORTH OLMSTED SERVICE CENTER ADDITION

                                 Parcel No. 81

    Situated in the City of North Olmsted, County of Cuyahoga and
State of Ohio, and known as being part of Block "A" in The Libby-
Lee Subdivision No. 2, of part of Original Dover Township Lots No.
19 and 20, as shown by the recorded plat in Volume 184 of Maps,
Page 74 of Cuyahoga County Records, and bounded and described
as follows:

    Beginning on the Northeasterly line of David Drive, 60 feet wide,
at the most Southerly corner of Block "A" as aforesaid;

    Course No. 1, thence North 37 degrees 25' 15" West along the North-
easterly line of David Drive, 100.00 feet to a point;

    Course No. 2, thence North 52 degrees 34' 45" East on a line drawn
parallel with the Southeasterly line of Block "A" as aforesaid, about
130.25 feet to the Northeasterly line of said Block "A";

    Course No. 3, thence South 45 degrees 00' 00" East along the North-
easterly line of Block "A" as aforesaid, about 100.88 feet to the most
Easterly corner of Block "A";

    Course No. 4, thence South 52 degrees 34' 45" West along the South-
easterly line of Block "A" as aforesaid, 143.55 feet to the place of
beginning, be the same more or less, but subject to all legal highways.

    Parcel No. 81 being the premises conveyed to the Company by
deed recorded in Volume 13178, Page 583 of Cuyahoga County Record
of Deeds.

    Parcel No. 81 is subject to certain use and building setback
restrictions during the respective terms and renewals of two leases
on other premises, all as shown in Partial Releases of said Parcel
from said leases recorded in Volume 489, Pages 381 and 385, re-
spectively, of Cuyahoga County Record of Leases.

                               OXFORD SUBSTATION

                                 Parcel No. 82

    Situated in the Township of Painesville, County of Lake and
State of Ohio, and known as being part of Lot 21, Tract 4, in said
Township and is further bounded and described as follows:

    Beginning in the center of Lake Shore Boulevard at a point
which is North 68 degrees and 02 minutes East along said centerline
a distance of 267.67 feet from the Northeast corner of land of Eliza-
beth M. Warren, as recorded in Volume 216, Page 361, of Lake County
Record of Deeds; thence by a line which bears South 18 degrees and



                                     A-409






<PAGE>   472
                                                                           (CEI)





22 minutes East, a distance of 574.02 feet to an iron pipe stake in the
North line of Lot 18; thence following the North line of said Lot 18,
East, a distance of 528.39 feet to an iron pipe stake; thence by a line
which bears North 44 degrees 05' 15" West, a distance of 865.51 feet to
the center of Lake Shore Boulevard; thence following the center of
Lake Shore Boulevard, South 46 degrees and 44' West, a distance of 85.40
feet to an iron angle in said centerline; thence still following the
center of Lake Shore Boulevard, South 68 degrees and 02' West, a distance of
47.98 feet to the place of beginning, and containing 4.571 acres of
land, as calculated and described by Fred G. Volk, Registered Sur-
veyor No. 758 from Survey by J. M. Crabbs, C. E., dated March,
1946, Crabbs' Surveying Service, be the same more or less, but
subject to all legal highways.

    Excepting from said parcel the following described parcel:

    Situated in the Township of Painesville, County of Lake and
State of Ohio and known as being part of Original Painesville Town-
ship Lot No. 21, Tract No. 4 and more fully described as follows:

    Beginning at a point on the Southerly line of Original Lot No.
21 at the Southeasterly corner of a parcel of land conveyed to
Howard Binnig by deed recorded in Volume 321, Page 570 of Lake
County Deed Records; thence North 89 degrees 52' 37" West along the
Southerly line of said parcel conveyed to Howard Binnig and along
the Southerly line of O.L. No. 21, 381.43 feet to a point; thence North
39 degrees 17' 12" East 275.88 feet to a point on the Northeasterly line of
said parcel conveyed to Howard Binnig; thence South 43 degrees 57' 52"
East along the Northeasterly line of said parcel conveyed to Howard
Binnig, 297.80 feet to a point and the place of beginning and con-
taining 0.9865 acres of land, according to a survey by The Western
Reserve Engineering and Surveying Company in March, 1969, be the
same more or less, but subject to all legal highways.

    Parcel No. 82 being the premises conveyed to the Company by
deed recorded in Volume 775, Page 537 of Lake County Record of
Deeds.

    Parcel No. 82 is subject to an easement for safety area purposes
in favor of the United States of America as shown in an instrument
recorded in Volume 453, Page 591 of Lake County Record of Deeds.


                           PERRY NUCLEAR POWER PLANT

                                 Parcel No. 88

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being a part of Lot No. 105 in said
Village and is further bounded and described as follows:



                                     A-410






<PAGE>   473
                                                                           (CEI)





    Beginning in the center of Lockwood Road at the Northwest cor-
ner of 1 acre of land owned by John Winter by deed recorded in
Volume 247, Page 564, Lake County Record of Deeds; Thence along
the West line of land of said Winter South 3 degrees 41' West (at 34.14 feet
passing through an iron pipe stake in the Southerly line of said
Lockwood Road) a distance of 1053.60 feet to an iron pipe stake in
the center of the ditch; Thence along the center of said ditch, North
85 degrees 59' West a distance of 128.32 feet to an iron pipe stake; Thence
parallel with the West line of land of said Winter, North 3 degrees 41' East,
(at 948.99 feet passing through an iron pipe stake in the Southerly
line of said Lockwood Road) a distance of 983.13 feet to the center of
said road; Thence along the center of said Lockwood Road North
65 degrees 10' East a distance of 146.04 feet to the place of beginning.
Containing 3.00 acres of land as surveyed and described by Fullerton
and Kerr, Registered Engineers and Surveyors, be the same more or
less, but subject to all legal highways.

    Parcel No. 83 being the premises conveyed to the Company by
deed recorded in Volume 775, Page 326 of Lake County Record of
Deeds.

    Parcel No. 83 is subject to an easement for gas pipe line pur-
poses and assignments thereof as shown in instruments recorded in
Volume 71, Page 363, Volume 282, Page 49 and Volume 707, Page
506, respectively, Lake County Record of Deeds.


                                 Parcel No. 84

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Original Perry Township Lot
No. 114, being bounded and described as follows:

    Beginning at a point in the centerline of Lockwood Road at the
Northeast corner of a 1.07 acre parcel of land conveyed to Frank W.
Daykin by deed recorded in Volume 253, Page 356, of Lake County
Record of Deeds; Thence North 65 degrees 37' 30" East along the centerline
of said Lockwood Road, a distance of 180.00 feet to a point; Thence
South 3 degrees 10' 00" West a distance of 272.93 feet to an iron pin stake
passing through an iron pin stake in the sideline of Lockwood Road;
Thence South 65 degrees 37' 30" East parallel to the centerline of Lockwood
Road a distance of 180.00 feet to an iron pin stake in the Easterly line
of said Daykin's land; Thence North 3 degrees 10' 00" East along the East-
erly line of said Daykin's land a distance of 272.93 feet to the place of
beginning passing through an iron pin stake in the sideline of Lock-
wood Road. Containing 1.00 acre of land, be the same more or less,
but subject to all legal highways.




                                     A-41






<PAGE>   474
                                                                           (CEI)





    Parcel No. 84 being the premises conveyed to the Company by
deed recorded in Volume 779, Page 192 of Lake County Record of
Deeds.

                                 Parcel No. 85

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being part of Lot 114 in said Village and is
further bounded and described as follows:

    Beginning at the intersection of the centerline of Lockwood Road
at the Southwesterly corner of land conveyed to Elizabeth A. Deckman
by deed recorded in Volume 622, Page 30 of Lake County Records.
Thence Westerly along said centerline of Lockwood Road to the
Southeasterly corner of land conveyed to Wallace N. Robinson and
Leuella L. Robinson by deed recorded in Volume 534, Page 169 of
Lake County Records; thence Northwesterly along the broken North-
easterly line of said property conveyed to Wallace N. Robinson and
Leuella L. Robinson to the water line of Lake Erie; thence North-
easterly along the waterline of Lake Erie to the Northwesterly corner
of land conveyed to Elizabeth A. Deckman in Volume 622, Page 30;
thence Southerly along said Deckman Westerly line to the centerline
of Lockwood Road and the principal place of beginning and containing
about 7.46 acres of land, according to deeds and conveyances of record.
Be the same more or less, but subject to all legal highways, and water-
ways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    Parcel No. 85 being the premises conveyed to the Company by
deed recorded in Volume 776, Page 181 of Lake County Record of
Deeds.

                                 Parcel No. 86

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Lot No. 105 in said Township
and further bounded and described as follows:

    Beginning at the intersection of the centerline of Lockwood Road
with the Westerly line of land now or formerly owned by Mary Lang;
by deed recorded in Volume 67, Page 191 of Lake County Deed
Records; Thence South 65 degrees 10' 00" West along said centerline of
Lockwood Road, 150.00 feet to a point and the principal place of
beginning of the premises herein intended to be described:

    Course No. I Thence continuing South 65 degrees 10' 00" West along
said centerline of Lockwood Road, 75.00 feet to a point;



                                     A-412






<PAGE>   475
                                                                           (CEI)





    Course No. II Thence North 2 degrees 20' 00" East along a line parallel
to and measured 200.18 feet at right angles from said Westerly line
of land now or formerly owned by Mary Lang, a distance of 441.95
feet to the low water mark of Lake Erie as same existed in August
of 1948.

    Course No. III Thence North 64 degrees 43' 30" East, along said low
water mark, 75.30 feet to a point;

    Course No. IV Thence South 2 degrees 20' 00" West along a line parallel
to and measured 66.73 feet at right angles from Course 2, a distance
of 442.60 feet to the principal place of beginning and containing
0.6775 acre of land, be the same more or less, but subject to all legal
highways and waterways.

    Parcel No. 87 being the premises conveyed to the Company by
deed recorded in Volume 771, Page 204 of Lake County Record of
Deeds.

                                 Parcel No. 87

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Lot No. 114 in Original Perry
Township and is further bounded and described as follows:

    Beginning in the centerline of Lockwood Road at the North-
easterly corner of land conveyed to Henry R. and Hazel E. Henninger
by deed Volume 531, Page 165, Lake County Record of Deeds; Thence
South 3 degrees 58' 30" West along said Henninger's East line a distance of
300 feet to a point in a Southeasterly corner of land of said Hen-
ninger; Thence South 88 degrees 56' West along said Henninger's Southerly
line, a distance of 92.85 feet to a point in the Easterly line of land
conveyed to said Henninger by deed Volume 516, Page 118 and Deed
Volume 612, Page 219, Lake County Record of Deeds; thence South-
erly along said Henninger's East line and the Easterly line of land
conveyed to Virginia Babic and Mary B. Heikilla by deed recorded in
Volume 672, Page 341 of Lake County Records, to a point in the
Northerly line of Lot No. 104; Thence easterly along said Northerly
line of Lot No. 104 to a point in the Southwesterly corner of land
conveyed to Arthur R. and Ireta B. Yaxley by deed Volume 281, Page
194 of Lake County Record of Deeds; thence Northerly along said
Yaxley's Westerly line to a point in the South easterly corner of land
conveyed to Edward C. and Ruth E. Hovlik by deed Volume 456, Page
464 and Volume 647, Page 22 of Lake County Record of Deeds; Thence
South 71 degrees 38' West along said Hovlik's Southerly line, a distance of
150 feet to said Hovlik's southwesterly corner; thence North 3 degrees 58'
30" East along said Hovlik's Westerly line a distance of 300 feet to the
centerline of Lockwood Road; Thence South 71 degrees 38' West along the




                                     A-413






<PAGE>   476
                                                                           (CEI)





centerline of Lockwood Road to the place of beginning and containing
about 7.651 acres of land, be the same more or less, but subject to all
legal highways.

                                 Parcel No. 88

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Lot No. 114 of Original Perry
Township and is further bounded and described as follows:

    Beginning in the centerline of Lockwood Road at the Northwest-
erly corner of land conveyed to Lawrence and Edith C. Gibson by deed
recorded in Volume 390, Page 472 of Lake County Record of Deeds;
thence Southerly along said Gibson's Westerly line to the Southwest-
erly corner of said Gibson's land and the principal place of begin-
ning; thence Easterly along said Gibson's South line to the South-
easterly corner of said Gibson's land; thence Northerly along said Gib-
son's Easterly line to a point in the Southwesterly corner of land con-
veyed to Janet S. Loveall by deed recorded in Volume 640, Page 266
of Lake County Record of Deeds; thence Easterly along said Loveall's
Southerly line to a point in the Southwesterly corner of land conveyed
to Alice B. Hayward by deed Volume 618, Page 393; thence Easterly
along said Hayward's Southerly line to a point in the West line of land
conveyed to Donald J. and Edith Chapman by deed Volume 489, Page
639; thence Southerly along said Chapman's Westerly line to a point
in the North line of Lot 104 in said Village; thence Westerly along the
Northerly line of said Lot 104 to a point in the Southeasterly corner
of land conveyed to Ireta M. Yaxley by deed Volume 640, Page 329,
thence Northerly along said Yaxley's Easterly line to the principal
place of beginning, containing about 7.331 acres of land, be the same
more or less, but subject to all legal highways.

    Parcels Nos. 87 and 88 being the premises conveyed to the Com-
pany by deed recorded in Volume 775, Page 1438 of Lake County
Record of Deeds.

    Parcels Nos. 87 and 88 are subject to an easement for gas pipe-
line purposes and assignments thereof as shown in instruments re-
corded in Volume 71, Page 392, Volume 282, Page 49 and Volume 707,
Page 506, respectively, of Lake County Record of Deeds.

                                 Parcel No. 89

    Situated in the Village of North Perry, County of Lake and State
of Ohio and known as part of Lot No. 95 in Original Perry Township
and bounded and described as follows:

    Beginning in the center of the Parmly Road at the Southwest
Corner of land conveyed to Agnes Hurlburt by deed dated April 11,



                                     A-414






<PAGE>   477
                                                                           (CEI)





1930 and recorded in Volume 134, Page 144 of Lake County Record
of Deeds; thence North 27 1/4 degrees East 793 feet to an iron pipe; thence
continuing North along said Hurlburt's land to the Southeast corner
of land transferred to Edna B. Wood by certificate of transfer dated
April 28, 1942 and recorded in Volume 190, Page 476 of Lake County
Record of Deeds; thence Westerly along the South line of land so
transferred to Edna B. Wood to the center of Center Road; so called;
thence Southerly along the center line of said Center Road to its
intersection with the center line of Parmly Road. Thence Southeast-
erly along the center of said Parmly Road to the place of beginning,
containing about 34.53 acres, be the same more or less, but subject to
ail legal highways.

    Excepting from the above, the following described premises:

    Situated in the Village of North Perry, County of Lake, State of
Ohio and known as being a part of Lot No. 95, and being further
bounded and described as follows:

    Beginning at the point of intersection of the centerline of Center
Road (60 feet wide) with the center line of Parmly Road (40 feet
wide), said point being the place of beginning of the premises herein
intended to be described:

    Course No. I: Thence North 2 degrees 37' 20" West along said center
line of Center Road, 338.74 feet to the Northwesterly corner of land
conveyed to Charles G. Lucas by deed dated September 21, 1950 and
recorded in Volume 287, Page 505 of Lake County Records;

    Course No. II: Thence North 87 degrees 47' 55" East along the North-
erly line of land so conveyed to Charles G. Lucas, a distance of 472.37
feet to an iron pin set;

    Course No. III: Thence South 48 degrees 53' 55" East passing through
an iron pin set on the Northeasterly sideline of said Parmly Road at
549.58 feet, a distance of 574.75 feet to a point on said centerline of
Parmly Road;

    Course No. IV: Thence North 47 degrees 42' 15" West along said center-
line of Parmly Road, 31.66 feet to the place of beginning and con-
taining 2.044 acres of land, according to a survey made in June,
1966, by Frank A. Thomas and Associates, Inc., be the same more or
less, but subject to all legal highways.

    Parcel No. 89 being the premises conveyed to the Company by
deed recorded in Volume 771, Page 206 of Lake County Record of
Deeds.

    Parcel No. 89 is subject to an easement for gas pipe line pur-
poses and assignments thereof as shown in instruments recorded in



                                     A-415






<PAGE>   478
                                                                           (CEI)





Volume 79, Page 197, Volume 282, Page 49 and Volume 437, Page
383, respectively, of Lake County Record of Deeds.


                                 Parcel No. 90

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Lot No. 105 of Original Perry
Township, being bounded and described as follows:

    Beginning in the center of the Lockwood Road at the Northwest
corner of a 14.09 acre tract of land owned by John L. Golding, Jr. and
H. Blanche Golding, as recorded in Volume 151, Page 259, of Lake
County Record of Deeds; thence along said Golding's West line and
the West line of land owned by John Winter, South 0 degrees 10' West,
1,901.4 feet to an iron stake at a Northeast corner of land owned by
Edna B. Wood as recorded in Volume 190, Page 416, of Lake County
Record of Deeds; thence along said Wood's North line, North 89 degrees 50'
West, 376.86 feet to an iron stake at a corner of said Wood's land;
thence along an East line of said Wood's land, North 0 degrees 27' West,
787.7 feet to an iron stake at the Southwest corner of a 4.454 acre
parcel of land conveyed to Peter Ticel, Jr. and Elizabeth Ticel; thence
along said Ticel's South line, North 89 degrees 33' East, 203.48 feet to an
iron
pipe stake; thence along said Ticel's East line, North 0 degrees 27' West,
1007.21 feet to the center of the Lockwood Road; thence along the
center of said road, North 61 degrees 46' East, 219.00 feet to the place of
beginning. Containing 11.468 acres of land, be the same more or less,
but subject to all legal highways.


                                 Parcel No. 91

    Situated in the Village of North Perry, County of Lake, and State
of Ohio, and known as being a part of Great Lot No. 105 of Perry
Township, being more particularly described as follows:

    Beginning at the intersection of the center line of the Lockwood Road with
the dividing line between lands owned by Mildred Beckwith and land owned by
Frank C. Wood; thence along the center of the Lockwood Road, North 61 degrees
46' East, 230.00 feet; thence South 0 degrees 27' East, 1007.21 feet to an iron
pipe stake, passing through an iron pipe stake 33.91 feet from the center of
said road; thence South 89 degrees 33' West 203.48 feet to an iron pipe stake
on the aforementioned East line of land owned by Frank C. Wood; thence along
said Wood's East line, North 0 degrees 27' West, 900.00 feet to the place of
beginning. Con- taining 4.454 acres of land according to a survey made February
22, 1951, by Clyde C. Hadden, Registered Surveyor No. 926. Be the same more or
less, but subject to all legal highways.



                                     A-416






<PAGE>   479
                                                                           (CEI)





    Parcels Nos. 90 and 91 being the premises conveyed to the Com-
pany by deed recorded in Volume 766, Page 684 of Lake County
Record of Deeds.

    Parcels Nos. 90 and 91 are subject to an easement for gas pipe-
line purposes and an assignment thereof as shown in instruments
recorded in Volume 517, Page 423 and Volume 707, Page 506, respec-
tively, of Lake County Record of Deeds.

                                 Parcel No. 92

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Lot 114 in said Village and is
bounded and described as follows:

    Beginning in the centerline of Lockwood Road at a point which
is South 67 degrees and 42' West, a distance of 200 feet from the Southwest
corner of land of Mary H. Corrigan, as recorded in Volume 366, Page
86 of Lake County Deed Records; thence from said place of begin-
ning, North, a distance of 728.42 feet to the water line of Lake Erie;
thence along the waterline of Lake Erie, South 53 degrees, 47' and 20"
West, a distance of 114.67 feet; thence by a line which bears South,
a distance of 698.63 feet to the centerline of Lockwood Road; thence
along said centerline, North 67 degrees and 42' East, a distance of 100.00
feet to the place of beginning and containing 1.515 acres of land as
surveyed and described by R. C. Dillworth, Registered Surveyor No.
4215, Crabbs' Surveying Service, be the same more or less, but subject
to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shoreline of Lake Erie occasioned by
other than natural causes or by natural causes other than accretion.

    Parcel No. 92 being the premises conveyed to the Company by
deed recorded in Volume 787, Page 1167 of Lake County Record of
Deeds.

    Parcel No. 92 is subject to a purported restriction against sub-
division for resale as shown in an instrument recorded in Volume 464,
Page 130 of Lake County Record of Deeds.

                                 Parcel No. 93

    Situated in the Village of North Perry, County of Lake and State
of Ohio: and bounded and described as follows, to wit: and known
as being a part of Original Perry Township Lot No. 105, in said
Village, and is bounded and described as follows:

    Beginning at the point in the center line of Center Road where
said center line is intersected by the center line of Lockwood Road;
thence along the center line of Lockwood Road, North 62 degrees 30' East



                                     A-417

                           [The next page is A-419]






<PAGE>   480
                                                                           (CEI)





a distance of about 211.05 feet to a point; thence by a line which
bears South 26 degrees 13' East a distance of about 174.63 feet to a point
in the Southerly line of land conveyed to Benjamin H. Wood by deed
recorded in Volume 254, Page 331, Lake County Record of Deeds;
thence South 62 degrees 34' West, along the Southerly line of land so con-
veyed to Benjamin H. Wood and along the Southerly line of land
conveyed to Benjamin H. Wood and Doris V. Wood by deed recorded
in Volume 177, Page 478, Lake County Record of Deeds, a distance
of 298.00 feet to a point in the center line of Center Road; thence
along the center line of Center Road, North a distance of 196.39 feet
to the place of beginning and containing 1.019 acres of land as calcu-
lated and described by Fullerton and Kerr, Registered Engineers and
Surveyors, be the same more or less. but subject to all legal highways.

    Parcel No. 93 being the premises conveyed to the Company by
deed recorded in Volume 787, Page 632 of Lake County Record of
Deeds.

    Parcel No. 98 is subject to an easement for gas pipe line purposes
and an assignment thereof as shown in instruments recorded in Vol-
ume 71, Page 453 and Volume 707, Pages 506, respectively, of Lake
County Record of Deeds.

                                 Parcel No. 94

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as the Northeasterly part of Lot No. 105 in said
Township, bounded as follows:

    Beginning in the East line of said Lot No. 105 at low water
mark of Lake Erie; thence with the East line of said lot South 2 3/4 degrees
West about 467 feet to the center of the Lake Road; thence along
the center of said road South 65 degrees 10' West 275 feet; thence North
2 3/4 degrees East and parallel with the East line of said lot to low water
mark of Lake Erie; thence North 57 3/4 degrees East, along the margin of
Lake Erie to the place of beginning, be the same more or less, but
subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    Parcel No. 94 being the premises conveyed to the Company by
deed recorded in Volume 776, Page 33 of Lake County Record of
Deeds.
                                 Parcel No. 95

    Situated in the Village of North Perry, County of Lake, and State
of Ohio, known as being a part of Lot 105 in said Village and is
bounded and described as follows:


                                     A-419






<PAGE>   481
                                                                           (CEI)





    Beginning in the centerline of Lockwood Road at the Southeast
corner of land of Lothar and Ira Ramins, as recorded in Volume 521,
Page 522 of Lake County Deed Records; thence along the East line
of land of said Ramins, North 2 degrees and 20' East, passing through an
iron pin stake at 33.72 feet, a distance of 348.08 feet to the low water
line of Lake Erie; thence along the low water line of Lake Erie,
North 65 degrees and 10' East, a distance of 37.60 feet; thence by a line
which bears South 2 degrees and 20' West, a distance of 205.13 feet to an
iron pin stake; thence by a line which bears South 87 degrees and 40' East,
a distance of 66.55 feet to an iron pin stake; thence by a line which
bears South 2 degrees and 20' West, passing through an iron pin stake at
75 feet, a distance of 108.72 feet to the centerline of Lockwood Road;
thence along said centerline, South 65 degrees and 10' West, a distance of
112.40 feet to the place of beginning and containing 0.459 acres of
land as surveyed and described by R. C. Dillworth, Registered Sur-
veyor No. 4215, Crabbs Surveying Service. Be the same more or less,
but subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    Parcel No. 95 being the premises conveyed to the Company by
deed recorded in Volume 774, Page 364 of Lake County Record of
Deeds.

                                 Parcel No. 96

    Situated in the Township, now Village of North Perry, County of
Lake and State of Ohio and known as being a part of Lot 105 in said
Village. Beginning at a point 110 feet West of where a dividing line
between land owned by Mildred C. Beckwith and Marjorie M.
Richardson intersects the center line of Lockwood Road; thence in
a Northwesterly direction about 498.36 feet to the shore of Lake
Erie; thence Westerly along the shore of Lake Erie 237.7 feet to
the Easterly line of land conveyed to The Incorporated Trustees of
the Gospel Worker Society recorded in Volume 193, Page 157, being
also the Westerly line of land conveyed to Mildred C. Beckwith by
deed recorded in Volume 220, Page 153; thence Southerly along the
Easterly line of land so conveyed to the incorporated Trustees of the
Gospel Worker Society (passing through an iron pipe stake at the
top of the bank to the center of Lockwood Road; thence Easterly
along the center of said road 839 feet to the place of beginning, being
the remainder of the land, on the north side of Lockwood Road, sold
by Mary Chandler to C. C. Wilson by deed dated April 27, 1946
recorded in Lake County Records in Volume 220, Page 152, and
contains about 2.34 acres of land. Be the same more or less, but sub-
ject to all legal highways and waterways.


                                     A-420






<PAGE>   482
                                                                           (CEI)





    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    EXCEPTING THEREFROM the following described premises:

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being part of Lot 105 in said Village,
and is bounded and described as follows:

    Beginning at a point 110 feet West of where a dividing line
between land owned by Mildred C. Beckwith and Marjorie M.
Richardson intersects the center line of Lockwood Road; thence
Westerly along the center of Lockwood Road 100 feet to a point;
thence Northeasterly to the low water mark of Lake Erie, said line
passing through an iron pipe stake at 243 feet from the center of
said Lockwood Road; thence Easterly along the water's edge approxi-
mately 90 feet; thence South 9 degrees 41' East to the center of Lockwood
Road and the place of beginning, said line passing through an iron
stake 222 feet from the center of said Lockwood Road, be the same
more or less, but subject to all legal highways.

    Parcel No. 96 being the premises conveyed to the Company by
deed recorded in Volume 774, Page 394 of Lake County Record of
Deeds.

    Parcel No. 96 is subject to an easement for ingress and egress
purposes as shown in an instrument recorded in Volume 286, Page
245 of Lake County Record of Deeds.

                                 Parcel No. 97

    Situated in the Village of North Perry, County of Lake and State
of Ohio and known as being a part of Original Perry Township Lot
No. 105 and bounded and described as follows:

    Beginning at a point in the center line of Lockwood Road at
the South West corner of land conveyed to Morell and Ruth E. Baker
by deed recorded in Volume 286, Page 495 of Lake County Record
of Deeds; thence South Westerly along the center line of said Lock-
wood Road 125 feet to a point; thence Northerly parallel to said
Baker's Westerly line to the low water mark of Lake Erie; thence
North Easterly along the low water mark of Lake Erie to the North
Westerly corner of said Baker's land; thence Southerly along the
Westerly line of said Baker's land to the place of beginning and
containing about 1 acre of land, be the same more or less, but subject
to all legal highways and waterways.

    Parcel No. 97 being the premises conveyed to the Company by
deed recorded in Volume 771, Page 586 of Lake County Record of
Deeds.


                                     A-421






<PAGE>   483
                                                                           (CEI)





                                 Parcel No. 98

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of original Lot No. 114 of Perry
Township, being more particularly described as follows:

    Beginning at the intersection of the center line of the Lockwood
Road with the West line of said Lot No. 114; thence along the West
line of said Lot No. 114, North 2 degrees 45' East 514.0 feet to the low
water mark of Lake Erie, passing through an iron pipe stake 33.70
feet from the center of the road and an iron pipe stake near the top
of the bank and 343.9 feet from the center of the road; thence, along
the low water line of Lake Erie, North 65 degrees 39' East 75.00 feet; thence,
parallel with the West line of said Lot No. 114, South 2 degrees 45' West,
514.0 feet to the center of the Lockwood Road, passing through an
iron pipe stake 33.70 feet from the center of the said road and an
iron pipe stake near the top of the bank and 343.9 feet from the
center of the road; thence along the center of the Lockwood Road,
South 65 degrees 39' West, 75.00 feet to the place of beginning, containing
0.787 of an acre of land, according to a survey made March 8, 1948,
by Clyde C. Hadden, Registered Surveyor No. 926, be the same more
or less, but subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting from the change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    Parcel No. 98 being the premises conveyed to the Company by
deed recorded in Volume 765, Page 267 of Lake County Record of
Deeds.

                                Parcel No.  99

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Original Perry Township Lot
No. 114, and being further bounded and described as follows:

    Beginning at a point in the center line of Lockwood Road at the
North Westerly corner of land conveyed to Mary Heikkila by deed
recorded in Volume 581, Page 216 of Lake County Records; thence
South 03 degrees 10' West along the Westerly line of land so conveyed to
said Heikkila 572.47 feet to an iron pipe stake in the Southerly line
of said Lot No. 114; thence North 86 degrees 57' West along said lot line
203.94 feet to an iron pin set in the Easterly line of land conveyed
to Frank W. Daykin, Jr. by deed recorded in Volume 253, Page 356
of Lake County Records; thence North 03 degrees 10' East along said East-
erly line 193.62 feet to an iron pin set in said Easterly line; thence
North 64 degrees 37' 30" East 180.00 feet to an iron pin set; thence North
03 degrees 10' East 272.93 feet to the center line of said Lockwood Road;




                                     A-422






<PAGE>   484
                                                                           (CEI)





thence North 65 degrees 37' 30" East along said Lockwood Road; thence
North 65 degrees 37' 30" East along said centerline 50.00 feet to the place
of beginning, and containing 1.434 acres of land, be the same more
or less, but subject to all legal highways.

    Parcel No. 99 being the premises conveyed to the Company by
deed recorded in Volume 772, Page 1128 of Lake County Record of
Deeds.

                                 Parcel No. 100

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being part of Original Perry Township Lot
No. 105 and is bounded and described as follows:

    Beginning at a point in the center line of Lockwood Road which
is North 65 degrees 10' East along said centerline a distance of 38.9 feet
from an iron pipe where the center line of Lockwood Road intersects
the center line of Center Road. Thence by a line which bears North
2 degrees 31' 40" East (passing through an iron pipe stake at 33.78 feet) a
distance of 166.75 feet to an iron pipe stake. Thence by a line which
bears North 87 degrees 28' 20" West a distance of 98.92 feet to an iron pipe
stake. Thence by a line which bears North 2 degrees 31' 40" East a distance
of 270.20 feet to a point in the low water line of Lake Erie. Thence
along the low water line of Lake Erie North 60 degrees 52' 40" East a
distance of 140.86 feet to a point. Thence by a line which bears South
2 degrees 31' 40" West (passing through an iron pipe stake at 441.34 feet)
a distance of 475.12 feet to a point in the center line of Lockwood
Road. Thence along the center line of said Road South 65 degrees 10' West
a distance of 35.00 feet to the place of beginning and containing
1.001 acres of land as surveyed and described by Fullerton and Kerr,
Registered Engineers and Surveyors. Be the same more or less, but
subject to all legal highways and waterways.

    Parcel No. 100 being the premises conveyed to the Company by
deed recorded in Volume 782, Page 491 of Lake County Record of
Deeds.

                                Parcel No. 101

    Situated in the County of Lake, in the State of Ohio, and in the
Village of North Perry, and bounded and described as follows: And
known as being a part of Great Lot No. 114 in said Village and is
bounded and described as follows:

    Beginning in the center of Lockwood Road at a point that is
South 71 degrees 38' West and distant 280.00 feet measured along the center
line of said road from the Northwest corner of land owned by Jack D.



                                     A-423






<PAGE>   485
                                                                           (CEI)





and Lillian L. Jewell as recorded in Volume 412, Page 133 of Lake
County Record of Deeds. Thence South 14 degrees 39' East, 231.73 feet;
thence South 82 degrees 52' West, 333.53 feet; thence North 3 degrees 10' East,
178.70 feet to the center line of Lockwood Road; thence along the
center of said road, North 71 degrees 38' East, 276.55 feet to the place of
beginning, containing 1.407 acres of land as calculated and described
by Clyde C. Hadden, Registered Surveyor No. 926, be the same more
or less, but subject to all legal highways.

    Parcel No. 101 being the premises conveyed to the Company by
deed recorded in Volume 774, Page 861 of Lake County Record of
Deeds.

    Parcel No. 101 is subject to an easement for roadway purposes
as set forth in an instrument recorded in Volume 273, Page 428 or
Lake County Record of Deeds.

                                Parcel No. 102

    Situated in the Village of North Perry, County of Lake and State
of Ohio: and known as being a part of original Perry Township Lot
No. 114 and is further bounded and described as follows:

    Beginning in the center of Lockwood Road at the Northwest
corner of a 1.008 acre parcel of land conveyed to Henry R. and Hazel
E. Henninger by deed recorded January 20, 1961 in Volume 516,
Page 118 of Lake County Records; thence South 4 degrees 59' East along
the West line of said Henninger parcel a distance of 237.70 feet to
the principal place of beginning of the premises herein intended to
be described; thence continuing along the West line of said Henninger
parcel a distance of 200 feet to the Southwest corner thereof; thence
North 71 degrees 38' East along the South line of said Henninger parcel a
distance of 66.31 feet to the Southeast corner thereof, the same being
on the West line of a 4.212 acre parcel of land conveyed to Donald E.
Benadum by deed recorded May 15, 1950 in Volume 280, Page 359
of Lake County Records; thence South 3 degrees 58' 30" West along the West
line of said Benedum parcel a distance of 545.97 feet to the Southwest
corner thereof, the same being on the South line of said Lot No. 114;
thence North 860 57' West along the South line of said Lot No. 114
a distance of 563.53 feet to the Southeast corner of a 6.881 acre
parcel of land conveyed to Edward O. and Mary Heikkila by deed
recorded November 5, 1949 in Volume 272, Page 180 of Lake County
Records; thence North 3 degrees 10' West along the East line of said Heikkila
parcel and along the East line of a 0.147 acre parcel of land conveyed
to Robert L. Hetchler by deed recorded August 5, 1959 in Volume
485, Page 212 of Lake County Records, a distance of 779.82 feet to
the Northeast corner of said Hetchler parcel and the center of Lock-




                                     A-424






<PAGE>   486
                                                                           (CEI)





wood Road; thence North 71 degrees 38' East along the center of Lockwood
Road a distance of 64.50 feet to the Northwest corner of a 1.407
acre parcel of land conveyed to Richard D. and Edith R. Strong by
deed recorded April 27, 1960 in Volume 502, Page 69 of Lake County
Records; thence South 3 degrees 10' West along the West line of said Strong
parcel a distance of 178.70 feet to the Southwest corner thereof;
thence North 82 degrees 52' East along the South line of said Strong parcel
a distance of 333.53 feet to the Southeast corner thereof: thence North
71 degrees 38' East parallel with the center of Lockwood Road a distance of
100 feet to the place of beginning and containing about 8.630 acres
of land, be the same more or less, but subject to all legal highways.

                                Parcel No. 103

    Situated in the Village of North Perry, County of Lake and State
of Ohio: and known as being a part of Lot No. 114 of Original Perry
Township being bounded and described as follows:

    Beginning in the center of Lockwood Road at the Northeast
corner of a 6.881 acre tract of land conveyed to Edward O. Heikkila
and Mary Heikkila as recorded in Volume 272, Page 180, of Lake
County Record of Deeds; thence along said Heikkilas' East line,
South 3 degrees 10' West 165.93 feet to an iron pipe stake; thence North
26 degrees 34' West 155.95 feet to the center of Lockwood Road; thence
along the center of said Lockwood Road, North 71 degrees 38' East, 83.15
feet to the place of beginning. Containing 0.147 of an acre of land,
as surveyed and described by Clyde C. Hadden, Registered Surveyors
No. 926, be the same more or less, but subject to all legal highways.

                                Parcel No. 104

    Situated in the Village of North Perry, County of Lake and State
of Ohio: and known as being a part of Lot No. 114 in Perry Town-
ship, being more particularly described as follows:

    Beginning at an iron bolt in the center of the Lockwood Road,
North 65 degrees 49' East and distant 230.00 feet from an iron bolt marking
the Northeast corner of a 1.07 acre parcel of land owned by Frank W.
Daykin and recorded in Volume 48, Page 318 of Lake County Record
of Deeds; thence along the center of the Lockwood Road, North 65 degrees
49' East, 324.94 feet to a stone pump long monument marking an
angle in the center line of said road; thence continuing along the
center of the Lockwood Road, North 71 degrees 48' East, 79.07 feet to the
Northwesterly corner of a 0.147 acre parcel of land conveyed to Mary
B. and Edward O. Heikkila by deed recorded in Volume 730, Page
444, Lake County Records; thence S. 26 degrees 34' West along the Westerly
line of said Heikkila land 155.95 feet to the most Southerly corner of
said land; thence South 3 degrees 10' West 613.89 feet to an iron pipe stake


                                     A-425






<PAGE>   487
                                                                           (CEI)





on the South line of said lot No. 114; thence along the South line of
said Lot No. 114, North 86 degrees 57' West, 439.60 feet to an iron pipe
stake; thence North 3 degrees 10' East, 571.80 feet to the place of beginning,
passing through an iron pipe stake on the South line of the Lockwood
Road; Containing 6.734 acres of land, according to a survey made by
Clyde C. Hadden, Registered Surveyor No. 926. Be the same more or
less, but subject to all legal highways.

    Parcel Nos. 102, 108 add 104 being the premises conveyed to the
Company by deed recorded in Volume 774, Page 339 of Lake County
Record of Deeds.

    Parcel No. 104 is subject to an easement for roadway purposes
as shown in an instrument recorded in Volume 272, Page 180 of Lake
County Record of Deeds.

                                Parcel No. 105

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being a part of Great Lot No. 114 in
said village and is bounded and described as follows:

    Beginning in the center of Lockwood Road at a point that is
South degrees 71' 38' West and distant 140.00 feet measured along the center
line of said road from the northwest corner of land owned by Jack
D. and Lillian L. Jewell as recorded in Volume 412, Page 133 of Lake
County Record of Deeds. Thence South 4 degrees 59' East a distance of
237.70 feet to an iron pipe stake (passing through an iron pipe stake
on the Southerly side of said Lockwood Road); thence parallel with
the center line of Lockwood Road, South 71 degrees 38' West a distance of
100.00 feet to an iron pipe stake; thence North 14 degrees 39' West a dis-
tance of 231.73 feet to the center line of Lockwood Road (passing
through an iron pipe stake on the Southerly line of said road); thence
along the center of said road North 71 degrees 38' East a distance of 140.00
feet to the place of beginning. Containing 0.637 of an acre of land,
according to a survey made February 18, 1960 by Clyde C. Hadden,
Registered Surveyor No. 926, be the same more or less, but subject
to all legal highways.

    Parcel No. 105 being the premises conveyed to the Company by
deed recorded in Volume 771, Page 1046 of Lake County Record of
Deeds.

    Parcel No. 105 is subject to an easement for roadway purposes as
shown in an instrument recorded in Volume 273, Page 428 of Lake
County Record of Deeds.




                                     A-426






<PAGE>   488
                                                                           (CEI)





                                Parcel No. 106

    Situated in the Village of North Perry, County of Lake and State
of Ohio: and known as being a part of Great Lot No. 114 in said Vil-
lage and is bounded and described as follows:

    Beginning in the center of Lockwood Road at the Northwest
corner of a parcel of land owned by Jack D. and Lillian L. Jewell as
recorded in Volume 412, Page 133, in Lake County Record of Deeds;
thence along said Jewells' West line and the West line of land owned
by Donald E. Benadum, South 3 degrees 58' 30" West a distance of 460.38
feet to an iron pipe stake; thence South 71 degrees 38' West a distance of
66.31 feet to an iron pipe stake; thence North 4 degrees 59' West a distance
of 437.70 feet to the center of Lockwood Road (passing through an
iron pipe stake on the South line of said road) ; thence along the center
of said road North 71 degrees 38' East a distance of 140.00 feet to the place
of beginning; Containing 1.008 acres of land, as surveyed and de-
scribed by Clyde C. Hadden, Registered Surveyor No. 926, be the
same more or less, but subject to all legal highways.

                                Parcel No. 107

    Situated in the Village of North Perry, County of Lake and State
of Ohio; and known as being a part of Lot 114 in said Village and is
further bounded and described as follows:

    Beginning in the center line of Lockwood Road at the Northeast
corner of land conveyed to Herbert H. Kenny by deed recorded in
Volume 273, Page 428, Lake County Records of Deeds; thence along
the center line of said Lockwood Road North 71 degrees 38' East a distance
of 100.00 feet to the Northwest corner of land conveyed to Donald E.
Benadum by deed recorded in Volume 260, Page 447, Lake County
Record of Deeds; thence along the West line of land conveyed to said
Benadum, as aforesaid, South 3 degrees 58' 30" West (at 32.43 feet passing
through an iron pipe stake in the Southerly line of said Lockwood
Road) a distance of 300.00 feet to an iron pipe stake; thence by a line
which bears South 88 degrees 56' West a distance of 92.85 feet to an iron
pipe stake found in the East line of land of said Kenny; thence along
the East line of land of said Kenny North 3 degrees 58' 30" East (at 237.70
feet passing through an iron pipe stake in the Southerly line of said
Lockwood Road) a distance of 270.13 feet to the place of beginning.
Containing 0.605 of an acre of land as surveyed and described by
Fullerton and Kerr, Registered Engineers and Surveyors, be the same
more or less, but subject to all legal highways.

    Parcels Nos. 106 and 107 being the premises conveyed to the Com-
pany by deed recorded in Volume 774, Page 849 of Lake County
Record of Deeds.



                                     A-427






<PAGE>   489
                                                                           (CEI)





                                Parcel No. 108

    Situated in the Village of North Perry, County of Lake, and
State of Ohio and known as being all of Original Lot 94 in Perry
Township, containing 157.00 acres of land, be the same more or less,
but subject to all legal highways.

    Parcel No. 108 being the premises conveyed to the Company by
deed recorded in Volume 766, Page 421 of Lake County Record of
Deeds.

    Parcel No. 108 is subject to a restriction against obstruction of
natural or artificial drainage from certain other lands as shown in
the aforesaid deed and an oil and gas lease recorded in Volume 18,
Page 90 and assignments thereof recorded in Volume 18, Page 1222,
Volume 19, Page 321 and Volume 20, Page 974, all of Lake County
Record of Leases.

                                Parcel No. 109

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and being all of Original Perry Township Lot 104 in
said Village and containing approximately 158 acres of land, be the
same more or less, but subject to all legal highways.

    Parcel No. 109 being the premises conveyed to the Company by
deed recorded in Volume 765, Page 1160 of Lake County Record of
Deeds.

    Parcel No. 109 is subject to a restriction against obstruction of
natural or artificial drainage from certain other lands as shown in
the aforesaid deed and an oil and gas lease recorded in Volume 18,
Page 90 and assignments thereof recorded in Volume 18, Page 1222,
Volume 19, Page 321 and Volume 20, Page 974, all of Lake County
Record of Leases.

                                Parcel No. 110

    Situated in the Village of North Perry, County of Lake and
State of Ohio, known as being part of Original Perry Township Lot
No. 114 and bounded and described as follows:

    Beginning at the Southwest corner of Lot No. 114; thence
Northerly along the West line of that lot a distance of approximately
412 feet to its intersection with the center line of Lockwood Road;
thence North 61 degrees 31' East along the center line of Lockwood Road
a distance of approximately 112 feet to the Northwest corner of land
conveyed to William and Bertha Petruska by deed recorded in Volume
293, Page 174, of Lake County Record of Deeds; thence Southerly
along the West line of Petruska's land a distance of approximately
466 feet to a point in the South line of Lot No. 114; thence Westerly
along the South line of Lot No. 114 to the place of beginning; con-
taining 1.07 acres of land.

                                     A-428






<PAGE>   490
                                                                           (CEI)





                                Parcel No. 111

    Situated in the Village of North Perry, County of Lake and the
State of Ohio, known as being part of Original Perry Township Lot
No. 114 and bounded and described as follows:

    Beginning in the center line of Lockwood Road at the Southeast
corner (which is 75 feet North 61 degrees 31' East along the center line from
the West line of Lot No. 114) of land conveyed to Bearnhardt G. and
Ruth E. Heppes by deed recorded in Volume 758, Page 114, of Lake
County Record of Deeds; thence North 0 degrees 54' West along the East
line of Heppes' land a distance of 331.42 feet to a point in the water
line of Lake Erie; thence Easterly along the water line of Lake Erie
a distance of 271.98 feet to the Northwest corner of land conveyed
to The Cleveland Electric Illuminating Company by deed recorded
in Volume 761, Page 54, of Lake County Record of Deeds (Parcel No.
18 of that deed); thence South 20 degrees 35' East along the West line of
The Cleveland Electric Illuminating Company's land a distance of
331.42 feet to a point in the center line of Lockwood Road; thence
along the center line of Lockwood Road South 61 degrees 31' West a distance
of 377.30 feet to the place of beginning; containing 2.268 acres ow
land.

    Parcels Nos. 110 and 111 being the premises conveyed to the
Company by deed recorded in Volume 765, Page 742 of Lake County
Record of Deeds.

    Parcels Nos. 110 and 111 are subject to an easement for gas pipe
line purposes and an assignment thereof as shown in instruments
recorded in Volume 71, Page 497 and Volume 707, Page 506, respec-
tively, of Lake County Record of Deeds and an oil and gas lease
recorded in Volume 18, Page 90 and assignments thereof recorded
in Volume 18, Page 1222, Volume 19, Page 321 and Volume 20,
Page 974, all of Lake County Record of Leases.

                                Parcel No. 112

    Situated in the Village of North Perry, County of Lake and State
of Ohio; and known as being a part of Lot No. 105 of Perry Town-
ship being bounded and described as follows:

    Beginning at a point where the dividing line between land owned
by Mildred C. Beckwith and land owned by Mildred S. Kent and
Marjorie M. Richardson intersects the centerline of the Lockwood
Road; thence along the center of the Lockwood Road, South 61 degrees 49'
West, 110 feet; thence North 9 degrees 40' West 498.36 feet to the shore of
Lake Erie, passing through an iron pipe stake 29.15 feet from the
center of the road and an iron pipe stake 300.9 feet from the center
of the road; thence along the shore of Lake Erie, North 65 degrees 34' East,
200 feet to the aforementioned dividing line between land of Beckwith
and land of Kent and Richardson; thence along said dividing line

                                     A-429






<PAGE>   491
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South 0 degrees 10' West, 522.1 feet to the place of beginning, passing
through an iron pipe stake 30.8 feet from the center of the road and
and an iron pipe stake 30.8 feet from the center of the road, an iron
pipe stake near the top of the bank and 342.8 feet from the center
of the road, containing 1.68 acres of land. Survey and description
by Clyde C. Hadden, Registered Surveyor Number 926, be the same
more or less, but subject to all legal highways and waterways.

                                Parcel No. 113

    Situated in the Village of North Perry, County of Lake and State
of Ohio and known as being part of Lot 105 in Perry Township, is
bounded and described as follows:

    Beginning at a point in the center of Lockwood Road, so called,
said point being the Southeasterly most corner of lands conveyed to
Robert Motzer as recorded in Volume 692, Page 437 of the Lake
County Records of Deeds; thence N. 3 degrees 25' E. along said Motzers
easterly line and passing through an iron pin on the northerly line
of aforesaid Lockwood Road a distance of 215.00 feet to an iron pin;
thence continuing on the same course a distance of about 113' to
the low water mark of Lake Erie; thence easterly along the water's
edge of Lake Erie about 100 feet to a point; thence S. 3 degrees 25' W.
parallel to aforesaid Motzer's easterly line a distance of about 119
feet to an iron pin; thence continuing along the same course and
passing through an iron pin on the northerly line of Lockwood Road
another 215.00 feet to the center thereof; thence S. 65 degrees 10' W. along
the center of aforesaid Lockwood Road a distance of 100.00 feet
to the place of beginning and containing 0.669 of an acres of land,
as per survey by Robert L. Krieg, Registered Surveyor No. 5138, be
the same more or less, but subject to all legal highways and waterways.

                                Parcel No. 114

    Situated in the Village of North Perry, County of Lake and
State of Ohio; and known as being part of Lot 105 in Perry Town.
ship and also known as being a portion of those lands conveyed to
Julius D. Starzynski and Elmer R. Kupachik as recorded in Volume
701, Page 163 of the Lake County Records of Deeds, is bounded and
described as follows:

    Beginning at a point in the center of Lockwood Road, so called,
said point being N. 65 degrees 10' E. a distance of 100.00 feet from the south-
easterly most corner of lands conveyed to Robert Motzer as recorded
in Volume 692, Page 437 of the Lake County Record of Deeds;
thence N. 3 degrees 25' E. parallel to aforesaid Motzer's Easterly line and
passing through an iron pin on the northerly line of aforesaid Lock-
wood Road a distance of 215.00 feet to an iron pin; thence continuing



                                     A-430






<PAGE>   492
                                                                           (CEI)





in the same course a distance of about 119 feet to the low water
mark of Lake Erie; thence easterly along the water's edge of Lake
Erie about 100 feet to a point; thence S. 3 degrees 25' W. parallel to the
East line of land conveyed to aforesaid Motzer a distance of about
125 feet to an iron pin; thence continuing in the same course and
passing through an iron pin on the northerly line of aforesaid Lock-
wood Road a distance of 215.00 feet to center thereof; thence S.
65 degrees 10' W. along the center of aforesaid Lockwood Road a distance
of 100.00 feet to the place of beginning, and containing 0.682 of an
acres of land as per survey by Robert L. Krieg, Registered Surveyor
#5138, be the same more or less, but subject to all legal highways
and waterways.

    Parcels Nos. 112, 113 and 114 being the premises conveyed to
the Company by deed recorded in Volume 764 Page 924 of Lake
County Record of Deeds.

                                Parcel No. 115

    Situated in the Village of North Perry, County of Lake and
State of Ohio: and known as being part of Original Perry Township
Lot No. 105 and bounded and described as follows:

    Beginning in the center line of Lockwood Road at the Southwest
corner of land conveyed to Gladys M. and Marjory E. Battles by deed
recorded in Volume 278, Page 86 of Lake County Records; thence
North 2 degrees 20' East along the West line of land so conveyed to Gladys
M. and Marjory E. Battles a distance of 343.00 feet to the low water
line of Lake Erie; thence South 65 degrees 10' West along the low water line
of Lake Erie a distance of 112.40 feet; thence South 2 degrees 20' West a
distance of 205.13 feet to an iron pipe stake; thence South 87 degrees 40'
East a distance of 66.55 feet to an iron pipe stake; thence South 2 degrees
20' West a distance of 108.72 feet to the center line of Lockwood
Road; thence North 65 degrees 10' East a distance of 37.60 feet to the place
of beginning and containing 0.607 acres of land, as surveyed and
described by R. D. Dillworth, be the same more or less, but subject
to all legal highways and waterways.

    Parcel No. 115 being the premises conveyed to the Company by
deed recorded in Volume 774, Page 636 of Lake County Record of
Deeds.

                                Parcel No. 116

    Situated in the Village of North Perry, County of Lake, and
State of Ohio: and known as being part of Lot No. 105 in said Perry
Township, and being part of lands conveyed to Julius D. Starzynski



                                     A-431






<PAGE>   493
                                                                           (CEI)





and Elmer R. Kopachik by deed recorded in Volume 701, Page 163
of Lake County Deed Records and being bounded and described as
follows:

    Beginning at a point in the center of Lockwood Road so-called;
said point being the Southwesterly most corner of lands conveyed
to Lother Ramins and Ira Ramins by deed Recorded in Volume 521,
Page 522 of Lake County Deed Records; thence North 2 degrees 20' East
along said Ramins' Westerly line and passing through an iron pin on
the Northerly line of Lockwood Road a distance of 212.86 feet to
and iron pin; thence continuing along same course a distance of
about 133 feet to the low water mark of Lake Erie; thence Westerly
along the water's edge of Lake Erie a distance of about 150 feet to
a point; thence South 30 degrees 25' West a distance of about 125 feet to
an iron pin; thence in the same course and passing through an iron
pin on the Northerly line of Lockwood Road a distance of 215.00 feet
to the center thereof; thence North 65 degrees 10' East along the center
of Lockwood Road a distance of 161.92 feet to the place of beginning
and containing 1.112 acres of land as per survey of Robert L. Kreig,
Registered Surveyor #5138, be the same more or less, but subject
to all legal highways and waterways.

    Parcel No. 116 being the premises conveyed to the Company by
deed recorded in Volume 776, Page 276 of Lake County Record of
Deeds.

                                Parcel No. 117

    Situated in the Village of North Perry, County of Lake and
State of Ohio and known as being part of Original Perry Township
Lot No. 105, and bounded and described as follows:

    Beginning in the center line of Lockwood Road at a point which is located
North 65 degrees 10' East a distance of 200.00 feet, measured along said center
line, from a point at the Southeast corner of land conveyed to Charles W. and
Martha M. Bradler by deed recorded in Volume 458, Page 344 Lake County Records
of Deeds; thence by a line parallel with the East line of said degrees
Bradler's land, North 2 degrees 31' 40" East (at 33.78 feet passing through an
iron pipe stake in the Northerly line of Lockwood Road) a distance of 457.32
feet to a point in the low water line of Lake Erie; thence along said low water
line, North 69 degrees 52' 40" East a distance of 96.23 feet to a point at the
Northwest corner of land conveyed to John B. and Patricia A. Davies by deed
recorded in Volume 367, Page 481 Lake County Record of Deeds. Thence along the
west line of said Davies' land, South 2 degrees 31' 40" West (at 414.6 feet
passing through an iron pipe stake in the Northerly line of Lockwood Road) a
distance of 448.42 feet to a point in the center line of Lockwood Road; thence



                                     A-432






<PAGE>   494
                                                                           (CEI)





along the center line of Lockwood Road, South 65 degrees 10' West a
distance of 100.00 feet to the place of beginning and containing
0.923 of an acre of land as surveyed and described by Fullerton and
Kerr, Registered Engineers and Surveyors. Be the same more or
less, but subject to all legal highways and waterways.

                                Parcel No. 118

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being part of Lot No. 114 in said Village
and is bounded and described as follows:

    Beginning on the center line of Lockwood Road at the South.
easterly corner of land conveyed to Frank W. Daykin by deed recorded
in Volume 449, Page 176 of Lake County Records; thence North
61 degrees 31' East along the center line of Lockwood Road, 100.96 feet;
thence North 20 degrees 35' West parallel with the Northeasterly line of
land so conveyed to Frank W. Daykin about 344.93 feet to the water
line of Lake Erie; thence Southwesterly along the water line of Lake
Erie, South 54 degrees 05' 55,' West about 103.68 feet to the Northeasterly
line of land conveyed to Frank W. Daykin, as aforesaid; thence South
20 degrees 35' East along said Northeasterly line, about 331.42 feet to the
place of beginning, containing about 0.776 acre of land as calculated
and described by R. C. Dillworth, Registered Surveyor No. 4215,
Crabbs Surveying Service, be the same more or less, but subject to
all legal highways and waterways.

                                Parcel No. 119

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known and described as follows: Being part of Lot
No. 114 in said Village and is bounded and described as follows:

    Beginning on the center line of Lockwood Road at a point distant North 61
degrees 31' East 100.96 feet, measured along said center line from the
Southeasterly corner of land conveyed to Frank W. Daykin by Deed recorded in
Volume 449, Page 176 of Lake County Records; thence North 20 degrees 35' West
parallel with the Northeasterly line of land so conveyed to Frank Daykin, about
344.93 feet to the water line of Lake Erie; thence along the waterline of Lake
Erie, North 54 degrees 05' 55" East a distance of 138.14 feet to the Northwest
corner of land of George and Bertha Holowaty, as recorded in Volume 449, Page
173 of Lake County Deed Records; thence along the West lines of land of the
said Holowaty by the following courses and distances; South 28 degrees 18' East
a distance of 150.00 feet; North 85 degrees 42' East, a distance of 47.00 feet;
South 60 degrees 18' East a distance of 253.00 feet to the centerline of
Lockwood Road; thence along the centerline of Lockwood Road; South 67 degrees
42' West a distance of 269.19 feet to an



                                     A-433






<PAGE>   495
                                                                           (CEI)





angle therein; thence continuing along said centerline, South 61 degrees 31'
West a distance of 95.17 feet to the place of beginning, and containing
1.823 acres of land as calculated and described by R. C. Dillworth,
Registered Surveyor No. 4215, Crabbs' Surveying Service, be the
same more or less, but subject to all legal highways and waterways.

                                Parcel No. 120

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being a part of Lot 114 in said Village
and is bounded and described as follows:

    Beginning in the centerline of Lockwood Road at the Southwest
corner of a 0.153 acre parcel of land owned by Hugo, Aleksandra and
Henn Evert, as recorded in Volume 568, Page 216 of Lake County
Deed Records; thence along the West line of land of the said Everts,
North, passing through an iron pipe stake at 32.42 feet a distance of
565.22 feet to the water line of Lake Erie; thence along said water
line of Lake Erie, South 58 degrees and 12 minutes West, a distance
of 160.00 feet; thence by a line which bears South 5 degrees, 50 min-
utes and 40 seconds East, a distance of 517.75 feet to the centerline
of Lockwood Road; thence along said centerline, North 67 degrees and
42 minutes East, a distance of 90.00 feet to the place of beginning
and containing 1.395 acres of land as surveyed and described by
R. C. Dillworth, Registered Surveyor No. 4215, Crabbs' Surveying
Service, be the same more or less, but subject to all legal highways
and waterways.

    Excepting from the above described Parcels Nos. 117, 118, 119
and 120, any part thereof resulting through change in the shore line
of Lake Erie occasioned by other than natural causes or by natural
causes other than accretion.

    Parcels Nos. 117, 118, 119 and 120 being the premises conveyed
to the Company by deed recorded in Volume 761, Page 54 of Lake
County Record of Deeds.

                                Parcel No. 121

    Situated in the Village of North Perry, County of Lake and
State of Ohio: and known as being a part of Original Perry Township
Lot 105 in said Village and is bounded and described as follows:

    Beginning at a point in the center line of Lockwood Road where
said center line is intersected by the Westerly line of land of Peter
Jr. and Elizabeth Ticel as recorded in Volume 305, Page 507, Lake
County Record of Deeds; thence along the Westerly line of said
Ticel's land, South a distance of 197.10 feet to a point in the North-
easterly corner of land of Edna B. Wood; thence along the Northerly
line of land of Edna B. Wood, South 62 degrees 34' West, a distance of 201.25



                                     A-434






<PAGE>   496
                                                                           (CEI)





feet to a point; thence by a line which bears North 26 degrees 13' West a
distance of 174.63 feet to a point in the center line of Lockwood
Road; thence along the center line of said Road, North 62 degrees 30' East,
a distance of 288.35 feet to the place of beginning and containing
0.982 of an acre of land as calculated and described by Fullerton and
Kerr, Registered Engineers and Surveyors, be the same more or less
but subject to all legal highways.

    Parcel No. 121 being the premises conveyed to the Company by
deed recorded in Volume 777, Page 936 of Lake County Record of
Deeds.

    Parcel No. 121 is subject to an easement for gas pipe line
purposes and an assignment thereof as shown in an instrument
recorded in Volume 71, Page 453 of Lake County Record of Deeds.

                                Parcel No. 122

    Situated in the Village of North Perry, County of Lake and
State of Ohio: and known as being part of Lot 105 in said Village,
bounded and described as follows:

    Beginning in the center line of Lockwood Road at a point which
is located North 65 degrees 10' East, a distance of 100.00 feet measured
along said center line, from a point at the Southeast corner of land
conveyed to Charles W. and Martha M. Bradler by deed recorded in
Volume 458, Page 344, Lake County Record of Deeds; thence by a
line parallel with the East line of said Bradler's land, North 2 degrees 31'
40" East (33.78 feet passing through an iron pipe stake in the North line
of Lockwood Road) a distance of 466.22 feet to a point in the low
water line of Lake Erie; thence along said low water line, North
69 degrees 52' 40" East, a distance of 96.23 feet to a point; thence by a line
parallel with the East line of said Bradler's land, South 2 degrees 31' 40"
West (at 423.54 feet passing through an iron pipe stake in the
Northerly line of Lockwood Road) a distance of 457.32 feet to a point
in the center line of Lockwood Road; thence along the center line
of Lockwood Road, South 65 degrees 10' West, a distance of 100.00 feet to
the place of beginning and containing 0.941 acre of land as surveyed
and described by Fullerton and Kerr, Registered Engineers and
Surveyors, be the same more or less, but subject to all legal highways,
and waterways.

    Parcel No. 122 being the premises conveyed to the Company by
deed recorded in Volume 785, Page 1292 of Lake County Record of
Deeds.
                                Parcel No. 123

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being part of Lot 105, which lies South



                                     A-435






<PAGE>   497
                                                                           (CEI)





of the Lake Road and bounded and described as follows:

    Beginning in the center of Lake Road, also known as Lockwood
Road, at the Northwest corner of a 3.00 acre parcel of land of John
T. and Pauline Steele, as described in Warranty Deed recorded in
Volume 322, Page 54, Lake County Record of Deeds; thence South
along said Steeles' West line to their Southwest corner; thence East
along said Steeles' South line to its intersection with the West line
of a one acre parcel of land of John W. Winter as described in deed
recorded in Volume 247, Page 564; thence South along said Winter's
West line to its intersection with the North line of John W. Winter
as described in deed recorded in Volume 235, Page 302 and 305, Lake
County Record of Deeds; thence Westerly along said Winter's North
line to its intersection with the East line of property of Peter Ticel,
Jr., and Elizabeth Ticel as described in deed recorded in Volume 402,
Page 340, Lake County Records of Deeds; thence Northerly along said
Ticel's East line to the center of Lockwood Road; thence Easterly
along the center of Lockwood Road; 681.20 feet to the place of
beginning. Containing approximately 14.09 acres, be the same more
or less, but subject to all legal highways.

    Parcel No. 123 being the premises conveyed to the Company by
deed recorded in Volume 764, Page 806 of Lake County Record of
Deeds.

    Parcel No. 123 is subject to an easement for gas pipe line pur-
poses and an assignment thereof as shown in instruments recorded
in Volume 71, Page 363 and Volume 282, Page 49, respectively, of
Lake County Record of Deeds.

                                Parcel No. 124

    Situated in the Village of North Perry, County of Lake, and
State of Ohio, and known as being part of Lots Nos. 85 and 95 in
Perry Township, and bounded and described as follows:

    Beginning at a point in the centerline of Parmly Road in said
Lot No. 85 at the Northwesterly corner of 4 acres of land now or
formerly owned by C. J. Winters; thence North 72 degrees East along the
Northerly line of said 4 acres and the Northerly line of 1-15/100 acres
owned by Marion Parmly 473-88/100 feet to the Easterly line of said
Lot No. 85; thence North 1/4 degree East along said East line of Lot No.
85 113-52/100 feet to the Northeast corner of said Lot No. 85, being
also the Southeast corner of Lot No. 95; thence continuing North
1/4 degrees East along the East line of said Lot No. 95 in the West line of
land owned by Fred W. Daykin to the Northeast corner of said Lot No. 95;
thence South 89-3/4 degrees West on the North line of said Lot No. 95; being
the South line of 40 acres, belonging to the heirs of Mary Hurlburt,
deceased, 316-28/100 feet to the Easterly line of land this day con-


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<PAGE>   498
                                                                           (CEI)





veyed to Samuel W. Hurlburt by Quit Claim Deed; thence South 1/4 degrees
West along the Easterly line of land this day Quitclaimed to Samuel
W. Hurlburt a distance of 1617 feet to a point and iron pipe; thence
South 27-1/4 degrees West continuing along the Southerly line of property
this day Quitclaimed to Samuel W. Hurlburt a distance of 1083 feet
to the center of Parmly Road; thence South 42-1/4 degrees East along the
center of said Parmly Road to an angle in said road; thence, still
along the center of said road to the South line of said Lot No. 95,
thence still along the center of said road South 27-1/4 degrees East 316-80/100
feet to the place of beginning, and containing about 35-79/100
acres of land, be the same more or less, but subject to all legal
highways.

    Excepting and reserving therefrom the following two parcels:

                                   Parcel I

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being part of Lot No. 85 in the Township
of Perry, and bounded and described as follows:

    Beginning at a point in the centerline of Parmly Road in said
Lot No. 85, at the Northwesterly corner of 4 acres of land now or
formerly owned by C. J. Winters; thence North 72 degrees East along the
Northerly line of said 4 acres and the Northerly line of 1-15/100 acres
owned by Marion Parmly, 473-88/100 feet to the Easterly line of said
Lot No. 85; thence North 1/4 degrees East along said East line of Lot No. 85,
113-52/100 feet to the Northeast corner of Lot No. 85, being also,
the Southeast corner of Lot No. 95; thence West along the North
line of Lot No. 85 to a point in the center of Parmly Road; thence
South 27-1/4 degrees East along the center of Parmly Road 316-8/10 feet to
the place of beginning and containing 2-50/100 acres of land, be the
same more or less, but subject to all legal highways.

                                   Parcel II

    Situated in the Village of North Perry, County of Lake, and
State of Ohio, and known as being in Lot 95 in the Township of
Perry, and bounded and described as follows:

    Beginning at the Southeast corner of Lot No. 95 North 1/4 degrees East
along the East line of said Lot No. 95, 1330 feet to a point; thence
in a Southwesterly direction and parallel with the Southwesterly line
of the land owned by Bessie Hurlburt and Marion Parmly to a point
in the center of Parmly Road; thence along the center of Parmly
Road to a point in the South line of Lot No. 95; thence East along
the South line of Lot No. 95 to the place of beginning and containing
10-3/10 acres of land, be the same more or less, but subject to ali
legal highways.

  Containing, after said exceptions 22-99/100 acres of land, be the
same more or less, but subject to all legal highways.


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<PAGE>   499
                                                                           (CEI)





                                Parcel No. 125

    Situated in the Village of North Perry, County of Lake, and
State of Ohio, and known as being in Lot No. 105 of said Township;

    Beginning at the Southeast corner of Lot No. 105 in the West
line of the land of Frank W. Daykin and the Northeast corner of
land in Lot No. 95; standing in the name of Eleazer Parmly, Trustee;
thence South 89-3/4 degrees West along the South line of Lot No. 105 to the
East line of land belonging to Frank C. Wood; thence North along said
East line and the East line of land belonging to Mary W. Chandler to
the Southerly line of 13 acres standing in the name of John L. Golding;
thence South 86 degrees 40' East 753 feet to the East line of said Lot No.
105; thence Southerly along said Lot line being the West line of land
of Frank W. Daykin to the place of beginning, containing 40 acres,
be the same more or less, but subject to all legal highways.

    EXCEPTING ALSO from the above described ParceLs Nos. 124
and 125 the following described premises:

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being a part of Lots Numbers 95 and 105;
and being further bounded and described as follows:

    Beginning on the Easterly line of land conveyed to John Winter
by deed dated June 27, 1947 and recorded in Volume 235, Page 302,
305 of Lake County Records, at its intersection with the Northeasterly
corner of Lot Number 95 and the Southeasterly corner of Lot Number
105, said point being the place of beginning of the premises here
intended to be described:

    Course I Thence South 1 degrees 55' 35" East, 6.42 feet to an iron pin
set;

    Course II Thence South 75 degrees 52' 40" West, 323.61 feet to an iron
pin set;

    Course III Thence North 1 degrees 55' 35" West, 71.98 feet to an iron
pin set on the Southerly line of Lot Number 105;

    Course IV Thence South 87 degrees 34' 25" West, along said Southerly
line of Lot Number 105, 479.97 feet to an iron pin set;

    Course V Thence North 1 degrees 05' 45" West, along the Westerly line
of land conveyed to said Winter, 33.19 feet to an iron pin set;

    Course VI Thence North 75 degrees 52' 40" East and parallel to Course
II 814.15 feet to an iron pin set on said Easterly line of Winter, and
the Easterly line of said Lot Number 105;

    Course VII Thence South 1 degrees 55' 35" East along said Easterly
line of Winter and Lot Number 105, 198.18 feet to the place of
beginning and containing 2.398 acres of land according to a survey




                                     A-437






<PAGE>   500
                                                                           (CEI)





made in February, 1966 by James E. Beuley, Jr., Registered Surveyor
No. 4999, be the same more or less, but subject to all legal highways.

                                Parcel No. 126

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being in Lot No. 95 in the Township
of Perry, and bounded and described as follows:

    Beginning at the Southeast corner of Lot No. 95, North 1/4 degrees
East along the East line of said Lot No. 95, 1330 feet to a point;
thence in a Southwesterly direction and parallel with the Southwest-
erly line of the land owned by Bessie Hurlburt and Marion Parmly
to a point in the center of Parmly Road; thence along the center of
Parmly Road to a point in the South line of Lot No. 95; thence East
along the South line of Lot No. 95 to the place of beginning, and
containing 10.3 acres of land more or less, be the same more or less,
but subject to all legal highways.

                                Parcel No. 127

    Situated in the Village of North Perry, County of Lake and
State of Ohio, and known as being a part of Lot No. 105 in said
Township and is bounded and described as follows:

    Beginning in the center line of Lockwood Road at the Northwest
corner of land of Frank W. Daykin; thence along the West line of
said Daykin's land South 2 degrees 20' West (passing through an iron pipe
stake in the Southeasterly line of Lockwood Road) a distance of
409.50 feet to an iron pipe stake at an angle in the Westerly line of
said Daykin's land; thence continuing along the Westerly line of said
Daykin's land South 4 degrees 21' West a distance of 829.46 feet to a tile
monument found at the Northeast corner of 40 acres of land owned
by John Winter; thence along the line of lands of John Winter and
John L. Golding North 86 degrees 44' West a distance of 30.55 feet to an
iron pipe stake; thence by a line which bears North 3 degrees 41' East
(at 1188.26 feet passing through an iron pipe stake in the Southeast-
erly line of Lockwood Road) a distance of 1222.40 feet to the center
line of said road; thence along the center line of Lockwood Road
North 65 degrees 10' East a distance of 34.76 feet to the place of beginning
and containing 1 acre of land as surveyed and described by Fullerton
and Kerr, Registered Engineers and Surveyors, be the same more or
less, but subject to all legal highways.

                                Parcel No. 128

    Situated in the Township of Perry, County of Lake, and State of
Ohio: Known as being a part of Original Perry Township Lots Nos.
96, 97 and 106, and bounded and described as follows:



                                     A-438






<PAGE>   501
                                                                           (CEI)





    Beginning in the center line of Parmly Road, 50 feet in width,
as shown by the dedication plat in Volume C, Page 432 of Lake
County Road Records, at the point of tangency of a curve at the
East end of that portion of Parmly Road dedicated in Volume D,
Page 5 of Lake County Road Records, said point of tangency being
distant South 59 degrees 58' 00" East 200.00 feet from an iron pipe in
concrete monument in said center line at the Southeasterly end of that
portion of Parmly Road, 50 feet in width, vacated in Volume D, Page
15 of Lake County Road Records; thence continuing South 59 degrees 58' 00"
East along said center line of Parmly Road, a distance of 423.68 feet
to the principal place of beginning of the premises herein intended
to be described:

    Course No. 1: Thence South 59 degrees 58' 00" East, continuing along
the center line of Parmly Road, a distance of 168.51 feet to an angle
therein;

    Course No. 2: Thence South 60 degrees 58' 35" East, continuing along
the center line of Parmly Road, a distance of 319.55 feet to a point
of curvature in said center line;

    Course No. 3: Thence continuing along the center line of Parmly
Road, being a curved line deflecting to the left, a distance of 147.38
feet to its intersection with a Westerly line of land conveyed by
Louise Mangold to Matt Padavick and Katherine Padavick by deed
dated November 28, 1944 and recorded in Volume 205, Page 400 of
Lake County Deed Records, said curved line having a radius of
2604.35 feet and a chord which bears South 62 degrees 35' 51" East a dis-
tance of 147.36 feet;

    Course No. 4: Thence North 25 degrees 52' 57" East along a Westerly
line of land so conveyed to Matt Padavick and Katherine Padavick,
a distance of 1212.36 feet to an angle therein;

    Course No. 5: Thence North 52 degrees 01' 04" West, continuing along
a Westerly line of land so conveyed to Matt Padavick and Katherine
Padavick, a distance of 116.98 feet to an angle therein;

    Course No. 6: Thence North 00 degrees 53' 37" West, continuing along
a Westerly line of land so conveyed to Matt Padavick and Katherine
Padavick, a distance of 538.37 feet to the most Northerly corner of
land so conveyed, being also in a Southwesterly line of lands con-
veyed by Ira J. Kermode, Administrator, to Andrew T. Wirth and
Emma E. Wirth by deed dated July 16, 1948 and recorded in Volume
255, Page 283 of Lake County Deed Records;

    Course No. 7: Thence North 71 degrees 12' 36.5" West along a South-
westerly line of lands so conveyed to Andrew T. Wirth and Emma E.
Wirth, a distance of 468.935 feet to an angle therein;




                                     A-439






<PAGE>   502
                                                                           (CEI)





    Course No. 8: Thence North 45 degrees 53' 02" West, continuing along
a Southwesterly line of lands so conveyed to Andrew T. Wirth and
Emma E. Wirth, at a distance of 333 feet passing the waters edge of
Lake Erie, October, 1952, to the low water mark of Lake Erie;

    Course No. 9: Thence from the intersection of the last above
described course with the waters edge of Lake Erie, October, 1952,
Southwesterly along said waters edge, the following two courses and
distances: Thence South degrees 58' 04' 59" West, 442.74 feet; thence South
58 degrees 49' 43" West, 215.115 feet;

    Course No. 10: Thence South 30 degrees 31' 56" East, a distance of
1062.57 feet;

    Course No. 11: Thence South 28 degrees 37' 45" West, a distance of
587.92 feet to the principal place of beginning and containing within
the above described premises 35.3545 acres of land, more or less, to
the waters edge of Lake Erie, October, 1952, according to the survey
of Garrett and Associates, Inc., Registered Professional Engineers
and Surveyors, be the same more or less, but subject to all legal
highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accre-
tion.

                                Parcel No. 129

    Situated in the Township of Perry, County of Lake, and State
of Ohio: Known as being a part of Original Perry Township Lot No.
97, and bounded and described as follows:

    Beginning in the center line of Parmly Road, 50 feet in width,
as shown by the dedication plat in Volume C, Page 432 of Lake
County Road Records, at the point of tangency of a curve at the East
end of that portion of Parmly Road dedication in Volume D, Page 5,
of Lake County Road Records, said point of tangency being distant
South 59 degrees 58' 00" East 200.00 feet from an iron pipe in concrete
monument in said center line at the Southeasterly end of that portion
of Parmly Road, 50 feet in width, vacated in Volume D, Page 15 of
Lake County Road Records;

    Course No. 1: Thence North 29 degrees 54' 41" West, at a distance of
1019.89 feet passing the waters edge of Lake Erie, October, 1952, to
the low water mark of Lake Erie;

    Course No. 2: Thence from the intersection of the above de-
scribed Course No. 1 with the waters edge of Lake Erie, October,
1952, Southwesterly along said waters edge, the following five courses



                                     A-440






<PAGE>   503

                                                                           (CEI)





and distances thence South 63 degrees 02' 45.5" West, 16.48 feet thence
South 51 degrees 55' 10" West, 293.465 feet thence South 64 degrees 53' 06.5"
West, 247.39 feet; thence South 54 degrees 26' 26" West, 306.08 feet; thence
South 73 degrees 20' 59.5" West, 171.235 feet to the most Northerly corner
of land conveyed to the Lake County Metropolitan Park Board, by
deed dated August 7, 1962 and recorded in Volume 554, Page 327 of
Lake County Deed Records, said point being distant North 73 degrees 20'
59.5" East, 100.00 feet, as measured along said waters edge from the
Easterly line of land conveyed to the Trustees of Perry Township,
Lake County, Ohio, by deed dated December 23, 1903 and recorded
in Volume 37, Page 573 of Lake County Deed Records;

    Course No. 3: Thence South 35 degrees 17' 46" East along the North-
easterly line of land conveyed to the Lake County Metropolitan Park
Board, as aforementioned, a distance of 1197.14 feet to a point in the
curved center line of Parmly Road, 60 feet in width, as shown by the
dedication plat in Volume D, Page 5 of Lake County Road Records;

    Course No. 4: Thence Northeasterly and deflecting to the left
along the curved center line of Parmly Road, a distance of 478.815
feet to a point of tangency in said center line, said curved line having
a radius of 1145.92 feet and a chord which bears North 42 degrees 00' 18"
East, a distance of 475.84 feet;

    Course No. 5: Thence North 30 degrees 02' 00" East along the center
line of said Parmly Road, a distance of 216.345 feet to a point of
curvature in said center line;

    Course No. 6: Thence continuing along the said center line of
Parmly Road, being a curved line deflecting to the right, a distance
of 814.16 feet to a point of tangency at the Easterly end of that por-
tion of Parmly Road dedicated in Volume D, Page 5 of Lake County
Road Records, as aforementioned and the principal place of begin-
ning, said curved line having a radius of 200.00 feet and a chord
which bears North 75 degrees 02' 00" East a distance of 282.84 feet to said
principal place of beginning and containing within the above de-
scribed premises 28.0007 acres of land, more or less, to the waters
edge of Lake Erie, October, 1952, according to the survey of Garrett
and Associates, Inc., Registered Professional Engineers and Survey-
ors, be the same more or less, but subject to all legal highways and
waterways.

    Excepting from the above described premises an unvacated por-
tion of Parmly Road in Original Perry Township Lot No. 97 contain-
ing 0.10424 acres of land bounded and described as follows:

    Beginning at an iron pipe in concrete monument in the center
line of Parmly Road, 50 feet in width, distant North 59 degrees 58' 00"
West, as measured along said center line from a point of tangency




                                     A-441






<PAGE>   504
                                                                           (CEI)





of a curve at the east end of that portion of Parmly Road dedicated
in Volume D, Page 5 of Lake County Road Records, a distance of
200.00 feet; thence South 30 degrees 02' 00" West, a distance of 25.00 feet
to the Southwesterly line of Parmly Road, 50 feet in width, and the
principal place of beginning of the premises herein intended to be
described;

    Course No. 1: Thence South 59 degrees 58' 00" East along the said
Southwesterly line of Parmly Road, a distance of 50.75 feet to the
Northerly curved line of Parmly Road, 60 feet in width, dedicated
in Volume D, Page 5 of Lake County Road Records;

    Course No. 2: Thence Southeasterly and deflecting to the right
along said Northerly curved line, a distance of 114.867 feet to the
Northeasterly line of Parmly Road, 50 feet in width, said Northerly
curved line having a radius of 280.00 feet and a chord which bears
South 86 degrees 10' 50" East a distance of 118.192 feet;

    Course No. 3: Thence North 59 degrees 58' 00" West along the North-
easterly line of Parmly Road, 50 feet in width, a distance of 152.308
feet to the Southeasterly end of that portion of Parmly Road, 50 feet
in width, vacated in Volume D, Page 15 of Lake County Road
Records;

    Course No. 4: Thence South 30 degrees 02' 00" West along the said
Southeasterly end of vacated Parmly Road, a distance of 50.00 feet to
the principal place of beginning, be the same more or less, but subject
to all legal highways and waterways.

    Excepting also from the above described premises any part
thereof resulting through change in the shore line of Lake Erie
occasioned by other than natural causes or by natural causes other
than accretion.

                                Parcel No. 180

    Situated in the Township of Perry, County of Lake, and State
of Ohio, and known as being an unvacated portion of Parmly Road
in Original Perry Township Lot No. 97 containing 0.10424 acres of
land bounded and described as follows:

    Beginning at an iron pipe in concrete monument in the center
line of Parmly Road, 50 feet in width, distant North 59 degrees 58' 00" West,
as measured along said center line from a point of tangency of a
curve at the East end of that portion of Parmly Road dedicated in
Volume D, Page 5 of Lake County Road Records, a distance of 200.00
feet; thence South 80 degrees 02' 00" West, a distance of 25.00 feet to the
southwesterly line of Parmly Road, 50 feet in width, and the principal
place of beginning of the premises herein intended to be described;




                                 A-442






<PAGE>   505
                                                                           (CEI)





    Course No. 1: Thence South 59 degrees 58' 00" East along the said
Southwesterly line of Parmly Road, a distance of 50.75 feet to the
Northerly curved line of Parmly Road, 60 feet in width, dedicated in
Volume D, Page 5 of Lake County Road Records;

    Course No. 2: Thence Southeasterly and deflecting to the right
along said Northerly curved line, a distance of 114.367 feet to the
Northeasterly line of Parmly Road, 50 feet in width, said Northerly
curved line having a radius of 230.00 feet and a chord which bears
South 86 degrees 10' 50" East a distance of 113.192 feet;

    Course No. 3: Thence North 59 degrees 58' 00" West along the North-
easterly line of Parmly Road, 50 feet in width, a distance of 152.303
feet to the Southeasterly end of that portion of Parmly Road, 50 feet
in width, vacated in Volume D, page 15 of Lake County Road Records;

    Course No. 4: Thence South 30 degrees 02' 00" West along the said
Southeasterly end of vacated Parmly Road, a distance of 50.00 feet
to the principal place of beginning. Be the same more or less, but
subject to all legal highways.

                                Parcel No. 131

    Situated in the Township of Perry, County of Lake and State of
Ohio and known as being a part of Lot No. 96 of said Township,
being bounded and described as follows:

    Beginning at the intersection of the center line of the Parmly Road with
the dividing line between the land of the Samuel W. Parmly Estate and land
owned by Emma J. Kothe and Anna M. Peters; thence, along said dividing line,
South 0 degrees 44-1/2' East, 298.13 feet; thence, North 67 degrees 20' West,
218.44 feet; thence, North 22 degrees 40' East, 273.60 feet to the center of
the Parmly Road; thence, along the center of the Parmly Road, South 67 degrees
20' East, 100.00 feet to the place of beginning. Containing 1 acre of land.
Survey and description by Clyde C. Hadden, Registered Surveyor No. 926, be the
same more or less, but subject to all legal highways.

                                Parcel No. 132

    Situated in the Village of North Perry, County of Lake and
State of Ohio and known as being a part of Original Perry Township
Lot No. 105 and is further bounded and described as follows:

    Beginning at a point in the centerline of Center Road at the
Southwest corner of a parcel of land conveyed to David A. and
Mary E. Lehtoma by deed recorded in Volume 519, Page 375, of
Lake County Records; thence Northeasterly along the Southerly line
of lands conveyed to Lehtoma and along the Southerly line of lands




                                     A-443






<PAGE>   506
                                                                           (CEI)





conveyed to Alice G. Rouse by deed recorded in Volume 443, Page 98
of Lake County Records a distance of about 499.25 feet to a point
in the Westerly line of land conveyed to Peter Jr. and Elizabeth Ticel
by deed recorded in Volume 305, Page 507 of Lake County Records
said point also being the Southeast corner of land so conveyed to
Rouse as aforesaid; thence Southerly along the Westerly line of land
so conveyed to Ticel as aforesaid and along the Westerly line of a
12.416 acre parcel of land conveyed to Peter Jr. and Elizabeth Ticel
by deed recorded in Volume 402, Page 340 of Lake County Records
to the Southwest corner of land so conveyed to Ticel as aforesaid;
thence Easterly along the Southerly line of lands so conveyed to Ticel
as aforesaid in Volume 402, Page 340 of Lake County Records a
distance of about 376.86 feet to a point in the Westerly line of land
conveyed to John Winter by Deed recorded in Volume 235, Page 302
and 305 of Lake County Records; thence Southerly along the Westerly
line of land so conveyed to Winter to a point in the Southerly line of
Original Lot No. 105, said point also being the Southwest corner of
land so conveyed to Winter as aforesaid; thence Westerly along the
Southerly line of said Original Lot No. 105 to a point in the centerline
of Center Road; thence Northerly along the centerline of Center Road
to the place of beginning and containing 37.6293 acres of land, be
the same more or less, but subject to all legal highways.

                                Parcel No. 133

    Situated in the Village of North Perry, County of Lake and State
of Ohio and known as being a part of Original Perry Township Lot
No. 95 and is further bounded and described as follows:

    Beginning at a point in the centerline of Center Road said center-
line also being the Westerly line of said original Lot No. 95 at the
Northwest corner of a parcel of land conveyed to Charles G. Lucas
by deed recorded in Volume 287, Page 502 and 505 of Lake County
Records; thence Northerly along the centerline of Center Road a
distance of 432.00 feet to the Southwest corner of a parcel of land
conveyed to Lake Shore Pipe Line Company by deed recorded in
Volume 327, Page 582 of Lake County Records; thence Easterly
along the Southerly line of land so conveyed to Lake Shore Pipe Line
Company as aforesaid a distance of 45 feet to the Southeasterly
corner of land so conveyed to Lake Shore Pipe Line Company as
aforesaid; thence Northerly along the Easterly line of land so con-
veyed to Lake Shore Pipe Line Company as aforesaid a distance of
24 feet to the Northeasterly corner of land so conveyed to Lake Shore
Pipe Line Company as aforesaid; thence Westerly along the Northerly
line of land so conveyed to Lake Shore Pipe Line Company a distance
of 45 feet to the centerline of Center Road, said point also being
the Northwest corner of land so conveyed to Lake Shore Pipe Line



                                 A-444






<PAGE>   507
                                                                           (CEI)



Company as aforesaid; thence Northerly along the centerline of
Center Road to an angle point therein; thence continuing in a North-
easterly direction along the centerline of Center Road to a point in
the Northerly line of said Original Lot No. 95; thence Easterly along
the Northerly line of said Original Lot No. 95, which is also the
centerline of Center Road, to the Northwest corner of lands conveyed
to Charles C. Wood by deed recorded in Volume 493, Page 561 of
Lake County Records; thence Southerly along the Westerly line of
said land so conveyed to Wood as aforesaid a distance of about 13-2/3
rods (225.5 feet) to the Southwest corner of lands so conveyed to
Wood as aforesaid; thence Easterly along the Southerly line of said
Wood's land a distance of about 6 rods (99.0 feet) to the Southeast
corner of land conveyed to Wood as aforesaid; thence Northerly along
the Easterly line of said Wood's land a distance of about 13-2/3 rods
(225.5 feet) to the Northerly line of said Original Lot No. 95, said
point being the Northeast corner of lands so conveyed to Wood as
aforesaid; thence Easterly along said Northerly line of Original Lot
No. 95 to the Northwest corner of land conveyed to Charles C. Wood
by deed recorded in Volume 327, Page 469 of Lake County Records;
thence Southerly along the Westerly line of land so conveyed to Wood
as aforesaid to the Northeast corner of land so conveyed to Charles G.
Lucas as aforesaid; thence Westerly along the Northerly line of land
so conveyed to Lucas as aforesaid to the place of beginning and con-
taining about 27.9752 acres of land, be the same more or less, but
subject to all legal highways.

                                Parcel No. 134

    Situated in the Village of North Perry, County of Lake and State
of Ohio; and known as being a lot of one half acre in great Lot No. 95
in said Township and lying immediately East of the family dwelling
house of Ellen G. Wood being more particularly described as follows:

    Beginning in the Southerly line of Great Lot No. 105 and
Northerly line of Lot No. 95 at its intersection with the Easterly side
of the highway running North to the Lake Road; thence Westerly
along the center of the highway running Easterly and Westerly in
front of the family homestead six (6) rods; thence South but parallel
with said North and South highway prolongated thirteen and two-
thirds (13-2/3) rods; thence East but parallel with said East and West
highway six (6) rods; thence North along the Easterly line of said
North and South highway prolongated thirteen and two-thirds (13-2/3)
rods to the place of beginning containing one half acre. Be the same
premises conveyed by Ellen C. Wood and B. F. Wood to Frank C.
Wood by Warranty Deed dated July 4, 1904, and recorded in Volume
38, Page 392, Lake County Records. Be the same more or less, but
subject to all legal highways.




                                     A-445






<PAGE>   508
                                                                           (CEI)





                                Parcel No. 135

    Situated in the Village of North Perry, County of Lake and
State of Ohio; and known as being part of Original Lot No. 95 in
said Township and more fully described as follows:

    Beginning at a point in the Northerly line of said Lot No. 95
at a point which is distant Westerly from the Northeast corner of
said Lot No. 95, 797.28 feet; thence Easterly, along said Northerly
line of said Lot No. 95 a distance of 481 feet to a point and iron pipe;
thence South 1/4 degrees West, and parallel with the Easterly line of said
Lot No. 95, a distance of 1617 feet to a point and iron pipe; thence
South 27 1/4 degrees West a distance of 1083 feet to the center of Parmly
Road; thence Northwesterly along the center of said road a distance
of 512 feet; thence North 27 1/4 degrees East a distance of 793 feet to a point
and iron pipe; thence North and parallel with the Easterly line of
said Lot No. 95, a distance of 1502 feet, to the place of beginning,
containing 27.43 acres of land, be the same more or less, but subject
to all legal highways.

                                Parcel No. 136

    Situated partly in the Village of North Perry, and partly in the
Township of Perry, and known as being a part of Original Perry
Township Lots Nos. 95, 96, 105 and 106 and is bounded and described
as follows:

    Beginning at a point in the centerline of Center Road at the
Southeast corner of lands conveyed to Harry C. Pollock, Trustee by
deed recorded in Volume 328, Page 605 of Lake County Records;
thence Southerly along the centerline of Center Road to a point in
the Southerly line of said Original Lot No. 105; thence Westerly along
the Southerly line of Lot No. 105 being also the centerline of Center
Road to a point Said point being distant Easterly 13 Rods and 12
feet (226.50 feet) from the Southwesterly corner of Lot No. 105;
thence continuing in a Southwesterly direction along the centerline
of Center Road to a point in a Southeast corner of lands conveyed
to Charles C. and Hyla M. Wood by deed recorded in Volume 504,
Page 645 of Lake County Records; thence South 89 degrees West along a
Southerly line of lands so conveyed to Wood as aforesaid and along
the Northerly line of lands conveyed to Anna M. Peters et al by
deed recorded in Volume 365, Page 560 of Lake County Records to
a Southeast corner of lands conveyed to the Ceico Company by deed
recorded in Volume 356, Page 81 of Lake County Records; thence
Northerly along the Easterly line of lands so conveyed to The Ceico
Company as aforesaid a distance of 18 chains and 25 links (1204.50')
to the Northeast corner of lands so conveyed to The Ceico Company
as aforesaid; thence Northwesterly along the Northerly line of lands



                                     A-446






<PAGE>   509
                                                                           (CEI)



so conveyed to The Ceico Company to the Southeast corner of Parcel
No. 3 as deeded to The Ceico Company by deed recorded in Volume
389, Page 519 of Lake County Records; thence North 0 degrees 46' East
along the Easterly line of Parcel No. 3 and Parcel No. 4 as conveyed
to The Ceico Company as aforesaid a distance of 550.48 feet to the
Northeast corner of Parcel No. 4 as aforesaid; thence North 70 degrees 47'
West along the Northerly line of Parcel No. 4 and along the Northerly
line of Parcel No. 1 a distance of 392.88 feet to a point; thence
North 53 degrees 01' West along the Northerly line of Parcel No. 1 as
aforesaid a distance of about 466.5 feet to the low water mark of
Lake Erie as same existed about August 11, 1917. Said point being
in the South line of lands conveyed to Harry C. Pollock, Trustee by
deed recorded in Volume 328, Page 605 of Lake County Records;
thence Easterly along the Southerly line of lands so conveyed to
Harry C. Pollock as aforesaid about 2091.2 feet to a point in the
centerline of Center Road and the place of beginning and containing
about 71.05 acres of land of which about 1.00 acre is located in Lot
No. 95, about 7 acres in Lot No. 96, about 33.69 acres in Lot No. 105
and about 29.36 acres in Lot No. 106, be the same more or less, but
subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by over than natural causes or by natural causes other than accre-
tion.

                                Parcel No. 137

    Situated in the Township of Perry, County of Lake and State of
Ohio and known as being a part of Original Perry Township Lot No.
96 and is further bounded and described as follows:

    Beginning at a point in the centerline of Center Road at its inter-
section with the centerline of Clark Road, said point also being the
Southeast corner of said Lot No. 96; thence west along the centerline
of Clark Road which is also the South line of said Lot No. 96, 15
chains (990 feet) to the Southeast corner of lands conveyed The
Ceico Company by deed recorded in Volume 319, Page 362 of Lake
County Records; thence North along the Easterly line of lands so
conveyed to The Ceico Company and lands conveyed to Howard E.
and Marjorie Heil by deed recorded in Volume 240, Page 139 of Lake
County Records, a distance of 32 chains and 25 links (2128.50 feet)
to the centerline of Parmly Road; thence Southeasterly along the
centerline of Parmly Road to a point in the Easterly line of said Lot
No. 96. Said point also being the intersection of the centerline of
Parmly Road with the centerline of Center Road; thence Southerly
along the Easterly line of said Lot and the centerline of Center Road





                                     A-447






<PAGE>   510
                                                                           (CEI)





to the place of beginning and containing about 38 acres of land, be
the same more or less, but subject to all legal highways.

                                Parcel No. 138

    Situated in the Township of Perry, County of Lake and State of
Ohio and known as being a part of Original Perry Township Lot No.
96 and is further bounded and described as follows:

    Beginning at a point in the centerline of Parmly Road at the
Southeast corner of lands conveyed to The Ceico Company by deed
recorded in Volume 356, Page 81 of Lake County Records; thence
Southeasterly along the centerline of Parmly Road to a point in the
Easterly line of said Lot No. 96, said point also being the intersection
of the centerline of Parmly Road with the centerline of Center Road;
thence Northerly along the centerline of Center Road and said
Easterly line of said Lot No. 96 to a point in the Southeasterly
corner of lands conveyed to Charles C. and Hyla M. Wood by deed
recorded in Volume 504, Page 645 of Lake County Records; thence
South 89 degrees  West along the Southerly line of lands so conveyed to
Wood as aforesaid and a Southerly line of lands so conveyed to The
Ceico Company as aforesaid a distance of 13 chains and 87 links
(915.42 feet) to an angle point therein; thence South 9 degrees West along
an Easterly line of lands so conveyed to The Ceico Company a distance
of 8 chains and 88 links (586.08 feet) to the centerline of Parmly
Road and the place of beginning and containing about 22.65 acres of
land, be the same more or less, but subject to all legal highways.

                                Parcel No. 139

    Situated in the Village of North Perry, County of Lake and
State of Ohio: and known as being a part of Original Perry Township
Lot 105, and bounded and described as follows:

    Beginning in the centerline of Center Road at a point which is
located South 2 degrees 40' West, a distance of 134.00 feet, measured along
said centerline from an iron pipe stake where said centerline is
intersected by the centerline of Lockwood Road; thence along the
centerline of Center Road South 2 degrees 40' West, a distance of 100.00
feet to a point; thence by a line which bears North 75 degrees 31' West (at
30.65 feet passing through an iron pipe stake in the Westerly line of
Center Road), a distance of 230.00 feet to an iron pipe stake; thence
by a line parallel with the centerline of Center Road North 2 degrees 40'
East, a distance of 100.00 feet to an iron pipe stake; thence by a line
which bears South 75 degrees 31' East (at 199.35 feet passing through an
iron pipe stake in the Westerly line of Center Road), a distance of
230.00 feet to the place of beginning and containing 0.517 of an acre
of land as surveyed and described by Fullerton and Kerr, Registered



                                     A-448






<PAGE>   511
                                                                           (CEI)




Engineers and Surveyors, be the same more or less, but subject to all
legal highways.

                                Parcel No. 140

    Situated in the Township of Perry, County of Lake and State of
Ohio, and in the North Middle part of Lot No. 106 of said Township,
bounded and described as follows:

    Beginning at a stake and tile monument set at the Southeast
corner of a 4-1/2 acre parcel of land conveyed by grantor to William R.
and Frances M. Cubbon, August 29, 1917; thence North 56 degrees 52' East
308.2 feet to an iron pipe stake thence North 70 degrees 47' West 278.5 feet
to an iron pipe stake; thence North 53 degrees 01' West 466.5 feet to low
water mark of Lake Erie (August 11, 1917) which point is located
80 feet from an iron pipe stake at the foot of the lake bank in the
last mentioned line, and in the line of land of Otto S. Ruetenick at a
point therein 140 feet West from an iron stake at the foot of the lake
bank, set in the Ruetenick line; thence South 56 degrees 52' West along low
water line of the lake 275.7 feet to the Northeast corner of said
Cubbon land; thence along the Easterly lines of said Cubbon land
South 49 degrees 06' East, 456.3 feet to a sewer pipe monument and thence
South 70 degrees 47' East 278.5 feet to place of beginning containing 4.50
acres of land, be the same more or less, but subject to all legal high-
ways and waterways.

    Excepting therefrom any portion of the above described premises
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

                                Parcel No. 141

    Situated in the Township of Perry, County of Lake, and State
of Ohio, and in the North Middle part of Lot No. 106 of said Township
bounded and described as follows:

    Beginning at an iron pipe stake at the angle in the line between
the land of the S. W. Parmly estate and Grantor's land which angle
is 3 1/2 feet Southwest from an 8 inch maple tree much used as a wire
fence post; thence North 45 degrees 12' West, along the East line of said
Parmly land 448.5 feet (passing an iron bolt in line at the lake bank)
to low water mark of Lake Erie (August 11, 1917); thence North
56 degrees 52' East along low water line of the lake 275.7 feet; thence South
49 degrees 06' East 456.3 feet to a sewer pipe monument; thence South
70 degrees 47' East 278.5 feet to a stake and tile monument; thence
South 56 degrees 52' West (at 270.4 feet past an iron pipe stake in line
located 30 feet at right angles Northeasterly from the Parmly line)
308.2 feet to the Parmly line; thence along the Parmly line North
70 degrees 47' West 278.5 feet to the place of beginning, containing 4.50



                                     A-449






<PAGE>   512
                                                                           (CEI)




acres of land, be the same more or less, but subject to all legal high-
ways and waterways.

    Excepting therefrom any portion of the above described premises
resulting through change in the shore line of Lake Erie occasioned by
other than natural causes or by natural causes other than accretion.

                                Parcel No. 142

    Situated in the Township of Perry, County of Lake, and State
of Ohio, and known as being part of Lot No. 106 in said Township
and is bounded and described as follows:

    Beginning at an iron pipe stake set in a tile at the Southeast
corner of a 4-1/2 acres conveyed to William R. Cubbon, by deed dated
August 29, 1917 and recorded in Volume 62, Page 505 of Lake County
Records of Deeds; thence South 56 degrees 52' West along said Cubbon's
Southerly line (at 270.4 feet passing through an iron pipe stake in
line located 30 feet at right angles from S. W. Parmly's line) 308.2
feet to land of S. W. Parmly; thence along said Parmly's line and
that of Thomas Baley, South 70 degrees 47' East 653.71 feet to a stake set
in said Baley's North line; thence North 0 degrees 46' East 257.24 feet to
a stake; thence North 70 degrees 47' West 384.04 feet to the place of begin-
ning, containing 2.906 acres, be the same more or less, but subject
to all legal highways.

                                Parcel No. 143

    Situated in the Township of Perry, County of Lake, and State
of Ohio, and known as being part of Lot No. 106 in said Township
and is bounded and described as follows:

    Beginning at an iron pipe stake set in a tile at the Southwest
corner of 4-1/2 acres conveyed to Andrew Wirth, by deed dated August
29, 1917 and recorded in Volume 62, Page 504, of Lake County
Records of Deeds; thence North 56 degrees 52' East along the Southeasterly
line of said 4-1/2 acres 308.2 feet to an iron pipe stake set in a tile at
the Southeasterly corner of said 4-1/2 acres; thence South 70 degrees 47' East,
114.38 feet to a stake; thence South 0 degrees 46' West 257.24 feet to a
stake; thence North 70 degrees 47' West, 384.04 feet to the place of begin-
ning, containing 1.396 acres, be the same more or less, but subject
to all legal highways.

                                Parcel No. 144

    Situated in the Township of Perry, County of Lake and State of
Ohio and known as being part of Lots Nos. 96 and 106 and bounded
and described as follows:

    Beginning in the center of the road on the East line of South-
west Parmly's land, thence along the center of said road South 66 degrees



                                     A-450






<PAGE>   513
                                                                           (CEI)




East 8 chains 25 links to land formerly owned by Dolly Parmly;
thence on said Dolly Parmly's line North 10-1/2 degrees East 8 chains 83
links; thence South 88-1/2 degrees East 4 chains 60 links to a stake; thence
North 1 degrees East 18 chains 25 links to a stake; thence North 73 degrees
West
7 chains 37 links to a stake in S.W. Parmly's line; thence South
1 degrees West 8 chains and 60 links to a stake; thence South 65 degrees East 1
chain 78 links; thence South 27-1/2 degrees West 18 chains 47 links to the
place of beginning containing 19.25 acres of land, be the same more
or less, but subject to all legal highways.

                                Parcel No. 145

    Situated in the Township of Perry, County of Lake and State of
Ohio, and known as being a part of Original Perry Township Lots
Nos. 96 and 97, and bounded and described as follows:

    Beginning in the center line of Parmly Road, 60 feet in width,
as shown by the dedication plat in Volume D, Page 5 of Lake County
Road Records, at its intersection with an Easterly line of land con-
veyed by James H. Clark and Euretta Clark to the Trustees of Perry
Township, Lake County, Ohio, by deed dated December 23, 1903 and
recorded in Volume 37, Page 573 of Lake County Deed Records, said
place of beginning being distant North 89 degrees 58' 26" East, a distance
of 657.415 feet, as measured along the said center line of Parmly
Road from its intersection with the center line of Perry Park Road,
60 feet in width:

    Course No. 1: Thence North 89 degrees 58' 26" East along said center
line of Parmly Road, a distance of 200.58 feet to a point of curvature
in said center line;

    Course No. 2: Thence Northeasterly and deflecting to the left
along the curved center line of Parmly Road, a distance of 1198.815
feet to a point of tangency in said center line, said curved center line
having a radius of 1145.92 feet and a chord which bears North 60 degrees
00' 13" East, a distance of 1144.89 feet;

    Course No. 3: Thence North 30 degrees 02' 00" East along the center
line of said Parmly Road, a distance of 216.345 feet to a point of
curvature in said center line;

    Course No. 4: Thence continuing along the said center line of
Parmly Road, being a curved line deflecting to the right, a distance
of 314.16 feet to a point of tangency at the Easterly end of that
portion of Parmly Road dedicated in Volume D, Page 5 of Lake
County Records, as aforementioned said curved line having a radius
of 200 feet and a chord which bears 75 degrees 02' 00" East, a distance of
282.84 feet;




                                     A-451






<PAGE>   514
                                                                           (CEI)





    Course No. 5: Thence South 59 degrees 58' 00" East, continuing along
the center line of Parmly Road, 50 feet in width, as shown by the
dedication plat in Volume C, Page 432 of Lake County Road Records,
a distance of 592.19 feet to an angle therein;

    Course No. 6: Thence South 60 degrees 58' 35" East, continuing along
the center line of Parmly Road, a distance of 319.55 feet to a point
of curvature in said center line;

    Course No. 7: Thence continuing along the center line of Parmly
Road, being a curved line deflecting to the left, a distance of 288.825
feet to a point of tangency in said center line, said curved line having
a radius of 2604.35 feet and a chord which bears South 64 degrees 09' 12.5"
East a distance of 288.677 feet;

    Course No. 8: Thence South 67 degrees 19' 50" East, continuing along
the center line of Parmly Road, a distance of 300.545 feet to the
Northwesterly corner of land conveyed by Lester W. Donaldson and
Colleen E. Donaldson to Howard E. and Marjorie Heil by deed dated
July 31, 1947 and recorded in Volume 240, Page 139 of Lake County
Deed Records, said point being distant North 67 degrees 19' 50" West, as
measured along the center line of Parmly Road, a distance of 100
feet from the Northwesterly corner of land conveyed to Emma J.
Kothe and Anna M. Peters by deed dated March 2, 1939 and recorded
in Volume 168, Page 455 of Lake County Deed Records;

    Course No. 9: Thence South 23 degrees 25' 53" West along the Westerly
line of land conveyed to Howard E. and Marjorie Heil, as aforemen-
tioned, a distance of 275.17 feet to the Southwesterly corner thereof;

    Course No. 10: Thence South 67 degrees 19' 50" East along the South-
erly line of land 50 conveyed to Howard E. and Marjorie Heil, a
distance of 218.44 feet to the Westerly line of land conveyed to Emma
J. Kothe and Anna M. Peters, as aforementioned, said point being
distant South 00 degrees 01' 3.25" West, as measured along said Kothe and
Peter's West line, a distance of 298.13 feet from the center line of
Parmly Road;

    Course No. 11: Thence South 00 degrees 01' 32.5" West along said
Kothe and Peters' West line, a distance of 1860.195 feet to the South
line of said Original Perry Township Lot No. 96, which is also the
centerline of Clark Road, 60 feet in width, as shown by the dedication
plat in Volume C, Pages 391 to 394 of Lake County Road Records;

    Course No. 12: Thence North 89 degrees 50' 02" West along the center-
line of Clark Road, being also the South line of Original Perry Town-
ship Lots Nos. 96 and 97, a distance of 3021.20 feet to a Southeasterly
corner of land conveyed to the Trustees of Perry Township, Lake
County, Ohio, as aforementioned;



                                     A-452






<PAGE>   515
                                                                           (CEI)



    Course No. 13: Thence North 00 degrees 45' 19" East along an Easterly
line of land so conveyed to the Trustees of Perry Township, Lake
County, Ohio, a distance of 2048.583 feet to the place of beginning,
and containing 165.85898 acres of land according to the survey of
George M. Garrett and Associates, Registered Professional Engineers
and Surveyors, be the same more or less, but subject to all legal
highways.

    Parcels Nos. 124 through 145, inclusive, being the premises con-
veyed to the Company by deed recorded in Volume 759, Page 531 of
Lake County Record of Deeds.

    Parcel No. 127 is subject to an easement for gas pipe line pur-
poses and an assignment thereof as shown in an instrument recorded
in Volume 71, Page 363 of Lake County Record of Deeds.

    Parcel No. 131 is subject to restrictions as shown in an instru-
ment recorded in Volume 240, Page 139 of Lake County Record of
Deeds.

    Parcels Nos. 132 to 135, inclusive, are subject to an easement for
gas pipe line purposes and assignments thereof as shown in instru-
ments recorded in Volume 71, Page 453, Volume 282, Page 135 and
Volume 534, Page 448 of Lake County Record of Deeds.

    Parcels Nos. 137 and 138 are subject to an easement for gas pipe
line purposes and an assignment thereof as shown in instruments re-
corded in Volume 71, Page 364 and Volume 517, Page 460 of Lake
County Record of Deeds.

    Parcels Nos. 131 and 145 are subject to an easement for gas pipe
line purposes and an assignment thereof as shown in instruments
recorded in Volume 71, Page 367 and Volume 282, Page 49 of Lake
County Record of Deeds.

                                Parcel No. 146

    Situated in the Village of North Perry, County of Lake and State
of Ohio and known as being part of Original Perry Township Lot
No. 105, and bounded and described as follows:

    Beginning in the center line of Lockwood Road at a point at the
Southeast corner of land conveyed to Charles W. and Martha M.
Bradler by deed recorded in Volume 458, Page 344 of Lake County
Record of Deeds. Thence along the East line of said Bradler's land,
North 2 degrees 31' 40" East (passing through an iron pipe stake at 33.78
feet in the Northerly line of Lockwood Road) a distance of 475.12 feet
to a point in the low water line of Lake Erie. Thence along said low
water line, North 69 degrees 52' 40" East a distance of 96.23 feet to a point.
Thence by a line parallel with the East line of said Bradler's land,
South 2 degrees 31' 40" West (at 423.44 feet passing through an iron pipe
stake in the North line of Lockwood Road) a distance of 466.22 feet to

                                     A-453






<PAGE>   516
                                                                           (CEI)





a point in the center line of Lockwood Road. Thence along the center
line of Lockwood Road, South 65 degrees 10' West a distance of 100.00 feet
to the place of beginning and containing 0.960 of an acre of land as
surveyed and described by Fullerton and Kerr, Registered Engineers
and Surveyors. Be the same more or less, but subject to all legal high-
ways and waterways.

    Parcel No. 146 being the premises conveyed to the Company by
deed recorded in Volume 787, Page 843 of Lake County Record of
Deeds.

                              PHILLIPS SUBSTATION

                                Parcel No. 147

    Situated in the Township of Concord, County of Lake, and State
of Ohio, and known as being a part of Lot 13, Tract 3 in said Town-
ship and further bounded and described as follows:

    Beginning in the centerline of Girdled Road, 60 feet wide, at
its intersection with the Easterly right-of-way line of the Baltimore
and Ohio Railroad, said point being the Northwest corner of land
conveyed to Lucille F. Wonderchek, by deed Volume 484, Page 421
and Frank Wonderchek, Sr., (1/2 Int) by deed Volume 618, Page 334
of Lake County Records; thence North 68 degrees 10' 00" East along the
centerline of Girdled Road, a distance of 149.00 feet to a point therein;
thence South 21 degrees 50' 00" East, a distance of 125.81 feet; thence South
13 degrees 51' 05" West, a distance of 271.85 feet to a point in the Southerly
line of the aforementioned Wonderchek property, said point also
being in the Northerly line of land conveyed to Mary L. Weixel as
recorded in Volume 255, Page 120 and Volume 435, Page 221 of
Lake County Records and is also a point in the Southerly line of Lot
13; thence North 89 degrees 13' 30~ West along the Northerly line of land
conveyed to Mary Weixel, also known as the Southerly line of Lot 13,
a distance of 199.59 feet to the Easterly right-of-way line of the
Baltimore and Ohio Railroad, said line also being the Westerly line
of the aforementioned land conveyed to Lucille F. and Frank Wonder-
chek, Sr.; thence along said Baltimore and Ohio Railroad right-of-way
line and Westerly line of the Wonderchek property, a distance of
332.38 feet on the arc of a circle, the radius of which is 3769.83 feet
and having a chord of 332.28 feet which bears North 13 degrees 51' 05"
East to the centerline of Girdled Road and the principle place of
beginning and containing 1.5633 acres of land of which 0.1100 acres
is occupied by Girdled Road, more or less, according to a survey by
Ciuni-Zwick Associates in September, 1972, be the same more or less,
but subject to all legal highways.

    Parcel No. 147 being the premises conveyed to the Company by
deed recorded in Volume 772, Page 697 of Lake County Record of
Deeds.

                                     A-454






<PAGE>   517
                                                                           (CEI)




                             PINEGROVE SUBSTATION

                                Parcel No. 148

    Situated in the Village of Chardon, County of Geauga and State
of Ohio and known as being part of Lots Nos. 100 and 131 in the
Chardon Town Plat and more fully described as follows:

    Beginning at a point on the Northerly line of Fifth Avenue (50
feet wide) at its intersection with the Easterly line of lands of the
Baltimore and Ohio Railroad, said point also being the most South-
westerly corner of a parcel of land conveyed to The Ceico Company
by deed recorded in Volume 387, Page 542 of Geauga County Deed
Records; thence by the arc of a curve bearing to the left, Radius =
5779.65 feet, Arc = 468.73 feet, Chord = 468.60 feet and Chord
bearing North 20 degrees 47' 47" West along the Easterly line of said
Baltimore and Ohio Railroad and the Westerly line of said parcel
conveyed to The Ceico Company to a point at the Northwesterly
corner of said parcel conveyed to The Ceico Company; thence South
88 degrees 00' 00" East along the Northerly line of said parcel conveyed
to The Ceico Company, 312.32 feet to a point; thence South 1 degrees 58' 05"
West, 431.92 feet to a point on the Northerly line of Fifth Avenue,
as aforesaid; thence North 88 degrees 01' 55" West along the Northerly line
of Fifth Avenue, as aforesaid, 131.00 feet to a point and place of
beginning and containing 2.1641 acres of land according to a survey
by The Western Reserve Engineering and Surveying Company in
June, 1971, be the same more or less, but subject to all legal highways.

    Parcel No. 148 being the premises conveyed to the Company by
deed recorded in Volume 524, Page 566 of Geauga County Record of
Deeds.



                              [REMAINDER OF PAGE
                             INTENTIONALLY BLANK]





                                     A-455






<PAGE>   518
                                                                           (CEI)





                           ASHTABULA PLANT ADDITION

                                 Parcel No. 1

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio:

    Being known as sublots 12 and 13, Alpine Allotment, recorded in
volume 9, page 30, Ashtabula County Records of Plats.

    Source of Title: Volume 437, Page 553, Volume 434, Page 209.
Volume 681, Page 806, Ashtabula County Records.

                                 Parcel No. 2

    Situated in the Township of Ashtabula, County of Ashtabula,
and State of Ohio:

    Being known as sublots, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26,
27, 28, 29, 30, 31, 32, 33, 34, 35, 36 in the Alpine Allotment, recorded
in Volume 9, page 39, Ashtabula County Records of Plats; and being
the same more or less but subject to all legal highways.

    Source of Title: Volume 428, page 32, Volume 681, page 806,
Ashtabula County Records.

    Parcel Nos. 1 and 2 being the premises conveyed to the Com-
pany by deed recorded in Volume 793, Page 69 of Ashtabula County
Record of Deeds.

                                 Parcel No. 3

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and bounded and described as follows:

    Known as being Lot 11 in the Alpine Allotment of part of the
Erie Tract in Ashtabula Township, and recorded January 2, 1936, in
Volume 332, page 589, Ashtabula County Records.

    Together with the right to use in common, with the other owners
of said allotment, that parcel of land extending from the north line
of Alpine Drive to Lake Erie, which has been reserved for the use
in common of the owners of said allotment.

    Parcel No. 3 being the premises acquired by the Company by
appropriation pursuant to a Certificate of Appropriation recorded in
Volume 781 Page 211 of Ashtabula County Record of Deeds.




                                     A-456






<PAGE>   519
                                                                           (CEI)





                                 Parcel No. 4

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and described as follows: Being a part of Lots No. 1
in the Erie Tract and bounded and described as follows: Beginning
at a point in the east line of the west thirty (30) foot road laid out
by said Humphrey, which point is 185.8 feet northerly measured
along the east line of said road from a stone monument at the inter-
section of the east line of said road and the north line of the Lake
Road; thence easterly at right angles to said 30 foot road 75 feet;
thence northerly parallel with said 30 foot road, 50 feet, thence west-
erly at right angles to the last described line 75 feet to the east line
of said 30 foot road; thence southerly along the east line of said road
50 feet to the place of beginning and being lot No. 4 in the Jennie
Humphrey Allotment not yet recorded, together with the right to use
in common with adjoining owners, the streets laid out on said plat
by said Jennie Humphrey.

                                 Parcel No. 5

    Situated in the Township of Ashtabula, County of Ashtabula, and
State of Ohio, and described as follows: Known as being part of lot
No. 1 in the Erie Tract and bounded and described as follows: Com-
mencing at a point in the east line of the west 30 foot road laid out
by Jennie Humphrey, which point is one hundred thirty-five and eight
tenths (135.8) feet northerly measured along the east line of said 30
foot road from a stone monument at the intersection of said east line
with the north line of the Lake Road; thence easterly at right angles
to the last described line 75 feet; thence northerly parallel with the
east line of said 30 foot road, 50 feet; thence westerly parallel with
the first described line, 75 feet to the east line of said 30 foot road;
thence southerly along the east line of said 30 foot road, 50 feet to
the place of beginning and being lot No. 3 in the Jennie Humphrey
Allotment, not yet recorded, being the same more or leu but subject
to all legal highways.

                                 Parcel No. 6

    Situated in the Township of Ashtabula. County of Ashtabula, and
State of Ohio, and known as being part of Lot No. 1 in the Erie Tract
and bounded and described as follows: Commencing at a point in the
north line of the Lake Road which point is 47.3 feet easterly from a
stone monument at the intersection of the north line of said road and
the east line of west 30 foot road laid out by said Jennie Humphrey;
thence northerly parallel with said 30 foot road, 113.4 feet; thence
easterly at right angles to the last described line, 37.5 feet; thence




                                     A-457






<PAGE>   520
                                                                           (CEI)





southerly on a line parallel with the firs described line, 90.9 feet to
one north line of said Lake Road; thence westerly along the north
line of said Lake Road, 43.7 feet to the place of beginning and being
Lot No. 2 in the Jennie Humphrey Allotment, being the same more
or less but subject to all legal highways.

                                 Parcel No. 7

    Situated in the Township of Ashtabula and County of Ashtabula
and State of Ohio, and described as follows: Being part of Lot No. 1
in the Erie Tract and bounded and described as follows: Commencing
at a stone monument at the intersection of the north line of the Lake
Road, so-called and the west line of the east 30 foot road laid out by
Jennie Humphrey; thence northerly along the west line of said 30
foot road, 96 feet; thence westerly at right angles to the last de-
scribed line, 37.50 feet; thence southerly on the line parallel with
said 30 foot road, 118.4 feet to the north line of the Lake Road;
thence easterly along the north line of said Lake Road, 43.7 feet to
the place of beginning and being Lot No. 20 in the Jennie Humphrey
allotment not yet recorded.

                                 Parcel No. 8

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio and described as follows:

    Being part of Lot No. 1 in the Erie Tract and bounded and de-
scribed as follows: Commencing at a point in the north line of the
Lake Road 43.7 feet westerly measured along the line of said road
from a stone monument at the intersection of the north line of said
road and the west line of the east 80 foot road laid out by said Jennie
Humphrey; thence northerly parallel with said 30 foot road, 118.4
feet; thence westerly at right angles to the last described line, 37.5
feet; thence southerly parallel with the first described line, 140.9 feet
to the north line of the Lake Road; thence easterly along the north
line of said Lake Road, 43.7 feet to the place of beginning and being
Lot No. 19 in the Jennie Humphrey Allotment, not yet recorded.

                                 Parcel No. 9

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio; And known as being a part of Lot No. 1 in the Erie
Tract and bounded and described as follows: Commencing at a point
in the east line of the 30 foot road laid out by said Humphrey which
point is 128 feet from a stone monument at the intersection of the
east line of said road and the north line of the Lake Road, so-called:
thence northerly along the east line of said 30 foot road one hundred



                                     A-458






<PAGE>   521
                                                                           (CEI)





(100) feet; thence easterly at right angles to the last described line
77.6 feet; thence southerly at right angles to the last described lane
100 feet; thence westerly at right angles to the last described line
77.6 feet to the place of beginning and being Lots Nos. 23 and 24 in
the Jennie Humphrey Allotment in said Township, not yet recorded.

                                 Parcel No. 10

    Situated in the Township of Ashtabula, County of Ashtabula, and
State of Ohio; And known as being a part of Lot No. 1 in the Erie
Tract and bounded and described as follows: Commencing at a stone
monument at the intersection of the North line of Lake Road and the
east line of the east 30 feet road laid out by Jennie Humphrey; thence
northerly along the east line of said 30 foot road, 78 feet; thence
easterly at right angles to the last described line 77.6 feet to the east
line of said Humphrey property; thence southerly along the east line
of said Humphrey property; 31.5 feet to the north line of the Lake
Road; thence westerly along the north line of said Lake Road 90.5
feet to the place of beginning and being Lot No. 21 in the Jennie
Humphrey Allotment, not yet recorded.

                                 Parcel No. 11

    Situated in the Township of Ashtabula, County of Ashtabula, and
State of Ohio, and known as being a part of Lot No. 1 in the Erie
Tract and bounded and described as follows: Commencing at a point
in the east line of the east 30 foot road laid out by Jennie Humphrey;
which point is 78 feet northerly measured along the east line of said
30 foot road from a stone monument at the intersection of said road
with the north line of the Lake Road; thence easterly at right angles
to said 30 foot road; 77.6 feet to the east line of the Humphrey prop-
erty; thence northerly along the east line of said Humphrey property,
50 feet; thence westerly on a line parallel with the first described
line, 77.6 feet to the east line of said 30 foot road; thence southerly
along the east line of said 30 foot road 50 feet to the place of begin-
ning and being lot No. 22 in the Jennie Humphrey Allotment not yet
recorded, being the same more or less, but subject to all legal
highways.

                                 Parcel No. 12

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and described as follows:

    Being part of Lot No. 1 in the Erie Tract and bounded and de-
scribed as follows: to wit: Commencing at a point in the east line
30 foot road laid out by Jennie Humphrey, which point is 278 feet



                                     A-459






<PAGE>   522
                                                                           (CEI)





northerly measured along the east line of said 30 foot road from a
stone monument at the intersection of said road with the north line
of the Lake Road, thence easterly at right angles to said 30 foot road
77.6 feet to the east line of the Humphrey property; thence northerly
along the east line of the said Humphrey property 50 feet; thence
westerly on a line parallel with the first described line 77.6 feet to
the east line of said 30 foot road; thence southerly along the east line
of said 30 foot road 50 feet to the place of beginning and being lot 26
in the Jennie Humphrey Allotment not yet recorded.

                                 Parcel No. 13

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio, and described as follows:

    Being a part of Lot No. 1 in the Erie Tract and bounded and
described as follows: Commencing at a point in the line between lands
of said Jennie Humphrey and one Arvidson, which point is 281.5
feet northerly from the north line of the Lake Road; thence westerly
at right angles to the first described line 77.6 feet to the east line of a
30 foot road; thence northerly along the east line of said road 50
feet; thence easterly at right angles to the last described line 77.6
feet to lands of said Arvidson; thence southerly along the west line
of lands of said Arvidson 50 feet to the place of beginning and being
lot No. 27 in the Jennie Humphrey Allotment as surveyed by E. C.
Hrabeck on October 1916, which plat is not yet recorded. Being the
same premises conveyed to Gus E. Johnson by C. H. Eckler et al by
deed dated May 21, 1921 and recorded in Ashtabula County Records
of Deeds, Volume 254, page 428.

                                 Parcel No. 14

    Situated in the Township of Ashtabula, County of Ashtabula and
State of Ohio: And known as being Lot Number 28 of the proposed
Plat of the Jennie Humphrey Allotment which is part of the Lot No.
1 in the Erie Tract and bounded and described as follows:

    Commencing at a point 70 feet south of a cement monument
in the west line of lands formerly owned by Olaf Arvidson thence
westerly at right angles to Arvidson's west line seventy-seven and
six-tenths (77.6 )feet to the east line of the road running north from
the Lake Road; thence southerly along the east line of said road a
distance of 50 feet; which line is parallel with the west line of said
Arvidson's lot; thence easterly parallel with the north line 77.6 feet
to a point in Arvidson west line; thence northerly along Arvidson's
west line 50 feet to the place of beginning.



                                     A-460






<PAGE>   523
                                                                           (CEI)





    Parcels Nos. 4 to 14, inclusive, being the premises acquired by
the Company by appropriation pursuant to a Certificate of Appro-
priation recorded in Volume 781, Page 204 of the Ashtabula County
Record of Deeds.

                                 Parcel No. 15

    Situated in the Township of Ashtabula, County of Ashtabula,
and State of Ohio, and being sublots Nos. 14, 15, 37, 38 and 39 in
the Alpine Allotment as recorded in Volume 9, page 39, of the Ash-
tabula County Records of Plats; and

    That portion of said Alpine Allotment marked on the original
plat "Reserved" as recorded in Volume 9, page 39, of the Ashtabula
County Records of Plats and more particularly described as follows:

    Commencing at a point in the westerly line of Alpine Drive,
so-called, which point is 37.85 feet northerly as measured along the
westerly side of said Drive, from the northeast corner of Lot No. 13,
in said allotment; thence southwesterly 7.18 feet to an iron pin
which is set in an angle in the easterly line of land formerly owned
by Emil Lundi and John Purtilo; thence N. 10 degrees 5' West along the
easterly line of said Lundi and Purtilo land to the waters of Lake
Erie; thence northeasterly along the water's edge of Lake Erie to
the northwest corner of Lot No. 39 in said Alpine Allotment; thence
South 30 degrees 37' East along the westerly line of said Lot No. 39 to the
northerly line of Alpine Drive; thence westerly and southerly along
the northerly and westerly line of said Drive to the place of Be-
ginning.

    Parcel No. 15 being the premises acquired by the Company by
appropriation pursuant to a Certificate of Appropriation recorded in
Volume 795, page 106 of Ashtabula County Record of Deeds.

                                 Parcel No. 16

    Situated in the Township of Ashtabula, County of Ashtabula
and State of Ohio:

    And being Sublots Nos. 1. 2, 3, 4, 5, 6, and 7 in the Alpine Allot-
ment of part of the Erie Tract as recorded in Volume 9 of Plats, page
39 of Ashtabula County Records. As recorded in Volume 476, page
444 and Volume 553, page 286 of the Ashtabula County Records of
Deeds.

    Parcel No. 16 being the premises acquired by the Company by
appropriation pursuant to a Certificate of Appropriation recorded in
Volume 781, page 213 of Ashtabula County Record of Deeds.



                                     A-461






<PAGE>   524
                                                                           (CEI)





                         AVON LAKE PLANT FUEL STORAGE

                                 Parcel No. 17

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being a part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning at a stake set in the Easterly line of an 86.27 acre
parcel of land now or formerly owned by Maria V. Smith which stake
is distant Northerly along said Easterly line 1732.25 feet from a
stone monument marking the SouthEast corner of said 86.27 acre
parcel; thence from said place of beginning North 2 degrees 56' East along
said Easterly line 35 feet to a stake; thence North 87 degrees 04' West
90 feet to a stake set in the Easterly line of a proposed 40 foot high-
way known as Woodruff Avenue; thence South 2 degrees 56' West along
the said proposed Easterly 35 feet to a stake; thence South 87 degrees 04'
East 90 feet to the place of beginning, the above described parcel of
land is known as being SubLot No. 102 in The Krogh Barr Syndicates
Avon Beach Allotment, Proposed, be the same more or less, but sub-
ject to all legal highways.

    Parcel No. 17 being the premises conveyed to the Company by
deed recorded in Volume 1105, Page 637 of Lorain County Record
of Deeds.

                                 Parcel No. 18

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, bounded and described as follows:

    Beginning at a stake set in the Easterly line of an 86.27 acre
parcel of land now or formerly owned by Maria V. Smith which stake
is distant Northerly along said Easterly line 1627.25 feet from a
stone monument marking the southeast corner of said 86.27 acre
parcel; thence from said place of beginning North 2 degrees 56' 0" East
along said Easterly line 35 feet to a stake; thence North 87 degrees 04' 0"
West 90 feet to a stake set in the Easterly line of a proposed 40 foot
highway known as Woodruff Avenue; thence South 2 degrees 56' 0" West
along said proposed easterly line 35 feet to a stake; thence South
87 degrees 04' 0" East 90 feet to the place of beginning and further known
as being Sublot No. 105 of the Krogh-Barr Syndicate's Avon Beach
Allotment, proposed, be the same more or less, but subject to all
legal highways.

    Parcel No. 18 being the premises conveyed to the Company by
deed recorded in Volume 1105, Page 643 of Lorain County Record
of Deeds.



                                     A-462






<PAGE>   525
                                                                           (CEI)





                                 Parcel No. 19

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, bounded and described as follows:

    Beginning at a stone stake set in the Easterly line of an 86.27
acre parcel of land now or formerly owned by Maria V. Smith which
stake is distant Northerly along said Easterly line 1697.25 feet from
a stone monument marking the SouthEast corner of said 86.27 acre
parcel; thence from said place of beginning North 2 degrees 56' 0" East
along said Easterly line 35 feet to a stake; thence North 87 degrees 04' 0"
West 90 feet to a stake set in the Easterly line of a proposed 40 foot
highway known as Woodruff Avenue; thence South 2 degrees 56' 0" West
along said proposed Easterly line 35 feet to a stake; thence South
87 degrees 04' 0" East 90 feet to the place of beginning, the above described
parcel of land is known as being SubLot No. 103 in The Krogh-Barr
Syndicate's Avon Beach Allotment proposed, be the same more or less,
but subject to all legal highways.

    Parcel No. 19 being the premises conveyed to the Company by
deed recorded in Volume 1105, Page 639 of Lorain County Record
of Deeds.

                                 Parcel No. 20

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6, bounded and described as follows:

    Beginning at a stake set in the Easterly line of an 86.27 acre
parcel of land now or formerly owned by Maria V. Smith which
stake is distant Northerly along said Easterly line 1662.25 feet from
a stone monument marking the SouthEast corner of said 86.27 acre
parcel; thence from said place of beginning North 2 degrees 56' 0" East
along said Easterly line 35 feet to a stake; thence North 87 degrees 04' 0"
West 90 feet to a stake set in the Easterly line of a proposed 40 foot
highway known as Woodruff Avenue; thence South 2 degrees 56' 0" West
along said proposed Easterly line 35 feet to a stake; thence North
87 degrees 04' 0" East 90 feet to the place of beginning and further known
as being SubLot No. 104 in the Krogh-Barr Syndicate's Avon Beach
Allotment proposed, be the same more or less, but subject to all legal
highways.

    Parcel No. 20 being the premises conveyed to the Company by
deed recorded in Volume 1105, Page 641 of Lorain County Record
of Deeds.

    Parcels Nos. 17 to 20, inclusive, are subject to a building setback
restriction as shown in a deed recorded in Volume 201 Page 343 of
Lorain County Record of Deeds.


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<PAGE>   526
                                                                           (CEI)





                                 Parcel No. 21

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, bounded and described as follows:

    Beginning at a stake set in the Westerly line of a proposed 40
foot highway known as Avondale Avenue, which stake bears North
87 degrees 04' 0" West, 570 feet from a stake set in the Easterly line of
an 86.26 acre parcel of land now or formerly owned by Maria V.
Smith, which stake bears North 2 degrees 56' 0" Easterly 2012.25 feet from
a stone monument marking the SouthEast corner of said 86.27 acre
parcel; thence from said place of beginning North 87 degrees 04' 0" West
90 feet to a stake; thence West 2 degrees 56' 0" East 70 feet to a stake;
thence South 87 degrees 04' 0" East 90 feet to a stake set in the Westerly
line of Avondale Avenue; thence South 2 degrees 56' 0" West along said
Westerly line 70 feet to the place of beginning and known as being
SubLots Nos. 545 and 546 of The Krogh-Barr Syndicate's Avon
Beach Allotment proposed, be the same more or less, but subject to
all legal highways.

    Parcel No. 21 being the premises conveyed to the Company by
deed recorded in Volume 1111, Page 175 of Lorain County Record
of Deeds.

    Parcel No. 21 is subject to a building setback restriction as
shown in deeds recorded in Volume 190, Pages 14 and 15, respec-
tively, of Lorain County Record of Deeds.

                          BRUCE MANSFIELD POWER PLANT

                                 Parcel No. 22

    An undivided 6.5% interest in the following described real prop-
erty, known as the Bruce Mansfield Unit No. 1 Site and situate in
the Borough of Shippingport, County of Beaver, and Commonwealth
of Pennsylvania, and being more particularly bounded and described
as follows:

    BEGINNING at a concrete monument at the intersection of the
Pennsylvania Power Company's Bruce Mansfield Plant South property
line with the Westerly right-of-way line of the New Cumberland and
Pittsburgh Railroad (now Penn Central Railroad) said concrete
monument bears South 85 degrees 11' East, a distance of 152.70 feet, and
South 33 degrees 16' East, a distance of 324.80 feet from the Grantor's
Southwest property corner; thence from said concrete monument
South 51 degrees 00' East, a distance of 187.39 feet to a point, said point
bears North 51 degrees 00' West, a distance of 8.00 feet from the East-West




                                     A-464






<PAGE>   527
                                                                           (CEI)





baseline column row (P) of the Bruce Mansfield Plant; thence North
39 degrees 00' East, a distance of 2,010.35 feet to the North-South baseline
column row (10) and the true place of beginning of the premises herein to be
described and being the Southwest corner of the base of Unit No. 1; thence with
the Westerly edge of said base slab and parallel to column row (P) and North 51
degrees 00' West, a distance of 8.00 feet therefrom; North 39 degrees 00' East,
a distance of 280.00 feet to the Northwest corner of said base slab; thence
from the Northwest corner of said base slab, and parallel to column row (I) and
North 39 degrees 00' East, a distance of 6.00 feet therefrom; thence South 51
degrees 00' East, a distance of 164.00 feet to a corner of said slab; thence
paral- leled to column row (J) and South 51 degrees 00' East, a distance of
6.00 feet therefrom; thence South 39 degrees 00' West, a distance of 26.00 feet
to another corner which bears North 39 degrees 00' East, a distance of 6.00
feet from column row (2); thence continuing with the edge of said base slab and
parallel to column row (2) South 51 degrees 00' East, a distance of 258.75 feet
to the Northeast corner of said base slab; thence continuing with the edge of
said slab and parallel to column row (A) and South 51 degrees 00' East, a
distance of 6.00 feet therefrom, South 39 degrees 00' West, a distance of
254.00 feet to the Southwest corner of said base slab; thence with the
North-South baseline and column row (10), North 51 degrees 00' West, a distance
of 422.75 feet to the South- west corner of said base slab and the place of
beginning, containing 111,643 square feet, or 2.563 acres.

    Parcel No. 22 being the premises conveyed to the Company by
deed recorded in Volume 1029, Page 407 of Beaver County Record
of Deeds.

                                 Parcel No. 23

    An undivided 28.6% interest in the following described real
property, known as the Bruce Mansfield Unit No. 2 Site and situate
in the Borough of Shippingport, County of Beaver, and Common-
wealth of Pennsylvania:

    All that certain piece or parcel of land lying and being situate
in the Borough of Shippingport, County of Beaver, and Common-
wealth of Pennsylvania, and being more particularly bounded and
described as follows:

    BEGINNING at a concrete monument at the intersection of the
Pennsylvania Power Company's Bruce Mansfield Plant South prop-
erty line with the Westerly right-of-way line of the New Cumberland
and Pittsburgh Railroad (now Penn Central Railroad) said concrete
monument bears South 85 degrees 11' East, a distance of 152.70 feet, and
South 33 degrees 16' East, a distance of 324.80 feet from the Grantor's



                                     A-465






<PAGE>   528
                                                                           (CEI)





Southwest property corner thence from said concrete monument
South 51 degrees 00' East, a distance of 193.56 feet to a point, said point
bears North 51 degrees 00' West, a distance of 1.83 feet from the East-West
baseline column row (P) of the Bruce Mansfield Plant thence North
39 degrees 00' East, a distance of 1,763.02 feet to a point which bears North
39 degrees 00' East, a distance of 0.67 feet from column row (18) and the
true place of beginning of the premises herein to be described, and
being the Southwest corner of the base slab of Unit No. 2; thence
with the Westerly edge of Unit No. 2 North 39 degrees 00' East, a distance
of 98.33 feet to a point which bears North 39 degrees 00' East, a distance of
5.00 feet from column row (15); thence North 51 degrees 00' West, a dis-
tance of 6.17 feet to the edge of the base slab; thence with the West-
erly edge thereof, and North 51 degrees 00' West, a distance of 8.00 feet
from the East-West baseline column row (P), North 39 degrees 00' East,
a distance of 149.00 feet to the North-South baseline column row
(10) and the dividing line between Units 1 and 2; thence with said
dividing line, and with column row (10) South 51 degrees 00' East, a dis-
tance of 422.75 feet to the Northeast corner thereof; thence with the
East edge of the base slab and with a line that bears 51 degrees 00' East,
a distance of 6.00 feet from column row (A) South 39 degrees 00' West, a
distance of 254.00 feet to the Southeast corner thereof; thence with
the South edge of the base slab, and with a line that bears South
39 degrees 00' West, a distance of 6.00 feet from column row (18) North
51 degrees 00' West, a distance of 258.75 feet to a point that bears South
51 degrees 00' East, a distance of 6.00 feet from column row (J); thence
South 39 degrees 00' West, a distance of 19.00 feet; thence crossing said
base slab North 51 degrees 00' West, a distance of 95.33 feet to a point
which bears South 51 degrees 00' East, a distance of 0.67 feet from column
row (M); thence North 39 degrees 00' East, a distance of 25.67 feet to a
point which bears North 39 degrees 00' East, a distance of 0.67 feet from
column row (18); thence North 51 degrees 00' West, a distance of 62.50 feet
to the place of beginning, and containing 108,124 square feet, or
2.482 acres.

    Parcel No. 23 being the premises conveyed to the Company by
deed recorded in Volume 1029, Page 416 of Beaver County Record
of Deeds.

                                 Parcel No. 24

    An undivided 24.47% interest in the following described real
property, known as the Bruce Mansfield Unit No. 3 Site and situate
in the Borough of Shippingport, County of Beaver, and Common-
wealth of Pennsylvania, and being more particularly bounded and
described as follows:




                                     A-466






<PAGE>   529
                                                                           (CEI)





    BEGINNING at a concrete monument at the intersection of the
Pennsylvania Power Company's Bruce Mansfield Plant South prop-
erty line with the Westerly right-of-way line of the New Cumberland
and Pittsburgh Railroad (now Penn Central Railroad) said concrete
monument bears South 85 degrees 11' East, a distance of 152.70 feet and
South 33 degrees 16' East, a distance of 324.80 feet from the Grantor's
Southwest property corner; thence from said concrete monument
South 51 degrees 00' East, a distance of 187.39 feet to a point, said point
bears North 5 degrees 00' West, a distance of 8.00 feet from the East-West
baseline column row (P) of the Bruce Mansfield Plant; thence North
39 degrees 00' East, a distance of 1,248.35 to a point, being the intersection
of column row (35) and the true place of beginning of the premises
herein to be described and being the Southwest corner of the base
slab of Unit No. 3; thence with the Westerly edge of said base slab
and parallel to column row (P) and North 51 degrees 00' West, a distance
of 8.00 feet therefrom; North 39 degrees 00' East, a distance of 274.00 feet
to column row (26) being the Northwest corner of Unit No. 3 base
slab; thence from the Northwest corner of said base slab, and with
said column row (26) South 51 degrees 00' East, a distance of 164.00 feet
to a corner of said slab; thence parallel to column row (J) and
South 51 degrees 00' East, a distance of 6.00 feet therefrom; thence South
39 degrees 00' West, a distance of 20.00 feet to another corner which bears
North 39 degrees 00' East, a distance of 6.00 feet from column row (27);
thence continuing with the edge of said base slab and parallel to
column row (27) South 51 degrees 00' East, a distance of 258.75 feet to
the Northeast corner of said base slab; thence continuing with the
edge of said slab and parallel to column row (A) and South 51 degrees 00'
East, a distance of 6.00 feet therefrom, South 39 degrees 00' West, a dis-
tance of 254.00 feet to the intersection of column row (35) and being
the southeast corner of said base slab; thence with column row (35)
North 51 degrees 00' West, a distance of 422.75 feet to the Southwest corner
of said base slab and the place of beginning, containing 110,658.5
square feet, or 2.54 acres.

    Parcel No. 24 being the premises conveyed to the Company by
deed recorded in Volume 1029, Page 426 of Beaver County Record
of Deeds.

                                 Parcel No. 25

    An undivided 19.86% interest in the following described real
property, namely, Parcels I and Il, situate in the Borough of Ship-
pingport, County of Beaver, and Commonwealth of Pennsylvania:

    All those certain parcels or lots of land lying and being situate
in the Borough of Shippingport, County of Beaver, and Common-
wealth of Pennsylvania, being more particularly bounded and de-
scribed as follows:



                                     A-467






<PAGE>   530
                                                                           (CEI)





                                    Parcel I

    BEGINNING at an iron stake in the center of L.R. 483 at a point common to
lands of the Grantor herein and lands now or formerly of Wilbur L. Ambrose,
thence North 76 degrees 19' East. a distance of 519.75 feet to a point; thence
North 24 degrees 55' 30" East, a distance of 745.33 feet to a point; thence
North 22 degrees 1' East, a distance of 239.25 feet to a point; thence North 56
degrees 51' 30" West, a distance of 258.83 feet to a point; thence North 45
degrees 57' 30" East, a distance of 345.92 feet to a point; thence North 40
degrees 38' West, a distance of 512.60 feet to a point; thence North 61 degrees
15' East, a distance of 1,005.72 feet to a point; thence along lands now or
formerly of Ralph L. Weaton North 12 degrees 21' East, a distance of 735.45
feet to a point; thence continuing along lands of Ralph L. Weaton North 11
degrees 10' 30" East, a distance of 2,205.49 feet to a point; thence along line
of lands now or formerly of J. B. Crain South 77 degrees 30' West, a distance
of 536.25 feet to a point; thence North 12 degrees 30' West, a distance of
660.65 feet to a point which is the low water mark on the river bank of the
Ohio River; thence by the low water mark of the Ohio River, being approximately
72 degrees 27' West, a distance of 1,825.00 feet, more or less, to a point;
thence continuing along the edge of the Ohio River Southwesterly, a distance of
945.00 feet, more or less, to a point; thence North 42 degrees 15' West, a
distance of 27.00 feet to a point in the Ohio River; thence South 57 degrees
16' 30" West, a distance of 1,197.26 feet to a point in the Ohio River; thence
South 41 degrees 33' East, a distance of 43.84 feet to a point at the edge of
the river bank of the Ohio River; thence continuing along the edge of the Ohio
River the following courses and distances: South 53 degrees 25' 30" West, a
distance of 1,194.60 feet to a point; thence South 38 degrees 45' 30" West, a
distance of 2,512.06 feet to a point; thence South 34 degrees 32' West, a
distance of 143.92 feet to a point; thence South 21 degrees 18' West, a
distance of 190.19 feet to a point; thence South 59 degrees 13' West, a
distance of 343.67 feet to a point; thence South 32 degrees 48' West, a
distance of 439.17 feet to a point on the edge of the left bank of the Ohio
River; thence South 73 degrees 54' East, a distance of 312.00 feet to an iron
bar; thence North 71 degrees 21' East, a distance of 108.50 feet to an iron
bar; thence South 69 degrees 8' 30" East, a distance of 40.22 feet to an iron
bar on the Northerly edge of the right-of-way of the New Cum- berland &
Pittsburgh Railroad; thence along the Northerly edge of said right-of-way North
37 degrees 56' East, a distance of 183.66 feet to an iron bar; thence North 55
degrees 24' West, a distance of 40.07 feet to an iron bar; thence North 37
degrees 56' East, a distance of 193.70 feet to an iron bar; thence South 83
degrees 9' East, a distance of 46.71 feet to an iron bar; thence still
continuing along line of said right-of-way North 37 degrees 56' East, a
distance of 285.33 feet to an iron bar; thence North 62 degrees 10' East, a
distance of 109.66 feet to an iron bar; thence North



                                     A-468






<PAGE>   531
                                                                           (CEI)





37 degrees 56' East, a distance of 43.09 feet to an iron bar; thence South
85 degrees 11' East, a distance of 29.85 feet to a concrete monument; thence
North 37 degrees 56' East, a distance of 339.14 feet to a point; thence South
9 degrees 23' 3" West, a distance of 209.24 feet to a concrete monument;
thence South 37 degrees 56' West, a distance of 154.74 feet to an iron bar;
then South 52 degrees 4' East, a distance of 25.00 feet to an iron bar; thence
South 37 degrees 56' West, a distance of 60.00 feet to an iron bar; thence
South 13 degrees 42' West, a distance of 109.66 feet to an iron bar; thence
South 37 degrees 56' West, a distance of 140.65 feet to an iron bar; thence
South 83 degrees 9' East, a distance of 229.50 feet to an iron bar; thence
North 75 degrees 53' East, a distance of 575.85 feet to a point, common to
the lands of the Grantor herein, the New Bridge Development Com-
pany, and Martha C. Montgomery; thence continuing along line of
lands now or formerly of Martha C. Montgomery North 65 degrees 38' East,
a distance of 508.25 feet to a point; thence still along lands now or
formerly of Martha C. Montgomery South 39 degrees 52' East, a distance
of 288.75 feet to a point; thence along lands now or formerly of P. J.
Morrow South 49 degrees 19' West, a distance of 603.90 feet to a point,
in the right-of-way of L.R. 483; thence South 52 degrees 54' East, a distance
of 0.64 feet to a point on the center line of L.R. 483; thence con-
tinuing along the center line of said L.R. 483, a distance of 89.86
feet to a point; thence still continuing along the center line of said
route North 55 degrees 33' 30" East, a distance of 586.75 feet to a point;
thence continuing along the center line of said route in a Northeasterly
direction the following distances: 15.48 feet to a point, 100.18 feet
to a point, 212.73 feet to a point; thence still along said center line
in an Easterly direction 386.69 feet to a point; thence North 64 degrees 27'
East, a distance of 105.00 feet to an iron pipe; thence South 22  degrees 3'
East, a distance of 9.15 feet to a R.R. spike; thence South 80 degrees 59' 30"
East, a distance of 356.29 feet to a point; thence South 81 degrees 26' East,
a distance of 133.75 feet to a point; thence South 48 degrees 29' 30" East,
a distance of 17.00 feet to a spike on the center line; thence South
79 degrees 59' 30" East, a distance of 247.00 feet to a drill hole; thence
South 77 degrees 59' 30" East, a distance of 112.50 feet to a drill hole;
thence South 32 degrees 30' 30" West, a distance of 0.34 feet to a point
on the center line of L.R. 483; thence continuing along the center
line of said route in an Easterly direction 127.87 feet to a point;
thence North 33 degrees 47' East, a distance of 17.58 feet to a point; thence
South 32 degrees 43' East, a distance of 26.08 feet to a point; thence along
the center line of the right-of-way of L.R. 483 in an Easterly direction
608.67 feet to a point; thence still continuing along the center line
of said route in an Easterly direction, a distance of 137.23 feet to a
point; thence South 28 degrees 52' 30" West, a distance of 67.05 feet to a
concrete monument; thence along line of lands now or formerly of




                                     A-469






<PAGE>   532
                                                                           (CEI)





Wilmer C. Cain South 73 degrees 48' East, a distance of 198.00 feet to a drill
hole; thence South 38 degrees 49' East, a distance of 302.42 feet to an iron
stake in the center line of L.R. 483, the place of beginning.

    EXCEPTING therefrom all that parcel of land of the former New
Cumberland & Pittsburgh Railroad (now Penndel Company) bounded
and described according to two plans of survey made by Ohnsman
Engineers, Beaver Falls, Pennsylvania, dated June 1969 and revised
June 1971, and dated December 1971 and revised January 1972, re-
spectively, as follows, to wit:

    BEGINNING at a point which is 50.00 feet North 12 degrees 30' West
of the center line of the former New Cumberland & Pittsburgh Rail-
road (now Penndel Company) at railroad station 1663 + 12.42, which
point is common to the lands of the former New Cumberland & Pitts-
burgh Railroad (now Penndel Company), lands of Lee E. Whitmire,
Jr., Trustee, and lands now or formerly of J. B. Crain.

    THENCE from said place of beginning South 77 degrees 22' West, a
distance of 52.12 feet to a point; thence along the West right-of-way
line of the former New Cumberland & Pittsburgh Railroad (now
Penndel Company) 813.77 feet along the arc of a curve to the left
having a radius of 6,661.12 feet, the chord being South 73 degrees 52' West
813.26 feet to a point; thence 948.34 feet along the arc of a curve to
the left having a radius of 4,347.28 feet, the chord being South 64 degrees 7'
West 946.49 feet to a point; thence North 17 degrees 0' West, a distance of
2.23 feet to a concrete monument; thence South 60 degrees 45' West, a dis-
tance of 202.44 feet to a concrete monument; thence South 53 degrees 30'
West, a distance of 714.45 feet to a concrete monument; thence South
39 degrees 30' West, a distance of 20.96 feet to a concrete monument; thence
1,268.61 feet along the arc of a curve to the left having a radius of
11,509.19 feet, the chord being South 49 degrees 36' 30" West, a distance of
1,268.12 feet to a point; thence North 59 degrees 10' East, a distance of
488.91 feet to a point; thence along the East right-of-way line of the
former New Cumberland & Pittsburgh Railroad (now Penndel Com-
pany) 411.96 feet along the arc of a curve to the right having a radius
of 11,409.19 feet, the chord being North 48 degrees 40' East 411.84 feet to a
concrete monument; thence 227.47 feet along the arc of a curve to the
right having a radius of 11,409.19 feet, the chord being North
51 degrees 57' 30" East 458.97 feet to a point; thence 99.79 feet along the
arc of a curve to the right having a radius of 11,409.19 feet, the
chord being North 54 degrees 21' 30" East 99.79 feet to a concrete monu-
ment; thence South 22 degrees 59' East, a distance of 51.19 feet to a con-
crete monument; thence still continuing along the East right-of-way
line 437.76 feet along the arc of a curve to the right having a radius
of 11,359.19 feet, the chord being North 55 degrees 39' 30" East 437.74 feet



                                     A-470






<PAGE>   533
                                                                           (CEI)





to a concrete monument; thence 55.17 feet along the arc of a curve
to the right having a radius of 4,197.28 feet, the chord being North
57 degrees 8' 30" East 55.17 feet to a concrete monument; thence South
43 degrees 35' East, a distance of 101.95 feet to a concrete monument; thence
899.00 feet along the arc of a curve to the right having a radius of
4,097.28 feet. the chord being North 64 degrees 5' East 897.22 feet to a point;
thence 783.23 feet along the arc of a curve to the right having a radius
of 6,411.12 feet, the chord being North 73 degrees 52' East 782.74 feet to a
point; thence North 77 degrees 22' East, a distance of 51.54 feet to a point
common to lands of the former New Cumberland & Pittsburgh Rail-
road (now Penndel Company), lands of Lee E. Whitmire, Jr., Trustee,
and lands now or formerly of J. B. Crain; thence crossing said right-
of-way North 12 degrees 30' West, a distance of 250.00 feet to a point, the
place of beginning.

    EXCEPTING therefrom also the parcels described as Bruce Mans-
old Unit No. 1 Site, Bruce Mansfield Unit No. 2 Site and Bruce
Mansfield Unit No. 3 Site, as said parcels are more fully described in
three deeds of even date herewith from the Grantor herein and as re-
corded concurrently herewith in the Recorder of Deeds Office of
Beaver County, Pennsylvania.

    EXCEPTING also land conveyed by the Grantor herein to the
Beaver County industrial Development Authority as said land is
described in a deed dated June 18, 1973, and recorded in the Recorder
of Deeds Office of Beaver County, Pennsylvania, in Deed Book Volume
1011, Page 283.

                                   Parcel II

    BEGINNING at a point in the center line of L.R. 483 at a point
common to the parcel herein conveyed and land now or formerly of
Martha C. Montgomery (described in Deed Book Volume 965, Page
720); thence South 46 degrees 51' West, a distance of 250.00 feet to a R.R.
spike; thence North 43 degrees 9' West, a distance of 150.00 feet to an iron
pipe; thence along lands now or formerly of New Bridge Develop-
ment Company North 46 degrees 5' cast, a distance of 250.00 feet to a
point; thence South 43 degrees 9' East, a distance of 150.00 feet to a point,
the place of beginning, containing an area of 0.861 acre.

    Parcel No. 25 being the premises conveyed to the Company by
deed recorded in Volume 1029, Page 436 of Beaver County Record
of Deeds.

    Parcels Nos. 22 to 25, inclusive, are subject to:

    1. In the case of each of Parcels Nos. 22, 23 and 24, restrictions
       against partition of such Parcel or sale thereof for division



                        A-471






<PAGE>   534
                                                                           (CEI)





       of proceeds during and throughout the useful life of the
       Bruce Mansfield generating Unit now or hereafter con-
       structed thereon (known as Bruce Mansfield Units Nos. 1,
       2 and 3, respectively) and, in the case of Parcel No. 25,
       restrictions against partition of such Parcel or sale thereof
       for division of proceeds during and throughout the useful
       life of any of Bruce Mansfield Units Nos. 1, 2 and 3; and

    2. The right of each tenant in common owner thereof to mort-
       gage or create security interests in its tenant in common
       ownership interest therein and the improvements thereon
       without the consent of any other tenant in common owner,

all as shown in the aforesaid deeds; and to easements for electric
power line, transportation and common facility purposes as set forth
in an instrument recorded in Volume 1029, Page 456 of Beaver
County Record of Deeds. Portions of Parcels Nos. 22, 23, 24 and
25 are also subject to a railroad right of way as shown in an instru-
ment recorded in Volume 1009, Page 758 of Beaver County Record of
Deeds and to a related agreement of lease of railroad right of way as
shown in a deed recorded in Volume 1029, Page 436 of Beaver County
Record of Deeds; to an easement for dam, lock and flooding purposes
to the United States of America as shown in instruments recorded
in Volume 812, Page 179 and Volume 799, Page 166 of Beaver
County Record of Deeds; to easements for electric power line pur-
poses as shown in instruments recorded in Volume 984, Page 160,
Volume 404, Page 401, Volume 577, Page 119 and Volume 984, Page
169 of Beaver County Record of Deeds; to an easement for State High-
way Route No. 118 as shown in an instrument recorded in Volume 451,
Page 107 of Beaver County Record of Deeds; and to an easement for
private right of way purposes as shown in an instrument recorded
in Volume 194, Page 473 of Beaver County Record of Deeds.

                               DODGE SUBSTATION

                                Parcel No. 26

    Situated in the City of Westlake, County of Cuyahoga and State
of Ohio and known as being part of Original Dover Township Lot
No. 79, and bounded and described as follows: Northerly by the
Southerly line of land conveyed to The Cleveland Electric Illuminat-
ing Company, by deed dated February 5, 1963 and recorded in Vol-
ume 10674, Page 41 of Cuyahoga County Records; Southerly by the
Northerly line of land appropriated by the State of Ohio, as shown
by Judgment Settlement recorded in Volume 13602, Page 103 of



                                     A-472






<PAGE>   535
                                                                           (CEI)





Cuyahoga County Records; Easterly by the Westerly line of land
conveyed to The Kronenberger-Fodor Building Co., by deed dated
July 15, 1953 and recorded in Volume 7848, Page 640 of Cuyahoga
County Records, and Westerly by the Easterly line of land conveyed
to Rud-Ric, Inc., by deed dated September 12, 1956 and recorded in
Volume 8683, Page 183 of Cuyahoga County Records, be the same
more or less, but subject to all legal highways.

    Parcel No. 28 being the premises conveyed to the Company by
deed recorded in Volume 13643, Page 767 of Cuyahoga County Record
of Deeds.

    Parcel No. 28 is subject to a right of way for sewer purposes
as shown in an instrument recorded in Volume 125261, Page 815
of Cuyahoga County Record of Deeds and to the rights appropriated
by the State of Ohio for public highway purposes excluding limitation
of access pursuant to a Judgment Settlement recorded in Volume
13602, Page 103 of Cuyahoga County Record of Deeds.

                               OSAGE SUBSTATION

                                Parcel No. 27

    Situated in the Township of Newbury, County of Geauga and
State of Ohio and known as being part of Lot No. 18 in Tract No. 1
and Lot No. 5 in Tract No. 2 within said Township and described as
follows:

    Beginning in the center line of Auburn Road at the north-
easterly corner of land conveyed to E. and T. Zabar by deed recorded
in Volume 473, Page 118 of the Geauga County Records of Deeds, said
place of beginning being N. 02 degrees 15' 90" E. along said center line 24.21
feet from an iron pin in a monument box at an angle point in said
center line; Thence N. 83 degrees 45' 50" W. along the northerly line of said
Baber, passing through an iron pipe 30.00 feet from said centerline,
a total distance of 300.00 feet to an iron pipe; Thence N. 02 degrees 15' 50"
E. 200.00 feet to an iron pipe; Thence E. 85 degrees 46' 50" E. 300.00 feet to
the center line of Auburn Road and through an iron pipe 30.00 feet
therefrom; Thence S. 02 degrees 15' 50" W. along said center line 200.00 feet
to the place of beginning, containing 1.377 acres as surveyed in Octo-
ber 1972 by Lawrence Wilson, Registered Surveyor No. 5807.

    Parcel No. 27 being the premises acquired by the Company by
appropriation pursuant to a Judgment Entry Confirming Jury
Verdict recorded in Volume 558, Page 24 of Geauga County Record
of Deeds.

                                     A-473






<PAGE>   536
                                                                           (CEI)





                           PERRY NUCLEAR POWER PLANT

                                 Parcel No. 28

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being part of Lot 105 in said Village, and is
bounded and described as follows: Beginning at a point 110 feet west
of where a dividing line between land owned by Mildren C. Beckwith
and Marjorie M. Richardson intersects the centerline of Lockwood
Road; thence westerly along the center of Lockwood Road 100 feet to
a point; thence northeasterly to the low water mark of Lake Erie,
said line passing through an iron pipe stake 243 feet from the center
of said Lockwood Road; thence easterly along the water's edge ap-
proximately 90 feet; thence S. 9 degrees 41' E. to the center of Lockwood
Road and the place of beginning, said line passing through an iron
stake 222 feet from the center of said Lockwood Road, be the same
more or less, but subject to all legal highways and waterways.

    Excepting from the above described premises any part thereof
resulting through change in the shore line of Lake Erie occasioned
by other than natural causes or by natural causes other than accretion.

    Parcel No. 28 being the premises conveyed to the Company by
deeds recorded in Volume 797, Page 120 and in Volume 799 Page 690
of Lake County Record of Deeds.

                             Parcel No. 29

    Situated in the Village of North Perry, County of Lake and State
of Ohio: and known as being a part of Lot 114 in said Village and is
bounded and described as follows:

    Beginning at a point in the centerline of Lockwood Road, South
67 degrees and 42 minutes West, a distance of 300.00 feet from the
Southwest corner of land of Mary E. Corrigan, as recorded in Volume
366, Page 86 of Lake County Deed Records; Thence from said place
of beginning North, a distance of 698.63 feet to the water line of Lake
Erie; Thence along the waterline of Lake Erie, South 53 degrees, 47
minutes and 20 seconds West, a distance of 114.67 feet; Thence by a
line which bears South, a distance of 668.84 feet to the centerline of
Lockwood Road; Thence along the centerline of said Road, North 67
degrees and 42 minutes East, a distance of 100.00 feet to the place of
beginning and containing 1.452 acres of land as surveyed and des-
cribed by R. C. Dillworth, Reg. Surveyor No. 4215, Crabbs Surveying
Service, and being part of the same premises described in Volume
273, Page 428 of Lake County Records, be the same more or less, but
subject to all legal highways, and waterways.



                                     A-474






<PAGE>   537
                                                                           (CEI)





    Parcel No. 29 is subject to a deed restriction, if any, prohibiting
subdivision for resale as shown in a deed recorded in Volume 486,
Page 544 of Lake County Record of Deeds.

                                 Parcel No. 30

    Situated in the Village of North Perry, County of Lake and State
of Ohio; and known as being part of Lot 114, fronting on Lockwood
Road, containing approximately 0.153 acres of land, being the same
premises conveyed to Aleksandra Evert by instrument dated March
5, 1971, and recorded in Volume 748, Page 780, of Lake County
Records, and also known as Auditors Permanent Parcel No. 5A-10-5.

    Parcels Nos. 29 add SO being the premises acquired by the Com-
pany by appropriation pursuant to a Judgment Entry Confirming
Jury Verdict recorded in Volume 796, Page 946 of Lake County
Record of Deeds.

                       Parcel No. 31

    Situated in the Village of North Perry, County of Lake and State
of Ohio, and known as being a part of Lot No. 95 of Original Perry
Township and bounded and described as follows:

    Beginning at the southwest corner of Lot 95 in the center of the
highway (Center Road) thence along the south line of said lot 802.56
feet; thence N. 293 3/4 degrees E. 715.44 feet to the center of the highway
leading from Winchester's Grist Mill to Lake Erie (Parmly Road);
thence along the center of the highway N. 45 1/2 degrees W. 543.18 feet;
thence along the center of the road aforesaid N. 47 degrees W. 1012.44 feet
to the center of the North and South Road (Center Road), and also
the west line of Lot 95; thence south along the center of the last
mentioned road it being also the west line of lot 95 to the place of
beginning, containing 28.80 acres of land, be the same more or less,
but subject to all legal highways, excepting therefrom the following
6.57 acres of land conveyed to Carl F. Torch by Warranty Deed exe-
cuted May 31, 1968 and filed for record December 13, 1972 described
as follows:

    Beginning in the center of Parmly Road (Also referred to as
the highway leading from Winchester's Grist Mill to Lake Erie) at the
Northeast corner of the land of Frank Torch, as recorded in Lake
County Deed Records Vol. 300, Page 180, 182, being the Northwest
corner of the land of John W. Wakkila; Thence S. 29 3/4 degrees W., 10 chains,
84 links along the Easterly line of said Torch property to the South
line of said lot being the South line of Grantor's property; Thence
Westerly along said South line 160 feet to a point; Thence Northerly




                                     A-475






<PAGE>   538
                                                                           (CEI)





to the center line of Parmly Road to a point 640 feet west of the
place of beginning; Thence Easterly along the center line of Parmly
Road, S 47 degrees E. to an angle in the road; thence S. 45 1/2 degrees E. a
total distance of 640 feet to the place of beginning.

    Parcel No. 31 being the premises acquired by the Company by
appropriation pursuant to a Judgement Entry Coming Jury
Verdict recorded in Volume 797, Page 1400 of Lake County Record
of Deeds.

                                 Parcel No. 32

    Situated in the Village of North Perry, County of Lake and State of Ohio,
and known as being a part of Lot No. 95 of Original Perry Township, and bounded
and described as follows: Beginning in the center of Parmly Road (Also refered
to as the highway leading from Winchester's Grist Mill to Lake Erie) at the
Northeast corner of the land of Frank Torch, as recorded in Lake County Deed
Records Volume 300, Page 180, 182, being the Northwest corner of the land of
John W. Wakkila; thence S. 29 3/4 degrees W., 10 chains, 84 links along the
Easterly line of said Torch property to the South line of said lot, being the
South line of Grantor's property; thence Westerly along said South line 160
feet to a point; thence Northerly to the center line of Parmly Road to a point
640 feet West of the place of beginning; thence Easterly along th. center line
of Parmly Road, S. 47 degrees E. to an angle in the road; thence S. 45 1/2
degrees E. a total dis- tance of 640 feet to the place of beginning, containing
approximately 6.57 acres of land, be the same more or less, but subject to all
legal highways.

    Parcel No. 32 being the premises acquired by the Company by
appropriation pursuant to a Judgement Entry Confirming Jury
Verdict recorded in Volume 797, Page 1396 of Lake County Record
of Deeds.

                       Parcel No. 33

    Situated in the Village of North Perry, County of Lake and
State of Ohio and partly situated in the Township of Perry, County
of Lake and State of Ohio and known as being a part of Lot Number
Ninety-Five (95), bounded and described as follows:

    Beginning in the center of the Parmly Road where the same
intersects the Southerly line of Lot Number Ninety-Five (95); thence
N. 86 1/2 degrees W. along the said South line of Lot Number Ninety-Five
(95), being also the North line of Fifteen (15) acres in Lot Number
Eighty-Five (85) owned by Isabel C. Winters, to the Southeast corner


                                     A-476






<PAGE>   539
                                                                           (CEI)





of twenty-eight and 80/100 (28.80) acres owned by W. B. Child;
thence N. 29 3/4 degrees E. along the Southeasterly line of said Twenty-
Eight and 80/100 (28.80) acres, seven hundred fifteen and 44/100
(715.44) feet to the center of said Parmly Road; thence S. 42 1/4 degrees E.
along the center line of said road to an angle in said road; thence
continuing along the center line of said road to the place of begin-
ning, containing about six and one-half (6 1/2) acres, and includes
the three and 22/100 (3.22) acres described in deed to Eleazer
Parmly, Trustee. Volume 18, Page 17, be the same more or less, but
subject to all legal highways.

    Parcel No. 33 being the premises acquired by the Company by
appropriation pursuant to a Judgement Entry Confirming Jury
Verdict recorded in Volume 796, Page 726 of Lake County Record
of Deeds.



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                                     A-477






<PAGE>   540
                                                                           (CEI)





                           EASTLAKE ASH DISPOSAL SITE

                                 Parcel No. 1

    Situated in the City of Willoughby and City of Eastlake, County
of Lake and State of Ohio and known as being a part of Original
Willoughby Township Lots Nos. 1 and 2, Gore Tract and more fully
described as follows: Beginning at a point on the centerline of Car-
rel Road (60 feet wide) (sometimes called the Reeves Road) at the
Northeasterly corner of a parcel of land conveyed to Catherine Mahon
by deed recorded in Volume 530, Page 268 of Lake County Deed Rec-
ords; Thence South 3 degrees 24' 27" East along the centerline of Carrel
Road, as aforesaid, 4.38 feet to a point; Thence South 20 degrees 12' 50"
East along the centerline of Carrel Road, as aforesaid, 544.64 feet to
a point; Thence South 47 degrees 57' 36" East along the centerline of Carrel
Road, as aforesaid, 427.75 feet to a point; Thence South 29 degrees 57' 36"
East along the centerline of Carrel Road, as aforesaid, and along the
old centerline of Carrel Road as Vacated by the Board of County
Commissioners of Lake County, Ohio and recorded in Volume D,
Page 119 of Lake County Map Records, 1089.00 feet to a point;
Thence South 53 degrees 57' 36" East along the old centerline of Carrel
Road, as aforesaid, 605.30 feet to a point on the old centerline of
Lost Nation Road (60 feet wide); Thence South 1 degrees 52' 24" West
along the old centerline of Lost Nation Road, as aforesaid, 104.70
feet to a point at the Southeasterly corner of said parcel conveyed
to Catherine Mahon; Thence North 61 degrees 41' 36" West along the South-
erly line of said parcel conveyed to Catherine Mahon, 87.70 feet to
a point; Thence North 55 degrees 88' 36" West along the Southerly line of
said parcel conveyed to Catherine Mahon, 585.90 feet to a point;
Thence North 76 degrees 27' 36" West along the Southerly line of said
parcel conveyed to Catherine Mahon, 344.80 feet to a point; Thence
South 84 degrees 34' 24" West along the Southerly line of said parcel con-
veyed to Catherine Mahon, 351.00 feet to a point; Thence South
58 degrees 55' 24" West along the Southerly line of said parcel conveyed to
Catherine Mahon, 826.93 feet to a point on the Easterly line of Parcel
No. 2 of land conveyed to The Cleveland Electric Illuminating Com-
pany by deed recorded in Volume 623, Page 74 of Lake County Deed
Records; Thence North 40 degrees 27' 08" West along the Easterly line of
said parcel conveyed to The Cleveland Electric Illuminating Com-
pany, 1072.44 feet to a point; Thence North 39 degrees 57' 05" West along
the Easterly line of said parcel conveyed to The Cleveland Electric
Illuminating Company 755.10 feet to a point; Thence North 77 degrees 46'



                                     A-478






<PAGE>   541
                                                                           (CEI)





20" West along the Northerly line of said parcel conveyed to The
Cleveland Electric Illuminating Company 101.10 feet to a point;
Thence North 39 degrees 57' 05" West along the Easterly line of said par-
cel conveyed to The Cleveland Electric Illuminating Company 318.13
feet to a point; Thence North 23 degrees 12' 44" West along the Northeast-
erly line of said parcel conveyed to The Cleveland Electric Illuminat-
ing Company 20.97 feet to a point on the Easterly line of a parcel
of land conveyed to Antonio Marinelli by deed recorded in Volume
384, Page 413 of Lake County Deed Records; Thence North 1 degrees 44' 05"
East along the Easterly line of said parcel conveyed to Antonio Mari-
nelli and the Northerly prolongation thereof, 570.39 feet to a point
at the most Northwesterly corner of said parcel conveyed to Cath-
erine Mahon; Thence South 88 degrees 53' 55" East along the Northerly
line of said parcel conveyed to Catherine Mahon, 1892.90 feet to a
point and place of beginning and containing about 90.2739 acres of
land according to a survey by The W.R.E.S. Corporation in April,
1974, be the same more or less, but subject to all legal highways and
waterways.

    Excepting from the above described premises any part thereof
resulting through change in the course of Chagrin River occasioned
by other than natural causes or by natural causes other than
accretion.

    Parcel No. 1 being the premises conveyed to the Company by
two deeds recorded in Volume 796, Pages 1077 and 1082, respectively,
of Lake County Record of Deeds.

    Parcel No. 1 is subject to an easement for pipeline purposes
contained in an instrument recorded in Volume 385, Page 88 of Lake
County Record of Deeds and transferred by instrument recorded in
Volume 653, Page 128 of Lake County Record of Deeds; an ease-
ment for septic tank and leach bed and public or private roadway
purposes contained in an instrument recorded in Volume 623, Page
70 of Lake County Record of Deeds; a life estate over a 2.5261 acre
portion of said Parcel reserved in favor of Catherine Mahon during
her lifetime in a deed recorded in Volume 796, Page 1077 of Lake
County Record of Deeds; and a mortgage recorded in Volume 918,
Page 1088 of Lake County Record of Mortgages and subordinated to
the lien of the Indenture by instrument recorded in Volume 65, Page
1163 of Miscellaneous Mortgage Records of Lake County.





                                     A-479






<PAGE>   542
                                                                           (CEI)





                               JUSTIN SUBSTATION

                                 Parcel No. 2

    Situated in the City of Shaker Heights, County of Cuyahoga and
State of Ohio, and known as being Sublot No. 202-A in Calvin Luxen-
berg's Shaker-Lee Subdivision of part of Original Warrensville
Township Lots Nos. 22 and 32, as shown by the recorded plat in
Volume 175 of Maps, Page 14 of Cuyahoga County Records, and being
100 feet front on the Northerly side of Shaker Boulevard, and
extending back of equal width 200 feet deep, as appears by said plat,
be the same more or less, but subject to all legal highways.

                                Parcel No. 3

    Situated in the City of Shaker Heights, County of Cuyahoga and
State of Ohio, and known as being Sublot No. 202-B in Calvin Luxem-
berg's Shaker-Lee Subdivision of part of Original Warrensville
Township Lots Nos. 22 and 32, as shown by the recorded plat in
Volume 175 of Maps, Page 14 of Cuyahoga County Records, and being
129.82 feet front on the Northerly side of Shaker Boulevard, 34.77
feet on the curved turnout between the Northerly side of Shaker
Boulevard and the Westerly side of Lee Road, and extending back
179.18 feet deep on the Easterly line, which is also the Westerly side
of Lee Road, 200 feet deep on the Westerly line, and having a rear
line of 119.61 feet, as appears by said plat, be the same more or less,
but subject to all legal highways.

                                Parcel No. 4

    Situated in the City of Shaker Heights, County of Cuyahoga
and State of Ohio, and known as being part of Sublot No. 202 in
the Shaker Heights Land Company's Subdivision No. 4 of part of
Original Warrensville Township Lots Nos. 22 and 32, as shown by
the recorded plat in Volume 45 of Maps, Page 23 of Cuyahoga County
Records, and bounded and described as follows:

    Beginning at a point on the Northerly line of Shaker Boulevard
(130 feet wide), at a point distant 200 feet Easterly, measured along
said Northerly line, from the Southwesterly corner of said Sublot
No. 202; thence Northerly, 200 feet, parallel with the Westerly
line of said Sublot No. 202, to a point; thence Easterly, parallel with
the Northerly line of Shaker Boulevard, 100 feet to a point; thence
Southerly, parallel with the Westerly line of Sublot No. 202, 200
feet to the Northerly line of Shaker Boulevard; thence Westerly,
along the Northerly line of Shaker Boulevard, 100 feet to the place
of beginning, as appears by said plat, be the same more or less, but
subject to all legal highways.


                                     A-480






<PAGE>   543
                                                                           (CEI)





    Parcels Nos. 2, 3 and 4 being the premises conveyed to the Com-
pany by deed filed for record as Document No. 827847 with the
Cuyahoga County Recorder.

    Parcels Nos. 2, 3 and 4 may be subject to easements for slope and
sewer, water and gas pipeline purposes, covenants relating to relo-
cation, opening and use of and access to roads and set back and asse
restrictions as shown in a deed recorded in Volume 630, Page 346
of Cuyahoga County Record of Deeds and to building set back and
use restrictions as shown in a deed recorded in Volume 1200, Page
454 of Cuyahoga County Record of Deeds.


                               KEITH SUBSTATION

                                 Parcel No. 5

    Situated in the City of Warrensville Heights, County of Cuya-
hoga, and State of Ohio, and known as being part of Original War-
rensville Township Lot No. 90 and further bounded and described
as follows:

    Beginning in the centerline of Emery Road (60 feet wide as
originally established) at its point of intersection with the centerline
of Richmond Road (60 feet wide as originally established); thence
North 89 degrees 52' 20" East along said centerline of Emery Road, a
distance of 240.00 feet to a point therein; thence North 0 degrees 14' 10"
West, a distance of 480.00 feet along the East Right-of-Way line of
Taylor Lane, 50 feet wide, as dedicated in Volume 210, Page 45 of
Cuyahoga County Record Plats, to an angle point therein; thence
North 23 degrees 01' 41" East along said Easterly line of Taylor Lane, a
distance of 335.48 feet to a point therein and the principal place of
beginning of the parcel herein intended to be described;

    Thence continuing North 23 degrees 01' 41" East along said Easterly
line of Taylor Lane, a distance of 217.52 feet to the Northerly
Terminus of Taylor Lane and a point in the Southerly property line
of a parcel of land conveyed to the State of Ohio by deed recorded in
Volume 10194, Page 369 of Cuyahoga County Deed Records;

    Thence North 89 degrees 52' 20" East along the Southerly line of said
State of Ohio property, a distance of 250.00 feet to a point therein;

    Thence South 0 degrees 07' 40" East, a distance of 200.00 feet;

    Thence South 89 degrees 52' 20" West, a distance of 335.54 feet to a
point in the Easterly line of said Taylor Lane and the principal place



                                     A-481






<PAGE>   544
                                                                           (CEI)





of beginning, and containing 1.3442 acres of land, more or less,
according to a survey by Ciuni-Zwick Associates in December, 1972,
but subject to all legal highways.

    Parcel No. 5 being the premises acquired by the Company by
appropriation pursuant to a Journal Entry flied for record as Land
Title Registration Document No. 116992 in Cuyahoga County Record
of Land Title Registrations.



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                                     A-482






<PAGE>   545
                                                                           (CEI)





                           PERRY NUCLEAR POWER PLANT

                                 Parcel No. 1

    Situated in the Village of North Perry, County of Lake, and
State of Ohio:

    Being the following described portion of Lot No. 95 in said
Village: Beginning at a point on the center line of Center Road at the
Southwesterly corner of lands now or formerly of Frank C. Wood;
thence northeasterly along the center line of Center Road 432 feet to
the true place of beginning; thence North 14 degrees 30' East, along said
center line, 24 feet to a point; thence South 75 degrees 30, East 45 feet to
an iron pin, passing at 30 feet an iron pin on the easterly line of
Center Road; thence South 14 degrees 30' West 24 feet to an iron pin;
thence North 75 degrees 30' West 45 feet to the true place of beginning,
passing at 15 feet an iron pin on the easterly line of Center Road,
containing approximately .0248 acres, more or less, but subject to all
legal highways.

    Parcel No. 1 being the premises conveyed to the Company by
deed recorded in Volume 804, Page 1044 of Lake County Record of
Deeds.

                          INLAND SUBSTATION ADDITION

                                Parcel No. 2

    Situated in the City of Cleveland, County of Cuyahoga, and State
of Ohio, and known as being part of Original One Hundred Acre Lot
No. 424, and further bounded and described as follows:

    Beginning at a point in the centerline of Holton Avenue, S. E.,
(60 feet wide) at its intersection with the centerline of East 91st
Street (50 feet wide); thence North 89 degrees 30' 00" West along the
centerline of Holton Avenue, S. E., a distance of 144.91 feet; thence
South 0 degrees 09' 20" East a distance of 30.00 feet to a point in the South
Right-of-Way line of Holton Avenue, S. E.; then North 89 degrees 30' 00"
West along the South Right-of-Way line of Holton Avenue, S.E., a
distance of 253.50 feet to a point therein and the principal place of
beginning;

    Thence continuing North 89 degrees 30' 00" West, along the South
Right-of-Way line of Holton Avenue, S. E., extended, a distance of
294.66 feet to a point in the Easterly line of the Right-of-Way of
The Cleveland and Pittsburgh Railroad Company;



                                     A-483






<PAGE>   546
                                                                           (CEI)





    Thence along said Easterly line of The Cleveland and Pittsburgh
Railroad Company 50.38 feet along an arc having a radius of 2449.23
feet and a chord of 50.38 feet which bears North 16 degrees 53' 56" West to
a point in the South Right-of-Way line of Holton Avenue, S. E., (40
feet wide);

    Thence South 89 degrees 31' 06" East along said South Right-of-Way
line of Holton Avenue, S. E., 129.67 feet to a point of curvature
therein;

    Thence continuing along the South Right-of-Way line of Holton
Avenue, S. E., 16.31 feet along an arc having a radius of 55.00 feet
and a chord of 16.25 feet which bears South 81 degrees 01' 21" East;

    Thence continuing along the South Right-of-Way line of Holton
Avenue, S. E., 72 degrees 31' 36" East a distance of 142.46 feet to a point
of curvature;

    Thence continuing along the South Right-of-Way line of Holton
Avenue, S. E., 28.14 feet along an arc having a radius of 95.00 feet
and chord of 28.04 feet which bears South 81 degrees 00' 48" East to the
principal place of beginning according to a survey made by Steven V.
Ciuni Associates in November, 1974, revised December 23, 1974, be
the same more or less, but subject to all legal highways.

                                  Parcel No. 3

    Situated in the City of Cleveland, County of Cuyahoga, and State
of Ohio, and known as being part of Original One Hundred Acre Lots
Nos. 424 and 432 and further bounded and described as follows:

    Beginning at a point in the centerline of Holton Avenue, S. E.,
(60 feet wide) at its intersection with the centerline of East 91st
Street (50 feet wide); thence North 89 degrees 30' 00" West along the
centerline of Holton Avenue, S. E., a distance of 144.91 feet; thence
South 0 degrees 09' 20" East a distance of 30.00 feet to a point in the South
Right-of-Way line of Holton Avenue, S. E.; thence continuing South
0 degrees 09' 20" East a distance of 140.00 feet along the West line of Sub
Lot No. 47 in A.P. Winslow and C.O. Sharp's Allotment recorded
in Map Volume 5, Page 47 of Cuyahoga County Records to a point
in the North line of Sub Lot No. 44 in said A.P. Winslow and C.O.
Sharp's Allotment; thence North 89 degrees 30' 00" West along the North
line of said Sub Lot No. 44, a distance of 20.00 feet to the Northwest
corner of said Sub Lot No. 44;

    Thence South 0 degrees 09' 20" East, a distance of 881.49 feet to the
Southwest corner of Sub Lot No. 38 in the N.H. Ambler Subdivision
as recorded in Volume 5 of Maps, Page 25 of Cuyahoga County
Records and the principal place of beginning;



                                     A-484






<PAGE>   547
                                                                           (CEI)




    Thence North 89 degrees 54' 03" East along th. Southerly line of Sub
Lot No. 38 and the Southerly terminus of East 91st Street, a distance
of 180.00 feet to a point in the Southerly terminus of East 91st Street;

    Thence South 11 degrees 35'" West, a distance of 884.01 feet to a
point which is 0.50 feet from the West face of an existing concrete
retaining wall;

    Thence North 0 degrees 09' 20" West, a distance of 865.67 feet to the
principal place of beginning, according to a survey made by Ciuni-
Zwick Associates in June, 1973, revised December 23, 1974, be the
same more or less, but subject to all legal highways.

    Parcel Nos. 2 and 3 being the premises conveyed to the Company
by deeds recorded in Volume 13841, Page 973 and in Volume 13841,
Page 957, respectively, of Cuyahoga County Record of Deeds.

    Parcel No. 2 is subject to easements, if any, for various utility
purposes in favor of the City of Cleveland and public utilities with
respect to existing utility facilities located on, over and under the
portion of Parcel No. 2 formerly known as Holton Avenue, S. E., now
vacated; easements for bridge, sewer and water line purposes as
shown in a deed recorded in Volume 2312, Page 454 of Cuyahoga
County Record of Deeds; an easement for sewer purposes as shown
in an instrument recorded in Volume 4165, Page 249 of Cuyahoga
County Record of Deeds; and an easement for bridge purposes as
shown in a deed recorded in Volume 13841, Page 957 of Cuyahoga
County Record of Deeds.

                              RAINBOW SUBSTATION

                                Parcel No. 4

    Situated in the Township of Leroy, County of Lake and State of
Ohio and known as part of Lot No. 26 of said Township bounded and
described as follows: Beginning in the north line of said lot and
center of the highway at a point 660.0 feet east of a stone at the
northwest corner of said lot; thence S. 87 1/2 degrees E. along the center of
the road, 225.06 feet to the northwest corner of a ten acre piece of
land in square form in the northeast corner of said lot No. 26;
thence S 3 degrees W. along the west side of said ten acre piece of land
660.00 feet to a stake at the Southwest corner thereof; thence S.
87 1/2 degrees E. along the south line of said ten acre parcel 611.16 feet to
a stake 48.84 feet west of the lot line between Lots No. 26 and 27;
thence S. 3 degrees W. and parallel with the said last named lot line 756.36
feet to a stake; thence S. 87 1/2 degrees E. 48.84 feet to a stake in said lot
line; thence along the said lot line S. 3 degrees W. 322.74 feet to a stake at





                                     A-485






<PAGE>   548
                                                                           (CEI)





the southeast corner of said French farm thence N. 87-1/2 degrees W. 749.10
feet to a stake at the southeast corner of that part of said French farm at
this time conveyed to Sarah R. Knapp; thence along said Knapp's line N. 3-3/8
degrees E. 1078.44 feet to a stake; thence N. 87-1/2 degrees W.  147.84 feet to
a stake; thence N. 3-3/8 degrees E. 660.00 feet to the place of beginning
containing about twenty one and five one hundredths (21.05) acres of land, be
the same more or less, but subject to all legal highways.

                                 Parcel No. 5

    Situated in the Township of Leroy, County of Lake and State of
Ohio and known as being part of Lot No. 26 of said Township and
bounded and described as follows: Beginning at a stone in the center
of the road at the northwest corner of said lot, thence South 87 1/2
degrees East along the Center of the road ten (10) chains; thence
S. 3-3/8 degrees West and parallel with the west line of said lot ten
(10) chains to a stake; thence South 87 1/2 degrees East and parallel
with said road two (2) chains and twenty-four (24) links to a stake;
thence S. 3-3/8 degrees West sixteen (16) chains and thirty-four (34)
links to a stake in the south line of said French farm; thence North
87-1/2 degrees West along the south line of said farm twelve chains
(12) and twenty-four (24) links to a stake in the Lot line between
lot 26 and lot 25; thence North 3-3/8 degrees East along the said lot
line twenty-six (26) chains and thirty-four (34) links to the place
of beginning, containing about thirty (30) acres of land, be the same
more or less but subject to all legal highways. (Next previous record-
ing Vol. 182, Page 148)

    EXCEPTING THE FOLLOWING:

    Situated in the Township of Leroy, County of Lake and State of
Ohio: And known as being a part of Lot 26 in said Township and is
bounded and described as follows: Beginning at a stone monument
in the center line of Leroy Center Road at the northwest corner of
said Lot 26; thence along the center line of said Road South 87 degrees 30'
East a distance of 429.32 feet; thence by a line which bears South
2 degrees 59' 30" West (at 30.00 feet passing through an iron pipe stake in
the south line of said road a distance of 304.40 feet to an iron pipe
stake; thence by a line which bears North 87 degrees 30' West a distance of
429.32 feet to an iron pipe stake in the West line of said Lot 26;
thence along said lot line North 2 degrees 59' 30" East (at 274.40 feet
passing through an iron pipe stake in the south line of Leroy Center
Road) a distance of 304.40 feet to the place of beginning and con-
taining about 3.00 acres of land as surveyed and described by Fullerton
and Kerr, Registered Engineers and Surveyor (Next previous re-
cording Vol. 234, Page 137, Lake County Records of Deeds) Be the
same more or less, but subject to all legal highways.



                                     A-486






<PAGE>   549
                                                                           (CEI)





                                 Parcel No. 6

    Situated in the Township of Leroy, County of Lake and State of
Ohio and known as being a part of Lot 26 in said township and is
bounded and described as follows: Beginning at a stone monument in
the center line of Leroy Center Road at the northwest corner of said
Lot 26; thence along the center line of said Road South 87 degrees 30' East
a distance of 429.32 feet; thence by a line which bears South 2 degrees 59' 30"
West (at 30.00 feet passing through an iron pipe stake in the south
line of said road ) a distance of 304.40 feet to an iron pipe stake;
thence by a line which bears North 87 degrees 30' West a distance of 429.32
feet to an iron pipe stake in the west line of said Lot 26; thence
along said lot line North 2 degrees 59' 30" East (at 274.40 feet passing
through an iron pipe stake in the south line of Leroy Center Road)
a distance of 304.40 feet to the place of beginning and containing
about 3.00 acres of land as surveyed and described by Fullerton and
Kerr, Registered Engineers and Surveyors, be the same more or less,
but subject to all legal highways.

                                 Parcel No. 7

    Situated in the Township of Leroy, County of Lake and State of
Ohio, and known as being a part of Lot No. 26 in said Township and
bounded and described as follows: On the North by lands formerly
owned by Cyrus French, now deceased; On the East by the East line
of said Lot No. 26; On the South by lands now owned by C.I. Quine;
On the West by the West line of said Lot No. 26 and being all the
land in said Lot 26 owned by Enos Tew at the time of his decease.
containing about one hundred and forty acres of land, be the same
more or less, but subject to all legal highways. Also a road approxi-
mately 20 feet wide from R.J. Tew property west on the line between
the properties of John and Theresa Hosta and Effie Morse to the
North and South road, now known as the Brakeman Road.

    Parcel Nos. 4, 5, 6 and 7 being the premises conveyed to the Com-
pany by deed recorded in Volume 806, Page 1216, of Lake County
Record of Deeds.

    Parcel Nos. 4, 5, 6 and 7 are subject to an oil and gas lease
recorded in Volume 20, Page 1126 of Lake County Record of Leases.





                                     A-487






<PAGE>   550
                                                                           (CEI)





                          AVON LAKE PLANT ADDITION

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State of
Ohio, and known as being part of Original Avon Township Section
No. 6 and is further described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40 foot highway
known as Elberton Avenue, which stake bears North 87 degrees 04' 0" West, 750
feet from a stake set in the Easterly line of an 86.27 acre parcel of land now
or formerly owned by Maria V. Smith, which stake bears North 2 degrees 56'
East, along said Easterly line, 2117.25 feet from a stone monument marking the
SouthEast corner of said 86.27 acre parcel of land; thence from said place of
beginning North 02 degrees 56' East along the Easterly line of said proposed
highway 70 feet to a stake; thence South 87 degrees 04' 0" East, 90 feet to a
stake; thence South 2 degrees 56' West, 70 feet to a stake; thence North 87
degrees 04' West, 90 feet to the place of beginning. The above described parcel
of land is known as being SubLots Nos. 598 and 597 of the Krogh Barr
Syndicate's Avon Beach Allotment proposed, containing 0.178 acres, be the same
more or less, but subject to all legal highways.

Parcel No. 1 being the premises conveyed to the Company by deed
recorded in Volume 1147, Page 941 of Lorain County Records of
Deeds.

Parcel No. 1 is subject to building setback restrictions as set forth in
deed recorded in Volume 196, Page 441 of Lorain County Records
of Deeds.

                         AVON LAKE PLANT FUEL STORAGE

                                 Parcel No. 2

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40
foot highway known as Greenwood Avenue, which stake bears North
87 degrees 04' West 210 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which last mentioned stake bears North 2 degrees 56' East, 2152.25 feet
from a stone monument marking the SouthEasterly corner of said



                                     A-488






<PAGE>   551
                                                                           (CEI)





86.27 acre parcel; thence from said place of beginning North 2 degrees 56'
East along said Easterly line of Greenwood Avenue 35 feet to a stake;
thence South 87 degrees 04' East 90 feet to a stake; thence South 2 degrees 56'
West 35 feet to a stake; thence North 87 degrees 04' West 90 feet to the
place of beginning and being further known as SubLot No. 263 of
The Krogh-Barr Syndicate's "Avon Beach" Allotment proposed, as
surveyed by F. A. Pease, Engineering Company, be the same more
or less, but subject to all legal highways.

Parcel No. 2 being the premises conveyed to the Company by deed
recorded in Volume 1156, Page 892 of Lorain County Records of
Deeds.

Parcel No. 2 is subject to building setback restrictions as set forth in
deed recorded in Volume 175, Page 58 of Lorain County Records
of Deeds.

                        Parcel No. 3

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being SubLots Nos. 141, 142, 143 and 144 in
Avon Beach Properties Proposed Subdivision (Krogh Barr Syndicates
Avon Beach Allotment Proposed) of part of Original Avon Township
Lot No. 6 as shown by Lorain County Records, together forming a
parcel of land 150 feet front on the Easterly side of Woodruff
Avenue and extending back of equal width between parallel lines
90 feet as appears by said plat, be the same more or less, but subject
to all legal highways.

Parcel No. 3 being the premises conveyed to the Company by deed
recorded in Volume 1158, Page 82 of Lorain County Records of Deeds.

Parcel No. 3 is subject to building setback restrictions as set forth in
deed recorded in Volume 185, Page 14 of Lorain County Records
of Deeds.

                               FABER SUBSTATION

                                   Parcel No. 4

Situated in the City of Parma, County of Cuyahoga and State of
Ohio, and known as being part of Original Parma Township Lot
No. 40 in the Ely Tract and bounded and described as follows:

Beginning at a point in the centerline of York Road (80 feet wide)
being North 0 degrees 00' 01" West, 636.40 feet measured along said
centerline (which is also the Westerly line of Lot No. 40) from
the Southwesterly corner of said Lot No. 40; Thence North 89 degrees 45'
15" East, 40.00 feet to a point in the Easterly Right of Way line



                        A-489






<PAGE>   552
                                                                           (CEI)





of York Road (80 feet wide) and the principal place of beginning;
Thence North 0 degrees 00' 01" West along said Easterly Right of Way
line of said York Road 48.67 feet to a point; Thence South 84 degrees 24'
30" East, 478.57 feet to a point; Thence South 89 degrees 45' 15" West,
476.30 feet to the principal place of beginning, and containing 0.266
acres of land according to a survey by Peter C. Zwick, Registered
Ohio Surveyor No. 4929, made April, 1976, be the same more or
less, but subject to all legal highways.

Parcel No. 4 being the premises conveyed to the Company by deed
recorded in Volume 14265, Page 753 of Cuyahoga County Records
of Deeds.

Parcel No. 4 is subject to a right of way for pipeline and telegraph
or telephone line purposes as shown in an instrument recorded in
Volume 6261, Page 88 and in Volume 6618, Page 67 of Cuyahoga
County Records of Deeds; an oil and gas lease recorded in Volume
274, Page 139 and in Volume 278, Page 559 of Cuyahoga County
Record of Leases; and a right of way for pipeline purposes as shown
in an instrument recorded in Volume 9760, Page 369 of Cuyahoga
County Records of Deeds.

                        Parcel No. 5

    Situated in the City of Parma, County of Cuyahoga and State of
Ohio and known as being part of Original Parma Township Lot No.
40 in the Ely Tract, and bounded and described as follows:

    Beginning at a point in the centerline of York Road (80 feet
wide) being North 0 degrees 00' 01" West 451.40 feet measured along
said centerline (which is also the Westerly line of Lot No. 40)
from the Southwesterly corner of said Lot No. 40;

  Thence North 89 degrees 45' 15" East, 40.00 feet to a point in the
Easterly right-of-way line of York Road (80 feet wide) and the
principal place of beginning;

    Thence North 0 degrees 00' 01" West, continuing along the Easterly
right-of-way line of said York Road, 185.00 feet to a point;

    Thence North 89 degrees 45' 15" East 600.00 feet to a point;

    Thence South 0 degrees 00' 01" East 185.00 feet to a point;

    Thence South 89 degrees 45' 15" West, 600.00 feet to the principal
place of beginning, containing an area of about 2.548 acres of land
being the same more or less, but subject to all legal highways.

    Excepting therefrom the Westerly 10 feet appropriated by the
County of Cuyahoga in Probate Court Case No. 810230.



                                     A-490






<PAGE>   553
                                                                           (CEI)





Parcel No. 5 being the premises conveyed to the Company by deed
recorded in Volume 14296, Page 769 of Cuyahoga County Records
of Deeds.

Parcel No. 5 is subject to an easement for drainage purposes and
slope rights established in Appropriation Case No. 810230 filed in the
Probate Court of Cuyahoga County and a right of way for pipeline
purposes as shown in an instrument recorded in Volume 6264, Page
321 of Cuyahoga County Records of Deeds.

                              FREEDOM SUBSTATION

                                Parcel No. 6

    Situated in the City of Lakewood, County of Cuyahoga and State
of Ohio, and known as being part of Original Rockport Township
Section No. 22 and bounded and described as follows:

    Beginning at the intersection of the Northerly right of way line
of the Norfolk and Western Railway Company with the Westerly line
of premises conveyed to Mary A. Worthen by deed recorded in
Volume 235, Page 572 of Cuyahoga County Records; thence North
1 degrees 4' 00" West along the Westerly line of premises so conveyed 85.70
feet to the Southeasterly side of Merl Avenue; thence Northeasterly
in a direct line about 98 feet to a point in the Southerly line of Merl
Avenue as shown by the recorded plat in Volume 80, Page 2 of Cuya-
hoga County Records, said point being Westerly 304.02 feet from a
point of curve; thence North 89 degrees 29' 30" East along the Southerly
line of Merl Avenue 304.02 feet to a point of curve; thence South-
easterly 54.44 feet along the arc of a circle deflecting to the right,
having a radius of 38.09 feet and a chord which bears South 49 degrees 34'
03" East 49.92 feet to a point of reverse curve; thence Southeasterly
69.13 feet along the Westerly curved line of Bunts Road, being the
arc of a circle defecting to the left having a radius of 408.66 feet
and a chord which bears South 13 degrees 28' 22" East 69.05 feet to the
Northerly line of the right of way of the Norfolk and Western Rail-
way Company; thence South 89 degrees 29' 30" West along said Westerly
line 454.64 feet to the place of beginning, be the same more or less,
but subject to all legal highways.

    Parcel No. 6 being the premises conveyed to the Company by
deed recorded in Volume 14406, Page 861 of Cuyahoga County Rec-
ords of Deeds.

    Parcel No. 6 is subject to a reservation of a reversionary interest
in the fee title to Merl Avenue adjoining Parcel No. 6, in favor of
the New York, Chicago and St Louis Railroad Company as set forth
in a deed recorded in Volume 3743, Page 416 of Cuyahoga County
Records.


                        A-491






<PAGE>   554
                                                                           (CEI)





                          JUNIPER SUBSTATION ADDITION

                                 Parcel No. 7

    Situated in the Village of Walton Hills, County of Cuyahoga
and State of Ohio and known as being a part of Original Bedford
Township Lot No. 82, and bounded and described as follows:

    Beginning on the Northerly line of a parcel of land conveyed
to The Cleveland Electric illuminating Company by deed dated
July 17, 1958, and recorded in Volume 9409, Page 408 of Cuyahoga
County Records at its intersection with the Westerly line of Original
Bedford Township Lot No. 82 as aforementioned;

    Course No. 1: Thence South 89 degrees 24' 53" East along said North-
erly line a distance of 728.75 feet;

    Course No. 2: Thence North 0 degrees 35' 07" East a distance of
330.00 feet;

    Course No. 3: Thence North 89 degrees 24' 53" West a distance of
197.715 feet to the Southeasterly line of land in Parcel No. 2 con-
veyed to Joseph S. Kolis and Anna Kolis by deed dated June 21,
1943, and recorded in Volume 5613, Page 24 of Cuyahoga County
Records;

    Course No. 4: Thence South 54 degrees 00' 37" West along said South-
easterly line a distance of 283.08 feet to an angle therein;

    Course No. 5: Thence North 89 degrees 26' 40" West along the South-
erly line of land in Parcel No. 2 conveyed as aforementioned to
Joseph S. and Anna Kolis, a distance of 305.35 feet to the Southwest-
erly corner thereof, and the Westerly line of Original Bedford Town-
ship Lot No. 82;

    Course No. 6: Thence due South along the Westerly line of Origi-
nal Bedford Township Lot No. 82, a distance of 161.17 feet to the
place of beginning, according to the survey of Garrett & Associates,
Inc., Registered Professional Engineers and Surveyors, be the same
more or less, but subject to all legal highways.

Parcel No. 7 being the premises conveyed to the Company by deed
recorded in Volume 14239, Page 157 of Cuyahoga County Records of
Deeds.

                              LA PORTE SUBSTATION

                                  Parcel No. 8

    Situated in the City of Willoughby Hills, County of Lake and
State of Ohio, and known as being a part of Willoughby Township
Lot No. 4, Tract No. 3, and is further bounded and described as
follows:


                                     A-492






<PAGE>   555
                                                                           (CEI)





    Beginning at a point in the centerline of the Euclid Chardon Road
which is South 53 degrees 38' West a distance of 417-68/100 feet along the
centerline of the said road from the South West corner of land of
Anton and Angel Bozeglav. Thence by a line which bears North 0 degrees 09'
West (passing through an iron pipe stake in the Northerly line of the
Euclid Chardon Road) a distance of 401-63/100 feet to an iron pipe
stake. Thence by a line which bears North 89 degrees 45' West a distance of
262-14/100 feet to an iron pipe stake. Thence by a line which bears
South 0 degrees 09' East passing through an iron pipe stake in the Northerly
line of the Euclid Chardon Road a distance of 595-43/100 feet to
the centerline of the said road. Thence along the centerline of said
road, North 53 degrees 38' East a distance of 324-92/100 feet to the place of
beginning and containing about 3-000/1000 acres of land as surveyed
and described by J.M. Crabbs, Registered Engineer and Surveyor,
No. 387, September 26, 1939, be the same more or less, but subject
to all legal highways.


                        Parcel No. 9

    Situated in the City of Willoughby Hills, County of Lake and
State of Ohio, and known as being a part of Willoughby Township
Lot No. 4, Tract No. 3, and is further bounded and described as
follows:

    Beginning at a point in the centerline of Eddy Road which is
North 89 degrees 45' West along the centerline of said road, a distance of
566-98/100 feet from the East line of said Lot No. 4, Tract No. 3.
Thence by a line which bears South 0 degrees 09' East (passing through an
iron pipe stake at 30-00/100 feet) a distance of 498-51/100 feet to
an iron pipe stake. Thence by a line which bears North 89 degrees 45' West
a distance of 262-14/100 feet to an iron pipe stake. Thence by a line
which bears North 0 degrees 09' West (passing through an iron pipe stake
at 468-51/100 feet) a distance of 498-51/100 feet to the centerline of
Eddy Road. Thence along the centerline of the said road, South 89 degrees 45'
East a distance of 262-14/100 feet to the place of beginning and con-
taining about 3-000/1000 acres of land as surveyed and described by
J. M. Crabbs, Registered Engineer and Surveyor No. 387, Septem-
ber 26, 1939, be the same more or less, but subject to all legal
highways.

    Excepting from the above 2 parcels approximately 3.24 acres of
land acquired by the State of Ohio for highway purposes by appropria-
tion proceedings shown in Lake County Probate Court Civil Case
Docket 7, Page 214.




                                     A-493






<PAGE>   556
                                                                           (CEI)





Parcel Nos. 8 and 9 being the premises conveyed to the Company by
deed recorded in Volume 817, Page 456 of Lake County Records of
Deeds.

Parcel Nos. 8 and 9 are subject to the rights appropriated by the
State of Ohio for public highway purposes, including limitation of
access, pursuant to appropriation proceedings in Lake County Probate
Court Civil Case, Docket 7, Page 214.

                               NEWELL SUBSTATION

                                  Parcel No. 10

    Situated in the City of Mentor, County of Lake and State of Ohio:
and known as being Sublot No. 59 in the Goodhold Farms Subdivision,
as proposed of a part of Original Mentor Township, Blake Lot, in
Tract No. 5, said Sublot No. 59 is bounded and described as follows:
Beginning at a point in the Southeasterly side of St. Clair Ave.
(80-0/10 feet in width) as dedicated in plat recorded in Volume R of
Maps, Page 81 of Lake County Records, which is North 52 degrees 17' East
a distance of 2883-27/100 feet from its intersection with the Easterly
side of Reynolds Road (60 feet in width) said point being also the
most Northerly corner of Sublot No. 58 in said proposed Subdivision;
thence South 37 degrees 43' East along the Northeasterly line of said Sublot
No. 58 a distance of 395-60/100 feet to a point in the Northwesterly
line of the New York Central Railroad Company right-of-way; thence
North 52 degrees 17' East along the Northwesterly line of said right-of-way
a distance of 200-0/100 feet to a point which is the most Southerly
corner of Sublot No. 60 in said Proposed Subdivision; thence North
37 degrees 43' West along the Southwesterly line of said Sublot No. 60 a
distance of 395-60/100 feet to a point in the Southeasterly side of St.
Clair Ave.; thence South 52 degrees 17' West along the Southerly side of
St Clair Avenue a distance of 200-0/100 feet to the place of beginning,
containing about 1-82/100 acre of land, be the same more or less, but
subject to all legal highways.

    Excepting and Reserving Therefrom the following: Situated In
the City of Mentor, County of Lake and State of Ohio, and known as
being part of Original Mentor Township Blake Lot and bounded and
described as follows: Beginning on the Northwesterly right-of-way
line of The New York Central Railroad at the most Southerly corner
of land conveyed to Irene Julia Neuman and Ernest Conrad Neuman
by deed dated June 8, 1943 and recorded in Volume 194, Page 226 of
Lake County Records; thence North 50 degrees 14' 30" East along said
right-of-way line, 200 feet to the most Easterly corner of land con-




                                     A-494






<PAGE>   557
                                                                           (CEI)





veyed to Irene Julia Neuman and Ernest Conrad Neuman; thence
North 39 degrees 45' 30" West along the Northeasterly line of land conveyed
to Irene Julia Neuman and Ernest Conrad Neuman, 180 feet; thence
South 50 degrees 14' 30" West parallel with said right-of-way line, 200 feet
to the Southwesterly line of land so conveyed to Irene Julia Neuman
and Ernest Conrad Neuman; thence South 39 degrees 45' 30" East along said
Southwesterly line, 180 feet to the place of beginning; containing
about 0.8264 acre of land, be the same more or less, but subject to
all legal highways.

Parcel No. 10 being the premises conveyed to the Company by deed
recorded in Volume 812, Page 239 of Lake County Records of Deeds.

Parcel No. 10 is subject to a reservation to maintain sewer lines for
drainage of the above described premises and adjoining lands, as set
forth in a deed recorded in Volume 194, Page 226 of Lake County
Records of Deeds.

                           PERRY NUCLEAR POWER PLANT

                                 Parcel No. 11

    Situated in the Village of North Perry, County of Lake and
State of Ohio: And known as being a part of Lot 114 in Perry
Township, being more particularly described as follows: Beginning
in the center line of Lockwood Road at the northwesterly corner
of a parcel of land owned by Lawrence and Edith C. Gibson and
recorded in Volume 390, Page 472, of Lake County Record of Deeds:
Thence along the west line of said Gibson's parcel of land, South
3 degrees 58' 30" West, 300.00 feet to a point; Thence parallel with Lock-
wood Road, South 71 degrees 38' West, 100.00 feet to a point; Thence by a
line parallel with said Gibson's west line, North 3 degrees 58' 30" East,
300.00 feet to the center line of Lockwood Road; Thence along the
center line of said road, North 71 degrees 38' East, 100.00 feet to the place
of beginning. Continuing about 0.637 acre of land according to a sur-
vey made by Clyde C. Hadden, Registered Surveyor No. 926. Be the
same more or less but subject to all legal highways.

                                 Parcel No. 12

    Situated in the Village of North Perry, County of Lake and
State of Ohio: Known as being a part of Lot 114 in said Village
and is bounded and described as follows: Beginning in the center
line of Lockwood Road at the northwest corner of land of Edward
C. and Ruth E. Hovlik, as recorded in Volume 456, Page 464 of
Lake County Deed Records; Thence along the westerly line of land
of the said Hovlik, South 3 degrees, 58 minutes and 30 seconds West,



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<PAGE>   558
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a distance of 300.00 feet to the Southwest corner of land of the said
Hovlik; Thence by a line which bears South 71 degrees and 38 minutes
West, a distance of 50.00 feet to a point; thence by a line which
bears North 3 degrees 58 minutes and 30 seconds East, a distance
of 300.00 feet to the center line of Lockwood Road; Thence along
said center line North 71 degrees and 38 minutes East, a distance of
50.00 feet to the place of beginning and containing about 0.319
acres of land as calculated and described by R. C. Dillworth, Reg.
Surveyor No. 4215, Crabbs Surveying Service. Be the same more
or less, but subject to all legal highways.

Parcel Nos. 11 and 12 being the premises conveyed to the Company
by deed recorded in Volume 818, Page 442 of Lake County Records
of Deeds.



                              [REMAINDER OF PAGE
                             INTENTIONALLY BLANK]





                                     A-496






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                                                                           (CEI)





                  DAVIS-BESSE NUCLEAR POWER STATION ADDITION

                                 Parcel No. 1

    Such undivided interest in the following described real property,
namely Parcels I, II and III, situated in the Township of Carroll,
County of Ottawa, State of Ohio, which, when added to the interest
therein owned by the Company prior to April 28, 1976, equals
a 51.38% undivided tenant-in-common interest:

                                   Parcel I

    That part of Fractional Section 1 and Section 2, Town-7-North,
Range-15 East; that part of Fractional Sections 6 and 7, Town-7-
North, Range-16-East; and that part of Fractional Sections 35 and
36, Town-8-North, Range-15-East; and part of Sand Beach, Plat 3,
in Carroll Township, Ottawa County, Ohio, bonded and described as
follows:

    Beginning at a point on the North and South centerline of said
Section 2, that is 50.0 feet North of the South 1/4 corner of said
Section 2 (said North and South centerline of said Section 2 being
also the centerline of State Route 2); thence North 00 degrees 54' 22" West
along the North and South centerline of said Section 2 a distance of
2589.94 feet to a brass plate monument at the center corner of said
Section 2; thence North 00 degrees 37' 22" West along the North and South
centerline of said Section 2 a distance of 2085.89 feet to a point of
curve; thence continuing Northwesterly along the centerline of State
Route 2 and along a circular curve to the left, having a radius of
701.58 feet for an arc distance of 885.70 feet, the said arc subtending
a central angle of 72 degrees 19' 57", said last described point being 30.0
feet
by rectangular measurement Southerly of the North line of the
Northwest 1/4 of said Section 2; thence South 89 degrees 46' 22" East along
a line that is 30.0 feet by rectangular measurement Southerly of and
parallel to the North line of the Northwest 1/4 of said Section 2 a
distance of 488.71 feet to an iron pipe on the North and South center-
line of said Section 2; thence South 89 degrees 51' 52" East along a line that
is 30.0 feet by rectangular measurement Easterly of and parallel to
the North line of the Northeast 1/4 of said Section 2 a distance of
349.72 feet, more or less, to its intersection with a line drawn 30.0
feet Easterly of and parallel to the North and South centerline of said
Fractional Section 35; thence North 00 degrees 31' 08" East along a line that
is 30.0 feet by rectangular measurement Easterly of and parallel to
the North and South centerline of said Fractional Section 35 a dis-
tance of 104.85 feet to its intersection with the North line of Lot 408
of Sand Beach, Plat 3 (a subdivision in Carroll Township, and re-


                                     A-497






<PAGE>   560
                                                                           (CEI)





corded in Volume 6, Page 21, Ottawa County Plat Records); thence
South 89 degrees-47'-52" East along the North line of Lots 408 and 413 of
said Sand Beach, Plat 3, a distance of 248.27 feet to the Northeast
corner of said Lot 413; thence South 00 degrees-12'08" West along the East
line of laid Lot 413, a distance of 34.85 feet to an iron pipe that is
40.0 feet by rectangular measurement North of the North line of the
Northeast 1/4 of said Section 2; thence South 89 degrees-47'-52" East along a
line that is 40.0 feet by rectangular measurement Northerly of and
parallel to the North line of the Northeast 1/4 of said Section 2 and
along the North line of the Southerly 15.15 feet of Lots 465, 470, 513,
518, 559 and 564 of said Sand Beach, Plat 3, a distance of 1996.27
feet to an iron pipe that is 40.0 feet Northerly of the Northeast corner
of said Section 2; thence South 89 degrees-49'-52" East along a line that is
40.0 feet by rectangular measurement Northerly of and parallel to the
North line of said Fractional Section 1, a distance of 319.65 feet to an
iron pipe on the West line of said Fractional Section 36; thence North
89 degrees-16'08" East along a line that is 40.0 feet by rectangular measure-
ment Northerly of and parallel to the North line of said Fractional
Section 1, a distance of 1205.98 feet, more or less, to its intersection
with the centerline of a dredge cut, which lies Southwesterly of and
adjacent to Lot 330 of Sand Beach, Plat 2 (a subdivision in Carroll
Township, and recorded in Volume 5, Page 58, Ottawa County Plat
Records); thence South 69 degrees-12'-52" East along the centerline of said
dredge cut, a distance of 249.06 feet; thence continuing South 57 degrees-34'-
23" East along the centerline of said dredge cut, a distance of 153.60
feet; thence continuing South 18 degrees-30'-03" East along the centerline of
said dredge cut, a distance of 236.40 feet to its intersection with the
Southeasterly line of said Sand Beach, P!at 2, extended Southwest-
erly; thence North 46 degrees-43'-39" East and along the Southeasterly line
of said Sand Beach, Plat 2, and passing through a concrete monument
at 32.0 feet, more or less, for a total distance of 330 feet, more or less,
to the shore of Lake Erie; thence Southeasterly along the shore of
Lake Erie a distance of 7200 feet, more or less, to its intersection
with the North line of said Fractional Section 7; thence South 89 degrees
06'-40" West along the North line of said Fractional Section 7, a
distance of 350 feet, more or less, to an iron pipe that is 1312.00 feet
East of the Northwest corner of said Fractional Section 7; thence
South 02 degrees 22'-38" East and passing through an iron pipe at 338.75
feet, for a total distance of 429.80 feet; thence North 89 degrees-23'-07"
West, a distance of 1239.51 feet to an iron pipe; thence South 00 degrees-
39'-41" East, a distance of 961.70 feet, more or less, to the centerline
of the Toussaint River; thence South 58 degrees-50'-19" West along the cen-
terline of said Toussaint River, a distance of 99.70 feet, more or
less, to its intersection with the West line of said Fractional Section
7; thence North 00 degrees-39'-41" West along the West line of said Frac-



                                     A-498






<PAGE>   561
                                                                           (CEI)





tional Section 7, a distance of 1405.47 feet, more or less, to an iron
pipe at the Northwest corner of said Fractional Section 7; thence
South 88 degrees-58'-19" West along the South line of said Fractional Sec-
tion 1, a distance of 2649.61 feet to an iron pipe at the South 1/4
corner of said Fractional Section 1; thence South 88 degrees-57'23" West
along the South line of said Fractional Section 1, a distance of 2649.62
feet to the Southwest corner of said Fractional Section 1; thence
North 01 degrees-24'-00" West along the West line of said Fractional Section
1, a distance of 50.0 feet to a concrete monument; thence North
89 degrees-28'-22" West along a line that is 50.0 feet by rectangular measure-
ment Northerly of and parallel to the South line of said Section 2, a
distance of 2658.07 feet to the point of BEGINNING.

    Containing 954 acres of land, more or less, but subject to legal
highways.
                                   Parcel II

    Being the North 1/2 of the North 1/2 of Section 12, Town 7 North,
Range 15 East, Carroll Township, Ottawa County, Ohio, bounded and
described as follows:

    Beginning at the Northwest corner of the said North 1/2 of the
North 1/2 of Section 12; thence North 88 degrees-57'-23" East along the
North line of said Section 12, a distance of 2649.62 feet to an iron
pipe at the South 1/4 corner of Fractional Section 1; thence North
88 degrees-58'-19" East continuing along the North line of said Section 12,
a distance of 2649.61 feet to an iron pipe at the Northeast corner of
said Section 12; then South 00 degrees-39'-41" East along the East line
of said Section 12 and passing through a concrete monument at
1198.88 feet for a total distance of 1346.00 feet to the Southeast cor-
ner of the North 1/2 of the North 1/2 of said Section 12; thence South
89 degrees-03'-33" West along the South line of the North 1/2 of the North
1/2 of said Section 12, a distance of 5310.85 feet to the Southwest
corner of the North 1/2 of the North 1/2 of said Section 12; thence
North 00 degrees-09'-40" West along the West line of said Section 12 and
passing through a concrete monument at 334.26 feet for a total dis-
tance of 1337.31 feet to the point of BEGINNING.

    Containing 163.4 acres of land, more or less.

                                  Parcel III

    That part of the Northwest 1/4 of Fractional Section 7, Town 7
North, Range 16 East, Carroll Township, Ottawa County, Ohio,
bounded and described as follows:

    Commencing at the Northwest corner of the said Fractional
Section 7; thence North 89 degrees-06'-40" East along the North line of the



                                     A-499








<PAGE>   562
                                                                           (CEI)





said Fractional Section 7, a distance of 1312.00 feet to an iron pipe
and the TRUE POINT OF BEGINNING; thence South 02 degrees-22'-38"
East and passing through an iron pipe at 388.75 feet for a total dis-
tance of 429.80 feet; thence North 89 degrees-23'-07" West, a distance of
1239.51 feet to an iron pipe; thence South 00 degrees-39'-41" East, a distance
of 961.70 feet, more or less, to the centerline of the Toussant River;
thence in a Northeasterly direction along the said centerline of the
Toussaint River, a distance of 1800.00 feet, more or less, to its inter-
section with the extension Southerly of the shore line of Lake Erie;
thence Northerly along the extension Southerly of the shore line of
Lake Erie and along the shore line of Lake Erie, a distance of 700.00
feet, more or less, to its intersection with the North line of the said
Fractional Section 7; thence South 89 degrees-06'-40" West along the North
line of said Fractional Section 7, a distance of 350.00 feet, more or
less, to the point of BEGINNING.

    Containing 25.00 acres of land, more or less.

    Together with the improvements, fixtures thereon and all privi-
leges and appurtenances to said Parcels I, II and III belonging, in-
cluding, without limiting the generality of the foregoing, all littoral
rights in and to the bed and waters of Lake Erie, all riparian rights
and all right, title and interest of the Company's grantor in and to
the bed and waters of the Toussaint River and land created by ac-
cretion or other accumulation or fill, subject, however, to all legal
highways, easements, restrictions and leases of record and to coven-
ants contained in the deed by which this Parcel No. 1 was conveyed
to the Company.

    Parcel No. 1 being the premises conveyed to the Company by
deed recorded in Volume 270, Page 496 of Ottawa County Record of
Deeds.

    Parcels I, II and III, of which Parcel No. 1 is an undivided
tenant-in-common part, as aforesaid, are subject to:

    1. Easements for transmission line, substation and switching
       purposes;

    2. Restrictions against the partition or sale for division of
       proceeds thereof during and throughout the useful life of
       the light water nuclear electric generating unit (known as
       Davis-Besse Nuclear Power Unit No. 1) being constructed
       thereon; and

    3. The right in each tenant-in-common owner thereof to mort-
       gage or create security interests in his tenant-in-common




                                     A-500






<PAGE>   563
                                                                           (CEI)





       ownership interest therein and in the improvements thereon
       without the consent of the other tenant-in-common owner;

all as shown in the aforesaid deed; and, portions of said Parcels I, II
and/or III also are subject to leases to the United States of America
for National Wildlife Refuge purposes recorded in Volume 23, Page
554 and in Volume 24, Page 289, both of Ottawa County Record of
Leases and easements, if any, for road, utility, dike, trail, and ditch
purposes, a lease, if any, to the U. S. Army Corp. of Engineers and
an oil and gas lease, if any, all as referred to in a deed recorded in
Volume 240, Page 528 of Ottawa County Record of Deeds.

                               KENYON SUBSTATION

                                  Parcel No. 2

    Situated in the City of Beachwood and the City of Pepper Pike,
County of Cuyahoga, State of Ohio and also being known as part of
proposed South Moreland Road (220 feet wide) as shown in the Van
Sweringen Company's Shaker Country Estates Subdivision No. 38
as recorded in Volume III, Page 34 and now vacated by Beachwood
Ordinance No. 1956142 and also being parts of Original Warrensville
Township Lots Nos. 50 and 60 and Original Orange Township Lot
No. 9, Tract 2, and further being described as follows:

    Beginning at a point in the Easterly line of Original Warrens-
ville Township Lot No. 60, said point being North 0 degrees 14' 10" West
along the Easterly line of Original Warrensville Township Lot No.
60, 430.00 feet from its intersection with the centerline of Chagrin
Boulevard (formerly Kinsman Road);

    Thence from said beginning point North 81 degrees 54' 30" West along
the Northerly line of land owned or formerly owned by the Heirs of
Mary T. Ling, deceased, 253.01 feet;

    Thence North 0 degrees 12' 46" West along the Easterly Right-of-Way
of State Route 2 (Interstate 271) for 325.00 feet to a point;

    Thence North 89 degrees 37' 36" East 290.21 feet to a point;

    Thence South 0 degrees 14' 10" East 302.00 feet to a point in the North-
erly line of the Village of Woodmere;

    Thence South 89 degrees 16' 40" West along the Northerly corpora-
tion line of the Village of Woodmere 40.00 feet to a point in the East-
erly line of Original Warrensville Township Lot No. 60;

    Thence South 0 degrees 14' 10" East 60.00 feet along the Easterly line
of Original Warrensville Township Lot No. 60 to the principal place




                                     A-501






<PAGE>   564
                                                                           (CEI)





of beginning, containing 2.252 acres of land and being the same,
more or less, but subject to all legal highways.

    Parcel No. 2 being the premises acquired by the Company by
appropriation pursuant to a Judgment Entry in Case No. 838293 of
the Probate Court of Cuyahoga County, Ohio and recorded in Volume
14490, Page 61 of Cuyahoga County Record of Deeds.

    Parcel No. 2 is subject to certain use and building restrictions
as set forth in instruments recorded in Volume 6298, Page 180 and
Volume 7814, Page 374 and referred to in the Notice of Claim re-
corded in Volume 11195, Page 631, all of Cuyahoga County Record of
Deeds.

                             KEE-KEPLER SUBSTATION

                                   Parcel No. 3

    Situated in the City of Pepper Pike, County of Cuyahoga, and
State of Ohio and known as being part of Original Orange Township
No. 1, Tract 1 and being bounded and described as follows:

    Beginning at a point on the Westerly line of a parcel of land
conveyed to the Union Trust Company by deed dated November 15,
1924, and recorded in Volume 3145, Page 309 of Cuyahoga County
Records, said point being South 0 degrees 26' 38" East 101.81 feet from the
Northwest corner of said parcel conveyed to the Union Trust
Company;

    Thence South 0 degrees 26' 38" East along the Westerly line of said
land conveyed to the Union Trust Company 590.63 feet to a point;

    Thence South 89 degrees 25' 08" West 165.00 feet to a point;

    Thence South 45 degrees 28' 25" West 176.00 feet to a point;

    Thence North 51 degrees 40' 37" West 305.00 feet to a point;

    Thence North 0 degrees 22' 26" West 80.00 feet to a point on the
Easterly Right-of-Way of Interstate 271;

    Thence North 37 degrees 24' 57" East along Easterly Right-of-Way of
1-271, 81.60 feet to an angle point therein, said point being 225.00
feet right of centerline Sta. 587+00 of I-271 centerline survey;

    Thence North 41 degrees 49' 31" East along said Easterly Right-of-Way
of I-271, 456.05 feet to an angle point therein, said point being
229.33 feet right of centerline Sta. 591+75 of I-271 centerline survey;



                                     A-502






<PAGE>   565
                                                                           (CEI)





    Thence North 76 degrees 17' 59" East 177.08 feet to the place of be-
ginning containing 5.4777 acres of land being the same more or less,
but subject to all legal highways.


                                  Parcel No. 4

    Situated in the City of Pepper Pike, County of Cuyahoga, and
State of Ohio, and known as being part of Original Orange Township
No. 1, Tract 1 and being bounded and described as follows:

    Beginning on the centerline of Cedar Road (60 feet wide) at
the Northwest corner of a parcel of land conveyed to the Union Trust
Company by deed dated November 15, 1924, and recorded in Volume
3145, Page 809 of Cuyahoga County Records, said point being South
89 degrees 25' 08" West along said centerline of Cedar Road (60 feet wide)
734.12 feet from its intersection with the centerline of Brainard
Road (60 feet wide);

    Thence South 0 degrees 26' 38" East along the Westerly line of said
parcel of land conveyed to the Union Trust Company 101.81 feet to
a point;

    Thence South 76 degrees 17' 59" West 177.03 feet to a point on the
Easterly Right-of-Way of I-271;

    Thence North 44 degrees 34' 14" East along said Easterly Right-of-Way
of I-271, 70.08 feet to an angle point therein, said point being 230.00
feet right of centerline Sta. 592+48 of I-271 centerline survey;

    Thence North 42 degrees 11' 23" East along said Easterly Right-of-Way
of I-271, 126.10 feet to a point on the centerline of said Cedar Road
(60 feet wide);

    Thence North 89 degrees 25' 08" East along said centerline of Cedar
Road 37.34 feet to the place of beginning containing 0.2580 acres of
land being the same more or less, but subject to all legal highways.

    Parcels Nos. 3 and 4 being the premises conveyed to the Company
by deed recorded in Volume 14490, Page 323 of Cuyahoga County
Record of Deeds.

    Parcels Nos. 3 and 4 are subject to a highway easement acquired
by the State of Ohio by appropriation pursuant to a Judgment Entry
in Case No. 753632 of the Cuyahoga County Court of Common Pleas.





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<PAGE>   566
                                                                           (CEI)





                                  Parcel No. 5

                                 SENECA PLANT
                           FEDERAL POWER COMMISSION
                              LICENSE AMENDMENTS

    Amendments dated May 21, 1975, December 15, 1976 and April
14, 1977 to the license issued to the Company and the Pennsylvania
Electric Company by the Federal Power Commission ("Commission")
by order dated December 28, 1965 for a period of 50 years effective
as of December 1, 1965 and modified by orders dated May 27, 1966
and September 26, 1966, for the construction, operation and main-
tenance of Project No. 2280 ("Seneca Plant") affecting the United
States Army Corps of Engineers' Allegheny River Dam and Reservoir
and appurtenant lands and using water therefrom and affecting as
well lands of the United States within the Allegheny National Forest,
subject to the terms and conditions of the Federal Power Act ("Act")
and subject to such rules and regulations as the Commission has
issued or prescribed under the provisions of the Act, said Project No.
2280 being more fully described in said license as so modified and
amended and the exhibits thereto as including a pumped storage
hydroelectric generating plant and appurtenant facilities and an
electric transmission line and appurtenant facilities, which license
as so modified by said orders dated May 27, 1966 and September 26,
1966 and the exhibits thereto were filed for record with the Recorder
of Deeds of Warren County, Pennsylvania, on December 8, 1967, and
are recorded in Deed Book 351, Page 1, in the office for recording of
deeds in and for the County of Warren, Commonwealth of Pennsyl-
vania and which amendments dated May 21, 1975, December 15, 1976
and April 14, 1977 and the exhibits thereto were filed for record with
the Recorder of Deeds of Warren County, Pennsylvania, on the
same date as this Supplemental Indenture was filed for record with
said Recorder; and

    All right, title and interest of the Company in said pumped
storage hydroelectric generating plant and appurtenant facilities,
said electric transmission line and appurtenant facilities and all per-
sonal property and fixtures appurtenant to or located at and used in
connection with said plant and line, whether or not described in said
license, as so modified and amended, or any exhibits thereto.

    Parcel No. 5 being the amendments to the license described in
Parcel No. 5 issued to the Company by orders of the Federal Power
Commission issued on May 21, 1975, December 15, 1976 and April
14, 1977, respectively.





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<PAGE>   567
                                                                           (CEI)





                         AVON LAKE PLANT FUEL STORAGE

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being part of Original Avon Township Section
No. 6 and bounded and described as follows:

    Beginning at a stake set in the westerly line of a proposed 40 foot
highway known as Greenwood Avenue, which stake bears North 87 degrees
04' 0" West, 350 feet from a stake set in the easterly line of an 86.27
acre parcel of land now formerly owned by Maria V. Smith, which
stake bears North 02 degrees 56' 0" East, 1452.25 feet from a stone monu-
ment marking the southeast corner of said 86.27 acre parcel; thence
from said place of beginning North 87 degrees 04' 0" West, 90 feet to a
stake; thence North 02 degrees 56' 0" East, 70 feet to a stake; thence South
87 degrees 04' 00" East, 90 feet to a stake set in said westerly line of Green-
wood Road; thence South 02 degrees 56' 0" West, along said westerly line 70
feet to the place of beginning, and known as being Sublots Nos. 360
and 361 of the Krogh-Barr Syndicate's Avon Beach Allotment, pro-
posed, be the same more or less, but subject to all legal highways.

                        Parcel No. 2

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being part of Original Avon Township Section
No. 6, and bounded and described as follows:

    Beginning at a stake in the westerly line of said proposed 40 foot
highway known as Greenwood Avenue, which stake bears North 87 degrees
04' 00" West, 350 feet from a stake set in the easterly line of said
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 02 degrees 56' East, 1312.25 feet from a stone
monument marking the southeast corner of said 86.27 acre parcel
of land; thence from said place of beginning North 87 degrees 04' 00" West,
90 feet to a stake; thence North 02 degrees 56' 00" East, 105 feet to a stake;
thence South 87 degrees 04' 0" East, 90 feet to a stake set ins said westerly
line of Greenwood Avenue; thence South 02 degrees 56' 0" West along said
westerly line 105 feet to the place of beginning, and known as being
Sublots Nos. 356, 357 and 358 of The Krogh Barr Syndicate's Avon
Beach Allotment proposed, be the same more or less, but subject to
all legal highways.




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<PAGE>   568
                                                                           (CEI)





    Parcels Nos. 1 and 2 being the premises conveyed to the Company
by deed recorded in Volume 1185, Page 571 of Lorain County Record
of Deeds.

    Parcels Nos. 1 and 2 are subject to building setback restrictions
as shown in instruments recorded in Volume 188, Page 228, Volume
190, Page 52, Volume 197, Page 463, and Volume 197, Page 314 of
Lorain County Record of Deeds.

                               EMILY SUBSTATION
                                 Parcel No. 3

    Situated in the City of Strongsville, County of Cuyahoga and
State of Ohio and known as being part of Original Strongsville Town-
ship Lot No. 25, and bounded and described as follows:

    Beginning on the center line of Howe Road, 60 feet wide at the
Northeasterly corner of land conveyed to Charles J. Ingrassia Jr., and
Ethel M. Ingrassia, by Deed dated August 13, 1946, and recorded in
Volume 6207, Page 185 of Cuyahoga County Records; thence North-
easterly, along the center line of Howe Road, 105.56 feet to the South-
easterly corner of a parcel of land conveyed to Chester Stanley Tracy
and June Clarice Tracy by deed dated September 24, 1951 and recorded
in Volume 7405, Page 7, Cuyahoga County Records thence Westerly
along the Southerly line of said parcel of land, to a point in the
Westerly line of said Original Lot No. 25, distant 108.545 feet
Northerly, measured along said Westerly line, from the Northwesterly
corner of land conveyed to Charles J. Jr., and Ethel M. Ingrassia as
aforesaid; thence Southerly along the Westerly line of said Original
Lot No. 25, 108.545 feet to the Northwesterly corner of land conveyed
to Charles J. Jr., and Ethel M. Ingrassia as aforesaid; thence Easterly,
along the Northerly line of land so conveyed, 380.82 feet to the place
of beginning, be the same more or less, but subject to all legal
highways.

                                 Parcel No. 4

    Situated in the City of Strongsville, County of Cuyahoga and
State of Ohio and known as being part of Original Strongsville
Township Lot No. 25, and bounded and described as follows:

    Beginning in the centerline of Cheerful Lane at Station 48+00
which is located in the Westerly Limited Access Right of Way line I.R.
Cuy/Med 71-0.00/26.63, 150.19 feet left of centerline Station 597+
19.23; Thence from said Place of Beginning North 11 degrees 51' 20" West




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<PAGE>   569
                                                                           (CEI)





along said Limited Access Right of Way line, 39.78 feet to a point in
the Northwesterly Right of Way line of Cheerful Lane; Thence
North 87 degrees 24' 26" West, 20.65 feet to a point in the Westerly line of
a 20 foot strip of land leased to the American Telephone & Telegraph
Company and the principal place of beginning; Thence from said
Principal place of beginning North 87 degrees 24' 36" West, 388.74 feet to a
point in the Westerly line of original Lot 25; Thence North 00 degrees 42' 30"
West along said Lot Line 880.53' to a point in a Southerly line of lands
leased to the American Telephone & Telegraph Company; Thence
North 89 degrees 20' 43" East along said Southerly line of leased lands, 59.60
feet to an angle point therein; Thence South 27 degrees 29' 37" East along said
leased land, 224.15 feet to an angle point therein; Thence South
33 degrees 26' 20" East along said leased land 237.42 feet to an angle point
therein; Thence South 11 degrees 51' 20" East along said leased land 512.68
feet to the principal place of beginning, be the same more or less, but
subject to all legal highways.

    Parcels Nos. 3 and 4 being the premises conveyed to the Com-
pany by deed recorded in Volume 14636, Page 525 of Cuyahoga
County Record of Deeds.

    Parcels Nos. 3 and 4 are subject to a release of access to a limited
access highway as shown in instruments recorded in Volume 10658,
Page 31, Volume 10683, Page 445, Volume 10690, Page 207, Volume
10690, Page 209, and Volume 10693, Page 119 of Cuyahoga County
Record of Deeds; to an easement for sanitary sewer purposes as
shown in an instrument recorded in Volume 11197, Page 527 of
Cuyahoga County Record of Deeds; and to an easement for under-
ground communication purposes as shown in an instrument recorded
in Volume 11608, Page 1027 of Cuyahoga County Record of Deeds.

                              GALAXIE SUBSTATION

                                 Parcel No. 5

    Situated in the City of North Royalton, County of Cuyahoga
and State of Ohio and known as being part of Original Royalton
Township, Section No. 14, bounded and described as follows:

    Beginning on the centerline of Akins Road, 60 feet wide, at the
Northeasterly corner of land conveyed to Constantine W. Costaros
and Kalliope C. Costaros, by deed dated August 30, 1968 and recorded
in Volume 12362, Page 879 of Cuyahoga County Records; thence
Easterly along the centerline of Akins Road, 174.64 feet to the North-
easterly corner of land conveyed to Clavis C. Sparks and Norma D.
Sparks by deed dated June 17, 1947 and recorded in Volume 6296,




                                     A-508






<PAGE>   570
                                                                           (CEI)





Page 611 of Cuyahoga County Records; thence Southerly along the
Easterly line of land so conveyed to Clavis C. Sparks and Norma D.
Sparks, 767.58 feet to the Southeasterly corner thereof; thence West-
erly along the Southerly line of land so conveyed to Clavis C. Sparks
and Norma D. Sparks, 2.98 feet to a stone; thence continuing Westerly
along the Southerly line of land so conveyed to Clavis C. Sparks and
Norma D. Sparks, 291.03 feet to the Southwesterly corner thereof;
thence Northerly along the Westerly line of land so conveyed to
Clavis C. Sparks and Norma D. Sparks, 534.72 feet to the South-
westerly corner of land conveyed to Constantine W. and Kalliope C.
Costaros, as aforesaid; thence Easterly along the Southerly line of
land so conveyed to Constantine W. and Kalliope C. Costaros, 100 feet
to the Southeasterly corner thereof; thence Northerly along the East-
erly line of land so conveyed to Constantine W. and Kalliope C.
Costaros, 230 feet to the place of beginning, be the same more or less,
but subject to all legal highways.

    Parcel No. 5 being the premises conveyed to the Company by
deed recorded in Volume 14670, Page 91 of Cuyahoga County Record
of Deeds.




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                                     A-509






<PAGE>   571
                                                                           (CEI)





                         AVON LAKE PLANT FUEL STORAGE

                                  Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township
Section No. 6, and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40
foot highway known as Greenwood Avenue, which stake bears North
87 degrees 04' West, 310 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith
which stakes bears North 02 degrees 56' East, 492.25 feet from a stone
monument marking the SouthEast corner of said 86.27 acre parcel;
thence from said place of beginning North 02 degrees 56' East along the
Easterly line of said proposed highway 35 feet to a stake; thence
South 87 degrees 04' East, 90 feet to a stake; thence South 02 degrees 56' West
a distance of 35 feet to a stake; thence North 87 degrees 04' West, a dis-
tance of 90 feet to the place of beginning and known as SubLot No.
309 in The Krogh-Barr Syndicate's Avon Beach Allotment, proposed,
be the same more or less, but subject to all legal highways.

                                 Parcel No. 2

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40
foot highway known as Greenwood Avenue which stake bears North
87 degrees 04' West, 310 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith
which stake bears North 02 degrees 56' East, 387.25 feet from a stone
monument marking the SouthEast corner of said 86.27 acre parcel;
thence from said place of beginning North 02 degrees 56' East along the
Easterly line of said proposed highways 35 feet to a stake; thence
South 87 degrees 04' East, 90 feet to a stake; thence South 02 degrees 56' West
a distance of 35 feet to a stake; thence North 87 degrees 04' West, a dis-
tance of 90 feet to the place of beginning and known as SubLot No.
312 in The Krogh-Barr Syndicate's Avon Beach Allotment, proposed,
be the same more or less, but subject to all legal highways.





                                     A-510






<PAGE>   572
                                                                           (CEI)




    Parcels Nos. 1 and 2 above being the premises conveyed to The
Cleveland Electric Illuminating Company by deed recorded in Volume
1226, Page 870 of Lorain County Records of Deeds.

    Parcel No. 2 is subject to building set back restrictions as set
forth in deed recorded in Volume 197, Page 34 of Lorain County
Records of Deeds.

                                 Parcel No. 3

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio and known as being a part of Original Avon Township Sec-
tion No. 6, bounded and described as follows:

    Beginning at a stake set in the Westerly line of a proposed 40
foot highway known as Greenwood Avenue, which stake bears North
87 degrees 04' 0" West 350 feet from a stake set in the Easterly line of an
36.27 acre parcel of land now or formerly owned by Maria V. Smith
which stake bears North 02 degrees 56' 0" East 1522.25 feet from a stone
monument marking the SouthEast corner of said 86.27 acre parcel
of land; thence from said place of beginning North 87 degrees 04' 0" West
90 feet to a stake; thence North 02 degrees 56' 0" East 35 feet to a stake;
thence South 87 degrees 04' 0" East 90 feet to a stake set in said Westerly
line of Greenwood Avenue; thence South 02 degrees 56' 0" West along said
Westerly line 35 feet to the place of beginning and known as being
SubLot No. 362 of the Krogh-Barr Syndicate's Avon Beach Allotment
proposed, be the same more or less, but subject to all legal highways.

    Parcel No. 3 being the premises conveyed to The Cleveland Elec-
tric Illuminating Company by deed recorded in Volume 1231, Page 39
of Lorain County Records of Deeds.

    Parcel No. 3 is subject to building set back restrictions as set
forth in deed recorded in Volume 203, Page 345 of Lorain County
Records of Deeds.

                              BENTLEY SUBSTATION

                                 Parcel No. 4

    Situated in the City of Avon, County of Lorain and State of
Ohio, and known as being part of Original Avon Township Section
No. 21 and further described as follows:

    Beginning in the Westerly line of Jaycox Road (60 feet wide)
at the SouthEast corner of land conveyed to The Cleveland Electric
Illuminating Company by Deed dated July 26, 1962 and recorded in
Volume 830, Page 43 of Lorain County Deed Records; said point also
being approximately 100 feet Southerly along the aforementioned



                                    A-511






<PAGE>   573
                                                                           (CEI)





Westerly line of Jaycox Road from the centerline of a 66 foot wide
right of way for the New York, Chicago and St. Louis Railway Com-
pany as conveyed by Deed dated May 7, 1881 and recorded in Volume
48, Page 595 of Lorain County Deed Records; thence Southerly along
said Westerly line of Jaycox Road, a distance of 198 feet to a point
therein; thence Westerly, and parallel to the Southerly line of the
aforesaid land conveyed to The Cleveland Electric Illuminating Com-
pany, a distance of 320 feet to a point; thence Northerly, and parallel
to Jaycox Road, a distance of 198 feet to a point in the Southerly line
of the aforesaid land conveyed to The Cleveland Electric Illuminating
Company; thence Easterly along said Southerly line of land so con-
veyed to a point in the Westerly line of Jaycox Road and the place of
beginning, and containing approximately 1.45 acres of land, be the
same more or less, but subject to all legal highways.

    Parcel No. 4 being the premises conveyed to The Cleveland Elec-
tric Illuminating Company by deed recorded in Volume 1226, Page 165
of Lorain County Records of Deeds.

    Parcel No. 4 is subject to an easement and right of way for
telephone lines recorded in Volume 7, Page 402 of the Miscellaneous
Records of Lorain County, an easement and right of way for tele-
phone lines recorded in Volume 7, Page 403 of the Miscellaneous
Records of Lorain County and an easement and right of way for
telephone lines and facilities recorded in Volume 697, Page 501 of
Lorain County Records of Deeds.

                               HUDSON SUBSTATION

                                 Parcel No. 5

    Situated in the City of Brecksville, County of Cuyahoga and
State of Ohio and being part of Original Brecksville Township Lot
No. 37 and being bounded and described as follows: Beginning in the
center line of Oakes Road at a point which bears South 89 degrees 57' East
2537.51 feet from an iron monument at the intersection of said center
line with the center line of Barr Road, which intersection is also the
Southwesterly corner of said Original Lot No. 37; thence North 1 degrees
11' East about 900 feet and passing through an iron monument to
the Northeasterly corner of land conveyed to Cleveland Electric Illu-
minating Company by deed dated March 31, 1973 and recorded in
Volume 13320, Page 809 of Cuyahoga County Records, and the prin-
cipal place of beginning; thence South 89 degrees 43' 19" West 556.97 feet
to the Easterly line of land conveyed to the State of Ohio Parcel No.
57-WL Limited Access Line Interstate Route 77; thence North 2 degrees





                                     A-512






<PAGE>   574
                                                                           (CEI)





31' 22" West 100 feet to a point; thence North 0 degrees 40' 32" West 373.40
feet to the Northerly line of land conveyed to Alfred Pryce-Jones
and Helen Pryce-Jones by deed dated September 30, 1949 and re-
corded in Volume 6849, Page 161 of Cuyahoga County Records; thence
Easterly along the Northerly line of land conveyed to Alfred Pryce-
Jones and Helen Pryce-Jones as aforesaid to the Southeasterly corner
of land conveyed to Marie Vovrina by deed dated March 31, 1908 and
recorded in Volume 1136, Page 513 of Cuyahoga County Records;
thence South 25 degrees 30' West 84.48 feet along the Westerly line of land
conveyed to The Thrift Investment Company by deed dated October
20, 1925 and recorded in Volume 3432, Page 362 of Cuyahoga County
Records; thence South 35 degrees 30' East along a Westerly line of land
conveyed to The Thrift Investment Company as aforesaid, 591 feet
to an iron monument; thence Westerly along the Northerly line of
land conveyed to The Thrift Investment Company as aforesaid and
along the Northerly line of land conveyed to Amelia Wiese by deed
dated July 26, 1930 and recorded in Volume 4077, Page 270 of Cuya-
hoga County Records, 767.54 feet to an iron monument; thence North
1 degrees 11' East about 76.37 feet to the principal place of beginning, be
the same more or less, but subject to all legal highways.

    Parcel No. 5 being the premises conveyed to The Cleveland Elec-
tric Illuminating Company by deed recorded in Volume 14824, Page
463 of Cuyahoga County Records of Deeds.

    Parcel No. 5 is subject to an easement for a pipe line right of
way recorded in Volume 7683, Page 556 of Cuyahoga County Records
of Deeds and refiled for second record in Volume 7695, Page 240 of
Cuyahoga County Records of Deeds and an easement to construct
and maintain a channel and an easement to construct and maintain a
twenty-seven (27") inch sewer as set forth in Journal Entry filed for
record in Volume 12109, Page 613 of Cuyahoga County Records of
Deeds.

                               SPRUCE SUBSTATION

                                 Parcel No. 6

    Situated in the Township of Madison, County of Lake and State
of Ohio and known as being a part of Lot 4, Tract 11 in said Town-
ship and is bounded and described as follows:

    Beginning in the center line of Madison-Chardon Road (State
Route No. 528) at the southwesterly corner of land conveyed to
Donald L. and Sharynne R. Jacobson by deed recorded in Volume
691, Page 55 Lake County Records of Deeds;





                                     A-513






<PAGE>   575
                                                                           (CEI)





    Thence along the southerly line of land of said Jacobson, North
89 degrees 40' 40" East (passing thru an iron pipe stake at 30.0 feet and
at 435.70 feet) a distance of 530.00 feet to an iron pipe stake;

    Thence by a line which bears DUE SOUTH a distance of 350.00
feet to an iron pipe stake;

    Thence by a line which bears South 89 degrees 40' 40" West (passing
thru an iron pipe stake at 500.00 feet) a distance of 530.00 feet to
a point in the center line of above said Madison-Chardon Road;

    Thence along the center line of said Madison-Chardon Road DUE
NORTH a distance of 350.00 feet to the place of beginning and con-
taining about 4.258 acres of land as surveyed and described by Col-
petzer-Woods Consultants, Inc., Registered Engineers and Surveyors.
Be the same more or less, but subject to all legal highways.

    Parcel No. 6 being the premises conveyed to The Cleveland Elec-
tric Illuminating Company by deed recorded in Volume 854, Page
1050 of Lake County Records of Deeds.



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                                     A-514






<PAGE>   576
                                                                           (CEI)





                         AVON LAKE PLANT FUEL STORAGE

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being a part of Original Avon Township Sec-
tion No. 6, and bounded and described as follows:

    Beginning at a stake set in the Westerly line of a proposed 40 foot
highway known as Greenwood Avenue, which stake bears North
87 degrees 04' West 350 feet from a stake set in the Easterly line of an
86.27 acre parcel of land now or formerly owned by Maria V. Smith,
which stake bears North 02 degrees 56' East, 2187.25 feet from a stone
monument marking the Southeast corner of said 86.27 acre parcel;
thence from said place of beginning North 87 degrees 04' West 90 feet to
a stake; thence North 02 degrees 56' East 105 feet to a stake set in the
Southerly line of a proposed 50 foot highway known as Durrell Road;
thence South 87 degrees 04' East along said Southerly line 90 feet to a
stake set in said Westerly line of Greenwood Avenue; thence South
02 degrees 56' West along said Westerly line of Greenwood Road, 105 feet
to the place of beginning, and known as being Sublots Nos. 381, 382
and 383 of The Krogh Barr Syndicate's Avon Beach Allotment pro-
posed, containing .328 acre of land be the same more or less, but
subject to all legal highways.

    Parcel No. 1 above being the premises conveyed to The Cleveland
Electric Illuminating Company by deed recorded in Volume 1252,
Page 433 of Lorain County Record of Deeds.




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                                     A-515






<PAGE>   577
                                                                           (CEI)





                 ADDITION TO EAST 24TH STREET SERVICE CENTER

                                 Parcel No. 1

    Situated in the City of Cleveland, County of Cuyahoga and State of
Ohio, and known as being Sublot No. 230 in the Perry-Payne Re-
Subdivision of part of Original Ten Acre Lots Nos. 110 and 111, as shown
by the recorded plat in Volume 29 of Maps, Page 10 of Cuyahoga County
Records, and being 30 feet front on the Westerly side of East 25th Street
(formerly Minnesota Street) and extending back of equal width 135 feet,
as appears by said plat, be the same more or less, but subject to all legal
highways.

                                 Parcel No. 2

    Situated in the City of Cleveland, County of Cuyahoga and State of
Ohio, and known as being Sublot No. 230-112 in The Perry-Payne Re-
Subdivision of Sublots Nos. 205 to 249 both inclusive of The Perry-Payne
Subdivision of part of Original Ten Acre Lots Nos. 111, 112 and parts of
110 and 113, as shown by the recorded plat of said Re-Subdivision in
Volume 29 of Maps, Page 10 of Cuyahoga County Records, and being 40
feet front on the Westerly side of Minnesota Street, now known as East
25th Street, 135 feet deep on the Northerly line, 136-47/100 feet deep on
tee Southerly line and 20 feet in the rear, as appears by said plat, be the
same more or less, but subject to all legal highways.

                                  Parcel No.3

    Situated in the City of Cleveland, County of Cuyahoga and State of
Ohio, and known as being Sublot No. 251 in O. H. Paynes Allotment of
part of Original 10 Acre Lots Nos. 108, 109 and 110, as shown by the
recorded plat in Volume 15 of Maps, Page 7 of Cuyahoga County Records,
and being 45 feet front on the Northerly side of Payne Avenue, N.E., and
extending back of equal width 150 feet, as appears by said plat, be the
same more or less, but subject to all legal highways.

                                  Parcel No.4

    Situated in the City of Cleveland, County of Cuyahoga and State of
Ohio, and known as being Sublot No. 252 in O. H. Payne's Allotment of
part of Original 10 Acre Lots Nos. 108, 109 and 110, as shown by the
recorded plat in Volume 15 of Maps, Page 7 of Cuyahoga County Records
and a part of Sublot No. 229 in the Perry Payne Re-Subdivision of part of
Original 10 Acre Lots Nos. 110 and 111, as shown by the recorded plat in




                                     A-516






<PAGE>   578
                                                                           (CEI)





Volume 29 of Maps, Page 10 of Cuyahoga County Records and together
forming a parcel of land bounded and described as follows:

    Beginning on the Northerly line of Payne Avenue N.E. at the South-
easterly corner of said Sublot No. 229; thence Westerly along the North-
erly line of Payne Avenue N.E., 88.96 feet to the Southwesterly corner of
said Sublot No. 252; thence Northerly along the Westerly line of said
Sublot No. 252, 150 feet to the Northwesterly corner thereof; thence
Easterly along the Northerly line of said Sublot No. 252, 17.22 feet to the
Northeasterly corner thereof; thence Southerly along the Easterly line of
said Sublot No. 252, 28.86 feet to the Northwesterly corner of said Sublot
No. 229; thence Easterly along the Northerly line of said Sublot No. 229,
40 feet to the point which is distant 26 feet Westerly, measured along said
Northerly line from the Northeasterly corner of said Sublot No. 229;
thence Southerly in a direct line to the place of beginning, be the same
more or less, but subject to all legal highways.

                                  Parcel No. 5

    Situated in the City of Cleveland, County of Cuyahoga and State of
Ohio, and known as being Sublots Nos. 227, 228 and part of Sublot No. 229
in the Perry Payne Re-Subdivision of part of Original Ten Acre Lots Nos.
110 and 111, as shown by the recorded plat in Volume 29 of Maps, Page
10 of Cuyahoga County Records, and together forming a parcel of land
bounded and described as follows:

    Beginning on the Northwesterly line of Payne Avenue N. E., at its
intersection with the Southwesterly line of East 25th Street, (formerly
Minnesota Street); thence Southwesterly along the Northwesterly line of
Payne Avenue N.E., 97.24 feet to the Southwesterly corner of said Sublot
No. 228; thence Northwesterly to a point on the Northwesterly line of said
Sublot No. 229, distant 26 feet Southwesterly, measured along the North-
westerly line of said Sublot No. 229, from the Northeasterly corner there-
of; thence Northeasterly along the Northwesterly line of said Sublots Nos.
229, 228 and 227, 96.47 feet to the Southwesterly line of East 25th Street;
thence Southeasterly along the Southwesterly line of East 25th Street,
132.30 feet to the place of beginning, as appears by said plat, be the same
more or less, but subject to all legal highways.

    Parcel Nos. 1 through 5 being the premises conveyed to the Com-
pany by deed recorded in Volume 15424, Page 815 of Cuyahoga County
Records of Deeds.





                                     A-517






<PAGE>   579
                                                                           (CEI)





                           AVON LAKE PLANT ADDITION

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State
of Ohio, and known as being Sublot Nos, 670 and 671 in the Avon
Beach Subdivision, Sublot No. 670 being Lorain County Auditor's
Permanent Parcel No. 04 00 006 130 050 and Sublot No. 671 being
Lorain County Auditor's Permanent Parcel No. 04 00 006 130 049, be
the same more or less, but subject to all legal highways.

    Parcel No. 1 being the premises conveyed to the Company by
deed recorded in Volume 1294, Page 287 of Lorain County Record
of Deeds.

                                  Parcel No. 2

    Situated in the City of Avon Lake, County of Lorain, State of
Ohio and known as being part of original Avon Township Section
No. 5, now Avon Lake Township and further bounded and described
as follows:

    Beginning in the centerline of Walker Road at the east right-of-
way line conveyed to The New York, Chicago and St. Louis Railroad
Company by Joseph Schuldhauser and Mary Schuldhauser, husband
and wife, by Warranty Deed dated March 24, 1926 and recorded in
Volume 217, Page 274 of Lorain County Deed Records.

    Thence due west 25.38 feet along the centerline of Walker Road
to a point.

    Thence 183.37 feet on the arc of a curve, deflecting to the said
east right-of-way, whose radius is 1432.69 feet and whose chord
measures 183.25 feet and bears south 13 degrees 40' 00" west to a point of
tangent.

    Thence south 17 degrees 20' 00" west 115.09 feet, more or less, to a
point.

    Thence south 72 degrees 40' 00" east 13.33 feet, more or less, to a point.

    Thence south 10 degrees 58' 00" west 105.24 feet, more or less, to a
point on said east right-of-way line. The same course also being 8.5
feet right and parallel to the centerline of existing track now known
as crossover S/R 23-24.

    Thence north 17 degrees 20' 00" east 219.68 feet, more or less, along
the said east right-of-way line to a point of curvature.




                                     A-518






<PAGE>   580
                                                                           (CEI)




    Thence 190.99 feet on the arc of a curve, deflecting to the left,
whose radius is 1457.69 feet and whose chord measures 190.86 feet
and bears north 13 degrees 34' 45" east along the said east right-of-way
line to the place of beginning.

    This parcel contains 0.18912 plus or minus acres, more or less, of land, but
subject to all legal highways.

    Parcel No. 2 being the premises conveyed to the Company by
deed recorded in Volume 1288, Page 209 of Lorain County Record
of Deeds.


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                                     A-519






<PAGE>   581
                                                                           (CEI)





                         AVON LAKE PLANT FUEL STORAGE

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State of Ohio
and known as being part of Original Avon Township Section No. 6, and
bounded and described as follows:

    Beginning at a stake set on the Westerly line of a 40 foot highway known as
Avondale Avenue, which stake bears North 87 degrees 04' West, 570 feet from a
stake set on the Easterly line of an 86.27 acre parcel of land now or formerly
owned by Maria V. Smith, which stake bears North 2 degrees 56' East, 1242.25
feet from a stone monument marking the Southeast corner of said 86.27 acre
parcel; thence from said place of beginning North 87 degrees 04' West, 90 feet
to a stake; thence North 2 degrees 56' East, 35 feet to stake; thence South 87
degrees 04' East, 90 feet to a stake set in said Westerly line of Avondale
Avenue; thence South 2 degrees 56' West along said Westerly line, 35 feet to
the place of beginning, and being further known as Sublot No. 524 of The Krogh
Barr Syndicate's Avon Beach Allotment, proposed, be the same more or less, but
subject to all legal highways.

                                 Parcel No. 2

    Situated in the City of Avon Lake, County of Lorain and State of
Ohio, and being part of Original Avon Township Section No. 6, and
bounded and described as follows:

    Beginning at a stake set in the Westerly line of a 40 foot highway known as
Avondale Avenue, which stake bears North 87 degrees 04' West, 570 feet from a
stake set in the Easterly line of an 86.27 acre parcel of land now or formerly
owned by Maria V. Smith, which stake bears North 02 degrees 56' 0" East,
1312.25 feet from a stone monument marking the Southeast corner of said 86.27
acre parcel; thence from said place of beginning North 87 degrees 04' 00" West,
90 feet to a stake; thence North 02 degrees 56' 00" East, 35 feet to a stake;
thence South 87 degrees 04' 0" East, 90 feet to a stake set in said Westerly
line of Avondale Avenue; thence South 02 degrees 56' 0" West along said
Westerly line, 35 feet to the place of beginning, and being further known as
Sublot No. 525 of The Krogh Barr Syndicate's Avon Beach Allotment, proposed, be
the same more or less, but subject to all legal highways.

                                 Parcel No. 3

    Situated in the City of Avon Lake, County of Lorain and State of
Ohio, and known as being Sublots Nos. 459, 460, 354, 355, 456 and 457 in
the Avon Beach Subdivision, proposed, be the same more or less, but
subject to all legal highways.


                                     A-520






<PAGE>   582
                                                                           (CEI)





                                 Parcel No. 4

    Situated in the City of Avon Lake, County of Lorain and State of
Ohio, and known as being part of the Original Avon Township Section No.
6, and bounded and described as follows:

    Beginning at a stake set in the Easterly line of a proposed 40 foot highway
known as Avondale Avenue, which stake bears North 87 degrees 04' West 530 feet
from a stake set in the Easterly line of an 87.27 acre parcel of land now or
formerly owned by Maria V. Smith, which stake bears North 2 degrees 56' East
along said Easterly line, 1347.25 feet from a stone monument marking the
Southeast corner of said 86.27 acre parcel; thence from said place of beginning
North 2 degrees 56' East, along said Easterly line of Avondale Avenue, 35 feet
to a stake; thence South 87 degrees 04' East, 90 feet to a stake; thence South
2 degrees 56' East, 35 feet to a stake; thence North 87 degrees 04' West, 90
feet to the place of beginning, the above described parcel of land is known as
being Sublot No. 455 of the Krogh-Barr Syndicate's Avon Beach Allotment,
proposed, be the same more or less, but subject to all legal highways.

    Parcels Nos. 1, 2, 3 and 4 above being the premises conveyed to The
Cleveland Electric Illuminating Company by deed recorded in Volume
1336, Page 490 of Lorain County Records of Deeds.

                      NORTH OLMSTED SERVICE CENTER ADDITION

                                 Parcel No. 5

    Situated in the City of North Olmsted, County of Cuyahoga and State
of Ohio, and known as being part of Original Dover Township Lot No. 19
and bounded and described as follows:

    Beginning at a spike at the intersection of the center line of Lorain
Road (80 feet wide) with the Easterly line of said Original Lot No. 19;
thence Southwesterly along the center line of Lorain Road, 277.18 feet to
a point; thence Southeasterly at right angles to said center line, 40 feet to
the Southeasterly line of Lorain Road to the principal place of beginning
of the premises herein described; thence Southwesterly along the South-
easterly line of Lorain Road, 87.69 feet to its intersection with the North-
easterly line of a proposed road (50 feet wide); thence Southeasterly along
the Northeasterly line of said proposed road, forming an included angle of
82 degrees 21' in a Southeasterly quadrant 375.99 feet to a stone monument on
the Easterly line of said Original Lot No. 19; thence Northerly along the
Easterly line of said Original Lot No. 19, 62.51 feet to a point; thence
Northwesterly in a direct line, 323.15 feet to the principal place of begin-
ning, according to a survey made by F. L. Drotar, be the same more or less,
but subject to all legal highways.

    Parcel No. 5 being the premises conveyed to The Cleveland Electric
Illuminating Company by deed recorded in Volume 146, Page 585 of
Cuyahoga County Records of Deeds.

                                     A-521






<PAGE>   583
                                                                (CEI)





                        AVON LAKE FUEL STORAGE ADDITION

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State of
Ohio:

         Being part of Original Avon Township Section No. 6, and bound-
    ed and described as follows:

        Beginning at a stake set in the Westerly line of a proposed 40 foot
    highway known as Greenwood Avenue which stake bears North 87 degrees 04'
    West, 350 feet from a stake set in the Easterly line of an 86.27 acre
    parcel of land now or formerly owned by Maria V. Smith, which stake bears
    North 2 degrees 56' East 492.25 feet from a stone monument marking the
    Southeast corner of said 86.27 acre parcel; thence from said place of
    beginning North 87 degrees 04' West, 90 feet to a stake: thence North 2
    degrees 56' East 140 feet to a stake; thence South 87 degrees 04' East. 90
    feet to a stake set in said Westerly line of Greenwood Avenue; thence South
    2 degrees 56' West along said Westerly line 140 feet to the place of
    beginning and being further known as Sublots Nos. 334, 335, 336 and 337 of
    the Krogh-Barr Syndicate's Avon Beach Allotment pro- posed as surveyed by
    F. A. Pease Engineering Company, be the same more or less, but subject to
    all legal highways.

    Parcel No. 1 being the premises conveyed to the Company by deed
recorded in Volume 1340, Page 965 of Lorain County Record of Deeds.

    Parcel No. 1 is subject to a building setback restriction as shown in
an instrument recorded in Volume 193, Page 121 of Lorain County Record
of Deeds.


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                                     A-522






<PAGE>   584
                                                                           (CEI)





                     WASHINGTON SUBSTATION PARKING AREA

                                 Parcel No. 1

    Situated in the Village of Chagrin Falls, County of Cuyahoga, and
State of Ohio:

    and known as being part of Sublot No. 19 in the Gardner and Hal-
    lock's Allotment of part of Original Chagrin Falls Township Lot. No.
    17, in Champion Tract as shown by the recorded plat in Volume 2,
    Page 37 of Cuyahoga County Map Records and further bounded and
    described as follows:

        Beginning at the Northeasterly corner of land now or formerly
    owned by The Cleveland Electric Illuminating Co. by deed dated
    July 12, 1927 as recorded in Volume 3463, Page 563 of Cuyahoga
    County Deed Records;

        Thence South 86 degrees 19' 48" West along the Northerly line
    of said Cleveland Electric Illuminating Co.'s land, a distance of 61.00
    feet to the Principle Place of beginning of the premises herein in-
    tended to be described;

    Course I   Thence continuing South 86 degrees 19' 48"' West along
               said Northerly line of Cleveland Electric Illuminating
               Co.'s land, a distance of 39.00 feet to the Northwesterly
               corner thereof, said point also being on the Easterly line
               of land now or formerly owned by The Ober Manu-
               facturing Company as recorded in VoLume 1185, Page
               80 of Cuyahoga County Deed Records:

    Course II  Thence North 3 degrees 24' 00" West along said
               Easterly line of Ober Manufacturing Company's land, a
               distance of 80.09 feet to a point, said point being the
               Southwesterly corner of land now or formerly owned by
               C. H. Giles and others, as Trustees for the Chagrin Falls
               Banking Company be deed dated February 5, 1935 as
               recorded in VoLume 4449, Page 575 of Cuyahoga County
               Deed Records;

    Course III Thence North 78 degrees 17' 31" East along a South-
               westerly line of said C. H. Giles, and others' land, a
               distance of 39.01 feet to a point;





                                     A-523






<PAGE>   585
                                                                           (CEI)





    Course IV  Thence South 3 degrees 40' 12" East, a distance of 85.54
               feet to the Principal Place of beginning and containing
               0.0738 acres of land as described by Lake. Inc., En-
               gineers and Surveyors, be the same more or less, but
               subject to all legal highways.

    Parcel No. 1 being the premises conveyed to the Company by deed
recorded in Volume 84-1873, Page 68 of Cuyahoga County Record of
Deeds.

    Parcel No. 1 is subject to (a)(i) a restriction limiting its use to parking
and access purposes and (ii) an easement for electric, gas, water, tele-
phone, cable and sewer line purposes, all as shown in an instrument
recorded in Volume 84-1873, Page 68 of Cuyahoga County Record of
Deeds and (b) an easement for gas pipeline purposes as shown in an
instrument recorded in Volume 84-1131, Page 8 of Cuyahoga County
Record of Deeds; and, may be subject to an easement for telephone line
purposes as shown in an instrument recorded in Volume 987, Page 453 of
Cuyahoga County Record of Deeds.



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                                     A-524
                            The next page is A-524A






<PAGE>   586
                                                                           (CEI)





                        AVON LAKE FUEL STORAGE ADDITION

                                 Parcel No. 1

    Situated in the City of Avon Lake, County of Lorain and State of
Ohio:

         Being part of Original Avon Township Section No. 6, and bound-
    ed and described as follows:

            Beginning at a stake set in the Easterly line of a proposed 40 foot
         highway known as Avondale Avenue which stake bears North 87 degrees
         04' West, 530 feet from a stake set in the Easterly line of an 86.27
         acre parcel of land now or formerly owned by Maria V. Smith, which
         stake bears North 2 degrees 56' East, 2082.25 feet from a stone
         monument marking the SouthEast corner of said parcel; thence from said
         place of beginning North 2 degrees 56' East along said Easterly line
         of Avondale Avenue, 70 feet to a stake; thence South 87 degrees 04'
         East, 90 feet to a stake; thence South 2 degrees 56' West, 70 feet to
         a stake; thence North 87 degrees 04' West, 90 feet to the place of
         beginning and known as being SubLots Nos. 433 and 434 of The Krogh
         Barr Syndicate's Allotment, proposed, and containing .176 of an acre
         of land, be the same more or less, but subject to all legal highways.

    Parcel No. 1 being the premises conveyed to the Company by deed
recorded in Volume 1380, Page 760 of Lorain County Record of Deeds.

    Parcel No. 1 is subject to a building setback restriction as shown in
an instrument recorded in Volume 182, Page 299 of Lorain County Record
of Deeds.





                                    A-524A






<PAGE>   587
                                                                           (CEI)





                                  AVON LINES

                                 Parcel No. 1

   Situated in the City of North Ridgeville, County of Lorain, and
State of Ohio, and known as being part of Block B in Ridgeville Park
subdivision and recorded in Volume 20, Page 20 and 20A of Lorain
County Plat Records, bounded and described as follows:

   Beginning at a point on the Westerly line of Cleveland Road
   Homesite Allotment as recorded in Volume 10, Page 27 of
   Lorain County Plat Records at its intersection with the north-
   easterly corner of parcel A, land conveyed to Veranda Proper-
   ties Inc. by deed dated February 19, 1981 and recorded in
   Volume 1276, Page 635 of Lorain County Deed Records; thence
   Westerly in the Northerly line of Veranda Properties as afore-
   said to the Northeasterly line of L.E. and P. Railroad; thence
   Northwesterly along the Northerly line of the L.E. and P.
   Railroad to the Southeasterly corner of land conveyed to The
   City of North Ridgeville by deed dated September 7, and
   recorded in Volume 1032, Page 15 of Lorain. County Deed
   Records; thence Northeasterly along the easterly line of land
   conveyed to the City of North Ridgeville as aforesaid to the
   Southwesterly corner of land conveyed to Douglas Kunes and
   Geraldine Kunes by deed dated December 11, 1984 and re-
   corded in Volume 1353, Page 246 of Lorain County Deed
   Records; thence easterly along Kunes's southerly line a dis-
   tance of about 575.24 feet to Cleveland Road Homesite Allot-
   ment as first aforesaid; thence southerly along the westerly
   line of Cleveland Road Homesite Allotment to the Northeast-
   erly corner of land conveyed to Phyllis Bello, by deed dated
   December 11, 1984 as recorded in Volume 1353 Page 244 of
   Lorain County Deed Records; thence Westerly along the
   Bello's northerly line to the northwesterly corner thereof;
   thence southeasterly along Bello's westerly line and the south-
   erly line of land conveyed to Charles E. Brown and Beverly
   Brown by deed dated December 11, 1984 as recorded in
   Volume 1353, Page 242 of Lorain County Deed Records, to the
   westerly line of Cleveland Road Homesite Allotment; thence
   southerly along the Westerly line of Cleveland Road Homesite
   Allotment to the principal place of beginning and continuing
   within said bounds about 3.08 acres, be the same more or less,
   but subject to all legal highways.





                                     A-525





                                                                              

<PAGE>   588
                                                                           (CEI)




   Excepting there from 0.753 acres that part conveyed to Maurice
Gardner and Carol Gardner, by deed dated August 28, 1984 and
recorded in Volume 1353, Page 49 of Lorain County Deed Records.

                            AVON FUEL STORAGE AREA

                                 Parcel No. 2

   Situated in the City of Avon Lake, County of Lorain and State of
Ohio, and known as being part of Original Avon Township Section No.
6 and bounded and described as follows:

   Beginning at a stake set in the Westerly line of a proposed 40
   foot highway known as Woodruff Avenue which stake bears
   North 87 degrees 04' West 130 feet from a stake set in the Easterly
   line of an 86.27 acre parcel of land now or formerly owned by
   Maria V. Smith, which stake bears North 2 degrees 56' East 387.25
   feet from a stone monument marking the Southeast corner of
   said 86.27 acre parcel; thence from said place of beginning
   North 87 degrees 04' West 90 feet to a stake; thence North 2 degrees 56 East
   35 feet to a stake; thence South 87 degrees 04" East 90 feet to a stake;
   set in said Westerly line of Woodruff Avenue; thence South
   2 degrees 56" West along said Westerly line of Woodruff Avenue 35
   feet to the place of beginning, and being further known as
   Sublot No. 158 of the Krogh-Barr Syndicate's Avon Beach
   Allotment, containing 0.088 acre of land, be the same more or
   less, but subject to all legal highways.

                           MOBIL RADIO ANTENNA SITE
                               ASHTABULA COUNTY

                                 Parcel No. 3

   Situated in the Township of Sheffield, County of Ashtabula and
State of Ohio, known and being part of Lot Eight (8), Section Two (2)
in said Sheffield Township and bounded and described as follows:

   Beginning at a point in the centerline of State Route 193,
   which point is located 474.93 feet southerly from the center-
   line of Plymouth Ridge Road, as measured along the centerline
   of State Route 193;

   Thence due East, 30 feet to an iron pin in the easterly line of
   State Route 193;

           Thence in the same course, 828.39 feet to an iron pin in a
   westerly line of land now owned by J. and F. Cusano, (as





                                     A-526





                                                                              

<PAGE>   589
                                                                           (CEI)




   recorded in Volume 514. Page 327 Ashtabula County Record
   of Deeds);

   Thence due South, along the westerly line of Cusano, 876.00
   feet to an iron pin;

   Thence South 85 degrees 18' West, parallel to the centerline of
   Plymouth Ridge Road and along a Northerly line of Cusano,
   831.19 feet to an iron pin in the easterly line of State Route
   193; thence in the same course, 30 feet to a point in the
   centerline of State Route 193;

           Thence due North, along the centerline of State Route 193,
   946.57 feet to the place of beginning and containing 17.96
   acres of land, pursuant to survey by Ronald M. Bienko, Profes-
   sional Surveyor, be the same more or less but subject to all
   legal highways.

                           MOBIL RADIO ANTENNA SITE

                                 GEAUGA COUNTY

                                 Parcel No. 4

   Situated in the Township of Huntsburg, County of Geauga and
State of Ohio and being part of Original Lot 78;

   Beginning at a point in the centerline of Clay Street, 150.00
   feet southerly from the southeast corner of land now or
   formerly owned by Edward Pilarczyk, (as recorded in Volume
   470, Page 178, Geauga County Record of Deeds), as measured
   along the centerline of Clay Street;

   Thence S. 3 degrees 49' W., along the centerline of Clay Street, 150.00
   feet to a point;

   Thence N. 88 degrees 09' W., parallel with the southerly line of
   Pilarczyk, 30.00 feet to an iron pin in the westerly line of Clay
   Street; thence in the same course, 866.70 feet to an iron pin in
   the easterly line of land now or formerly owned by F.G. & J.M.
   Foote, (as recorded in volume 551, Page 666, Geauga County
   Record of Deeds);

   Thence N. 4 degrees 25' E., along the easterly line of Foote, 150.00
   feet to an iron pin;

   Thence S. 86 degrees 09' E., parallel with the southerly line of
   Pilarczyk, 865.13 feet to an iron pin in the westerly line of
   Clay Street; thence in the same course, 30.00 feet to the place
   of beginning and containing 3.085 acres of land according to a
   survey by Ronald M. Bienko, P.S. 4841.





                                     A-527





                                                                              

<PAGE>   590
                                                                           (CEI)





                               RUTH SUBSTATION

                                 Parcel No. 5

   Situated in the Township of Claridon, County of Geauga and State
of Ohio, and known as being part of Lot No. 3, Section No. 9 in the East
Survey of Claridon Township.

   Beginning in the center of the east and west center road on the
   east margin of the P. & Y R.R. land; thence north 80 1/2 deg.
   East along the center of said East and West Road, 6 chains and
   33 links to the west line and formerly owned by E. K. Chace;
   thence S. 6 3/4 deg. W. along said west line 396.75 feet; thence
   N. 89 1/2 deg. W. to the east margin of the P. & Y R.R.; thence
   North 11 1/2 deg. W. along the same 336.24 feet to the place of
   beginning.

   Containing about 3.08 acres of land, be the same more or less,
   but subject to all legal highways.


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                                     A-528





                                                                              

<PAGE>   591
                                                                           (CEI)





                              Horizon Substation

                                 Parcel No. 1

    Situated in the City of Cleveland, County of Cuyahoga and State of
Ohio, and known as being all of Sublot Nos. 173 to 180, both inclusive,
part of Sublot Nos. 439 to 444, both inclusive, part of Race Avenue
S.E., 20 feet in width, as vacated by Ordinance Number 86256, passed
by the Council of the City of Cleveland, Ohio, February 4, 1929, and an
unnamed Alley, 12 feet in width, as vacated by Ordinance Number
88034, passed by the Council of the City of Cleveland, Ohio, June 20,
1932, in Walworth and Kelly's Allotment of part of Original Two Acre
Lot Nos. 125 to 132, both inclusive, Lot Nos. 213 to 220, both inclusive,
and part of Original One Hundred Acre Lot No. 487, as shown by the
recorded plat in Volume 2 of Maps, Page 26 of Cuyahoga County
Records, together forming a parcel of land bounded and described as
follows:

     Beginning on the northeasterly line of Canal Street, 66 feet in
width, at its intersection with the southeasterly line of Eagle Avenue
S.E., 66 feet in width;

     Course No. 1: thence North 56 degrees 15' 35" East along said southeast-
erly line of Eagle Avenue S.E., 163.50 feet to the northeasterly corner
of the aforementioned Sublot No. 173;

     Course No. 2: thence South 33 degrees 33' 58" East along the northeast-
erly line of said Sublot No. 173, the prolongation southeasterly
thereof, and the northeasterly line of the aforementioned Sublot No.
444, 314.64 feet to a point;

     Course No. 3: thence South 49 degrees 49' 18" West, 281.99 feet to a
point;

     Course No. 4: thence South 29 degrees 21' 50" West, 29.01 feet to the
northeasterly line of the aforementioned Canal Street;

     Course No. 5: thence North 30 degrees 38' 10" West, along said northeast-
erly line of Canal Street, 80.34 feet to an angle therein;

     Course No. 6: thence North 7 degrees 14' 30" West, continuing along the
northeasterly Line of said Canal Street, 311.94 feet to the place of
beginning, containing 81,049 square feet of land (1.8606 acres), ac-
cording to a survey by Garrett & Associates, Inc., Registered Engineers
and Surveyors, made in November, 1991, be the same more or Less, but
subject to all legal highways.





                                     A-529





                                                                              

<PAGE>   592
                                                                           (CEI)





   Parcel No. 1 being the premises conveyed to the Company by
deeds recorded at Volume 91-3301, page 16, and Volume 91-7879 page
27 of the Cuyahoga County Records.

   Parcel No. 1 is subject to a utility easement held by the Cleveland
Department of Water, recorded at Volume 91-6454, page 34 of the
Cuyahoga County Records.

                               ISSLER SUBSTATION

                                 Parcel No. 2

   Situated in the City of Independence, County of Cuyahoga and
State of Ohio and known as being part of Original Independence
Township Lots Nos. 19 & 20, Tract No. 2, West of the Cuyahoga River,
and more fully described as follows:

   Beginning at a point on the Easterly line of a widening of West
Creek Road as recorded in Volume 231 Page 90 of Cuyahoga County
Records at its intersection with the Northerly line of a parcel of land
conveyed to Three Rockside Center Limited Partnership by deed re-
corded in Volume 85-3440 Page 36 of Cuyahoga County Deed Records;

   Thence by the arc of a curve bearing to the right and along a
widening of West Creek Road, as aforesaid: Radius=1770.93 feet,
Delta=7 degrees-56'-48", Arc=245.62 feet, Chord=245.42 feet and
Chord Bearing North 20 degrees-04'-22" East to a point and P.T. of said
curve;

   Thence North 24 degrees-02'-46" East along the Easterly line of
West Creek Road, as aforesaid, 252.55 feet to a point and P.C. of a
curved turnout;

   Thence by the arc of a curve bearing to the right: Radius =30.00
feet, Delta=75 degrees-57'- 14", Arc=39.77 feet, Chord=36.92 feet and
Chord Bearing North 62 degrees-01'-23" east to a point on the South-
erly line of North Rockside Drive (60 feet wide);

   Thence South 80 degrees-00'-00" East along the Southerly line of
North Rockside Drive, as aforesaid, 583.46 feet to a point and the P.C.
of a curve;

   Thence by the arc of a curve bearing of the right: Radius=30.00
feet, Delta=50 degrees-50'-00", Arc=26.62 feet, Chord=25.75 feet and
Chord Bearing South 45 degrees-35'-00" East to a point of reverse
curve;

   Thence by the arc of a curve bearing to the left and along the
Southerly line of the North Rockside Drive cul-de-sac: Radius=65.00
feet, Delta=50 degrees-50'-00", Arc=57.67 feet, Chord=55.80 feet and





                                     A-530





                                                                              

<PAGE>   593
                                                                           (CEI)





Cord Bearing South 54 degrees-35'-00" East to a point and the princi-
pal place of beginning;

   Thence continuing by the arc of a curve bearing to the left and
along the Southerly line of the North Rockside Drive cul-de-sac: Ra-
dius=65.00  feet,  Delta=46  degrees-42'-34",  Arc=52.99  feet,
Chord=51.53 feet and Chord Bearing North 76 degrees-38'-43" East to
a point;

   Thence South 36 degrees-42'-34" East 85.00 feet to a point;

   Thence South 80 degrees-00'-00" East 190.77 feet to a point on the
right-of-way of Interstate Route 77;

   Thence South 14 degrees-56'-47" West along the right-of-way of
Interstate Route 77 a distance of 192.91 feet to a point;

   Thence South 20 degrees-20'-42" West along the right-of-way of
Interstate Route 77 a distance of 11.48 feet to a point;

   Thence South 87 degrees-44'-00" West 287.83 feet to a point;

   Thence North 10 degrees-00'-00" East 302.50 feet to a point on the
Northerly line of North Rockside Drive cul-de-sac and the principal
place of beginning and containing 1.6467 acres of land, according to a
survey by the Western Reserve Surveying Company in July, 1991, be
the same more or less, but subject to all legal highways.

   Parcel No. 2 being the property conveyed to the Company by deed
recorded at Volume 91-8191, Page 56 of the Cuyahoga County Records.

   Parcel No. 2 is subject to a ten (10) foot underground utility at
the front of the parcel adjacent to Rockside Road recorded at Volume
249, Page 8 of the Cuyahoga County Map Records.



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                                    A-531





                                                                              

<PAGE>   594
                                                                           (CEI)





                                 Parcel No. 1

                            Westwood Flyash Facility

Situated in the Township of Eaton, County of Lorain and State of Ohio
and being part of the original Lots 37 and 44 of Eaton Township and
bounded and described as follows:

   Beginning at a point of the Northwesterly line of the CleveLand,
   Columbus, Cincinnati, and St. Louis Railroad Company land and in
   the Center line of Avon-Beldon Road 80.00 feet in width; said point
   being on the Westerly line of original Eaton Township Lot 43;

   thence North 0 degrees 40' 00" West along the center Line of Avon-Beldon
   Road and the westerly line of original Eaton Township Lot 43 a
   distance of 1533.91 feet to the Principal Place of Beginning; said
   point being on the Northerly line of premises as deeded to Dorothy
   E. Maurus by deed dated September 10, 1931 and recorded in Deed
   Volume 262, Page 104 of Lorain County Records;

   thence continuing North 0 degrees 40' 00" West along the center line of
   Avon-Beldon Road a distance of 474.16 feet to a point; said point
   being the Southerly line of premises as deeded to Louis Lavoie and
   Nadine Lavoie by deed dated August 27, 1975 and recorded in
   deed Volume 1130, Page 356 of Lorain County records;

   thence continuing North 89 degrees 40' 00" East a distance of 416.00 feet
   to a point; said point being the southeast corner of said premises;

   thence continuing North 0 degrees 40' 00" West a distance of 208.00 feet to
   a point: said point being the northeast corner of said premises;

   thence continuing South 89 degrees 20' 00" West a distance of 416.00 feet
   to a point; said point being the Northwest corner of said premises
   and the center line of Avon-Beldon Road;

   thence continuing North 0 degrees 40' 00" West along the center line of
   Avon-Beldon Road a distance of 1651.53 feet to a point; said point
   being the Northwest corner of original Eaton Township Lot No. 44;

   thence North 89 degrees 56' 38" East along the South line of original Eaton
   Township Lot No. 45 a distance of 1371.68 feet to an iron pin; said
   point being at the Southeast corner of the West half of original
   Eaton Township Lot 45 and passing through an iron pipe set 50.00
   feet from center line of Avon-Beldon Road;

   thence continuing North 89 degrees 56' 33" East along the Southerly line of
   said original township Lot 45 a distance of 1420.47 feet to a point;





                                     A-532





                                                                              

<PAGE>   595
                                                                           (CEI)



                                  Parcel No. 2

                             Eastpoint Flyash Facility

   Situated in the Township of Ashtabula, County of Ashtabula, and
State of Ohio and further described as follows, to-wit:

       Known as being and lying in the north part of Lot No. 22, New
   Survey of Ashtabula Township, and is bounded and described as
   follows: On the North by land now owned by Henry Lyons and
   wife; on the West by the centerline of a public road; on the South
   by land of Felix Banton; on the East by land of said Felix Banton
   and to extend far enough north to contain just one (1) acre of
   land

SAID PREMISES ARE FURTHER BOUNDED AND DESCRIBED AS
FOLLOWS:

       Situated in the Township of Ashtabula, County of Ashtabula,
   and State of Ohio and being part of Original Ashtabula Township
   Lot No. 22 in Section No. 1 and bounded and described as follows:

       Beginning in the centerline of Sill Road at the southwest
   corner of land conveyed to Iva A. Lyons and Henry Lyons by deed
   dated April 28, 1915 and recorded in Volume 216, Page 283 of
   Ashtabula County Records; thence Easterly, along the southerly
   line of land so conveyed to Lyons to the westerly line of land
   conveyed as Parcel No. 1 to John J. Chestlock by deed dated June
   12, 1943 and recorded in Volume 379, Page 57; thence Southerly,
   along the westerly line of land so conveyed to Chestlock to the
   northeast corner of land conveyed to Robert T. Glldersleeve and
   Vera L Glldersleeve by deed dated September 15, 1942 and re-
   corded in Volume 372, Page 612 of Ashtabula County Records;
   thence westerly, along the northerly line of land so conveyed to
   Gildersleeve, about 399 feet to the centerline of Sill Road; thence
   Northerly, along the centerlIne of Sill Road to the place of
   beginning.



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                                     A-533





                                                                              

<PAGE>   596
                                                                           (CEI)



    said point being on the Southwest corner of the Eaton original
    Township Lot No. 36 and Southwest corner of Eaton Home Subdi-
    vision as shown by the recorded Plat in Volume 17 of Maps, Page
    38 and 39 of Lorain County Records;

    thence continuing North 89 degrees 04' 55" East along the Southerly line of
    said original Eaton Township Lot No. 36 a distance of 2531.91 feet
    to a point on the center line of Island Road 60.00 feet in width;
    said point being on the Southeast corner of said Eaton Home
    Subdivision;

    thence continuing South 0 degrees 07' 47" East along the center line of
    Island Road and the Easterly line of original Eaton Township Lot
    No. 37 a distance of 78.18 feet to a point at the intersection of the
    Northwesterly line of the Cleveland, Columbus, Cincinnati, and St.
    Louis Railroad Company land and the center line of Island Road;

    thence South 54 degrees 02' 17" West along the Northwesterly line of the
    aforesaid Railroad land a distance of 4488.37 feet to a point; said
    point being on the Northwesterly line of said Railroad land and the
    center line of the Barringer Ditch;

    thence North 74 degrees 51' 00" West along the center line of Barringer
    Ditch a distance of 709.39 feet to a point;

    thence North 84 degrees 23' 00" West along center line of BarrInger Ditch a
    distance of 283.41 feet to a point;

    thence North 74 degrees 27' 00" West along center line of Barringer Ditch a
    distance of 276.77 feet to a point;

    thence North 83 degrees 03' 00" West along center line of Barringer Ditch a
    distance of 433.60 feet to the principal Place of Beginning and
    containing about 207.66 acres of land be the same more or less; but
    subject to all legal highways.

   EXCEPTING THEREFROM an easement of The Ohio Telephone
and Telegraph Company recorded in Deed Volume 1001, Page 789 of
Lorain County Records;

   EXCEPTING THEREFROM an easement to The State of Ohio
recorded in Deed Volume 298, Page 41 and Page 42 of Lorain County
Records.





                                     A-534





                                                                              

<PAGE>   597
                                                                           (CEI)




                                 Parcel No. 3

                             Eastpoint Flyash Facility

   Situated in the Village of North Kingsville, County of Ashtabula,
and State of Ohio:

       Being parts of Original Kingsville Township Lots Nos. 37 and
    38 and bounded and described as follows:

       Beginning at the intersection of the southerly line of Middle
   Road with the westerly line of Original Kingsville Township Lot
   No. 34; thence Southerly along the westerly lines of Original
   Kingsville Township Lots Nos. 34 and 33 to the northeast corner of
   the second parcel of land conveyed to Anthoney Bucci and Ella
   Mae Bucci by deed recorded in Volume 388, Page 196, and Volume
   389, Page 69, respectively, of Ashtabula County Records of Deeds;
   thence Westerly along the northerly line of land so conveyed to
   Anthony Bucci and Ella Mae Bucci to the easterly line of the first
   parcel of land conveyed to Anthony Bucci and Ella Mae Bucci by
   said deeds; thence Northerly along the east line of said first parcel
   of land so conveyed to Anthony Bucci and Ella Mae Bucci to the
   southerly line of Middle Road; thence Easterly along the southerly
   line of Middle Road to the place of beginning and containing about
   9 acres of land.





                              [REMAINDER OF PAGE
                             INTENTIONALLY BLANK]





                                     A-535





                                                                              

<PAGE>   598

         TWENTIETH STREET STEAM HEATING STATION                (CEI)

   Parcel No. 26. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being Sublots Nos.
23 and 43 and part of a 20 foot alley in the Reeves, Rogers and
Denison Subdivision of a part of original ten acre Lots Nos. 137
and 138, as shown by the recorded plat of said Subdivision in

Volume "X"-22 of Deeds, Page 612 of Cuyahoga County Rec-
ords, and Sublots Nos. 19, 45 and 46 and parts of Sublots Nos. 20
and 44 in the Foster, Denison and others' Subdivision of a part
of original ten acre Lots Nos. 134. 135 and 136, as shown by the
recorded plat of said Subdivision in Volume "U"-19 of Deeds,
Page 8, of Cuyahoga County Records, together bounded and de-
scribed as follows

   Beginning in the southeasterly line of Lakeside Avenue, N. E.
(formerly Lake Avenue) at a point distant northeasterly meas-
ured along said southeasterly line, 85 feet from its intersection
with the easterly line of original ten acre Lot No. 136, said
point of beginning being also the most westerly corner of a parcel
of land conveyed by Sarah De Kaiser, wife of Jacob De Kaiser,
to Jacob De Kaiser, by deed dated July 14, 1913, recorded in
Volume 1499, Page 337, of Cuyahoga County Records thence
southeasterly, along the southwesterly line of land so conveyed
to Jacob De Kaiser as aforesaid, about 126 feet to the north-
westerly line of a parcel of land conveyed by Patrick O'Don-
nell, unmarried, to Ignatius F. Horstmann, Bishop of Cleve-
land, by deed dated September 19. 1894, recorded in Volume 581,
Page 626, of Cuyahoga County Records; thence northeasterly,
along said northwesterly line, 15 feet to the most westerly corner
of a parcel of land conveyed by James Root to Bridget Casey,
by deed dated April 11, 1867, recorded in Volume 147, Page 463,
of Cuyahoga County Records; thence, southeasterly along the
southwesterly line of land so conveyed to Bridget Casey as afore-
said, about 126 feet to the northwesterly line of Hamilton Avenue,
N. E. (formerly Hamilton Street; thence southwesterly, along
the northwesterly line of Hamilton Avenue, N. E., about 301
feet to the most easterly corner of a parcel of land conveyed by
Francis X. Byerly and Helen Byerly, husband and wife, to Har-
riet F. Madigan, by deed dated February 6, 1862, recorded in
Volume 124, Page 578, of Cuyahoga County Records thence
northwesterly along the northeasterly line of land so conveyed
to Harriet F. Madigan as aforesaid and the extension of said line,
about 120 feet to the most easterly corner of a parcel of land
conveyed by Frank B. Fretter and Margaret H. Fretter, husband
and wife, to Frederick W. Fretter, by deed dated May 11, 1897,
recorded in Volume 657, Page 267, of Cuyahoga County Records;
thence northwesterly, along the northeasterly line of land so
conveyed to Frederick W. Fretter as aforesaid, 132 feet to the
southeasterly line of Lakeside Avenue, N. E.; thence northeast-

                                     A-536





                                                                              

<PAGE>   599
                                     (CEI)





erly, along the southeasterly line of Lakeside Avenue, N.E., about
284 feet to the place of beginning, as appears by said plat; be the
same more or less, but subject to all legal highways and water-
ways.

   Parcel No. 27. Situated in the City of Cleveland, County of
Cuyahoga and State of Ohio, and known as being part of original
ten acre Lot No. 137, and bounded and described as follows:

   Beginning on the southeasterly line of Lakeside Avenue, N.E.
formerly Lake Street) to a point 85 feet northeasterly (meas-
ured along said southeasterly line), from its point of intersection
with the southwesterly line of said original Lot No. 137, said
point of beginning being also the northeasterly corner of a parcel
of land conveyed by Samuel McNally to Ignatius F. Horstmann,
by deed dated July 7, 1896, recorded in Volume 631, Page 634, of
Cuyahoga County Records; thence northeasterly, along said south-
easterly line of Lakeside Avenue N. E. to its point of intersection
with the southwesterly line of East 20th Street (formerly Ross
Street); thence southeasterly, along said southwesterly line of
East 20th Street, 85 feet; thence southwesterly, on a line parallel
to the southeasterly line of Lakeside Avenue N. E., 62 feet; thence
southeasterly, on a line parallel to the southwesterly line of East
20th Street, about 40 feet to the northwesterly line of land con-
veyed by James Root to James O'Connor, by deed dated April 15,
1869, recorded in Volume 164, Page 292, of Cuyahoga County
Records; thence southwesterly, along said northwesterly line of
land conveyed to James O'Connor, as aforesaid, and along the
southwesterly prolongation thereof, to its point of intersection
with the northeasterly line of land conveyed by Samuel McNally
to Ignatius F. Horstmann, by deed dated July 7, 1896, recorded
in Volume 631, Page 634, of Cuyahoga County Records, said
point of intersection being equidistant between the southeasterly
line of Lakeside Avenue N.E. and the northwesterly line of
Hamilton Avenue N.E.; thence northwesterly, along said north-
easterly line of land conveyed to Ignatius F. Horstmann as afore-
said, about 126 feet to the place of beginning; be the same more
or less, but subject to all legal highways and subject to the inter-
ests, if any, of the heirs, if any, of Patrick Bulger.





                 A-537





                                                                              

<PAGE>   600
                                                                           (CEI)


    EAST 20TH STREET STEAM PLANT ADDITION

    Parcel No. 9.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original 10 Acre Lot No. 137, bounded and described as follows:

    Beginning on the Northerly line of Hamilton Avenue, N.E.,
at a point 50 feet easterly of land deeded by J. Root to A. Rappe;
thence Northerly parallel to the Easterly line of Rappe land
half way to the Southerly line of Lake Avenue, N.E.; thence
Easterly parallel with Hamilton Avenue, N.E., 30 feet; thence
Southerly parallel to the first line to the North line of Hamilton
Avenue, thence Westerly along the Northerly line of Hamilton
Avenue, 30 feet to the place of beginning, as appears by said
plat, be the same more or less but subject to all legal highways;

    Being the premises conveyed by warranty deed from Ina
Hynes, single and unmarried, to the Company by deed dated
July 31, 1946 and recorded in Vol. 6209, page 437 of Cuyahoga
County Records.

    Parcel No. 10. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Ten Acre Lot No. 137 and bounded and described as
follows:

    Beginning on the Southwesterly line of East 20th Street
(formerly Ross Street) at a point distant 85 feet Southeasterly
measured along said Southwesterly line, from its intersection
with the Southeasterly line of Lakeside Avenue, N.E. (formerly

Lake Avenue); said point being also the most Easterly corner of
land conveyed to The Cleveland Electric Illuminating Company
by deed dated September 1, 1924, and recorded in Volume 3205,
page 66 of Cuyahoga County Records; thence Southeasterly along
the Southwesterly line of East 20th Street, about 41.58 ft., to the
most northerly corner of land conveyed to John J. Dalton by
deed dated March 27, 1906, and recorded in Volume 996, page 200
of Cuyahoga County Records; thence Southwesterly along the
Northwesterly line of land so conveyed to John J. Dalton and
along the Northwesterly line of land conveyed to James O'Connor
by deed dated April 15, 1869, and recorded in Volume 164, page
292 of Cuyahoga County Records, about 63 feet to a Southeasterly
corner of land conveyed to The Cleveland Electric Illuminating
Company by deed aforesaid; thence Northwesterly along a North-
easterly line of land so conveyed to The Cleveland Electric Illumi-
nating Company about 41.58 feet to an inner corner thereof;
thence Northeasterly along a Southeasterly line of land so con-
veyed to The Cleveland Electric Illuminating Company about 63
feet to the place of beginning be the same more or less, but
subject to all legal highways;

    Being the premises conveyed by warranty deed from Ina
A. Hynes, single and unmarried, to the Company dated January
11, 1947, recorded in Volume 6261, page 583 of Cuyahoga County
Records.





                                     A-538





                                                                              

<PAGE>   601
                                                       (CEI)





    EAST 20TH STREET STEAM PLANT--SECOND ADDITION

    Parcel No. 11.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original Ten Acre Lot No. 137, bounded and described as
follows:

    Beginning on the Northerly line of Hamilton Avenue, N.E.,
at a point 50 feet Westerly (Measured along said Northerly line)
from its intersection with the Westerly line of East 20th Street
(formerly Ross Street) which point is also the Southwesterly
corner of land conveyed to Margaret Dalton by Deed dated
October 20, 1913, and recorded in Volume 1531, Page 43 of Cuya-
hoga County Records; thence Northerly along the Westerly line
of land so conveyed to Margaret Dalton, about 125 feet to the
Southerly line of land conveyed to The Citizens Trust and Sav-
ings Bank, Columbus, Ohio, by deed dated March 17, 1925, and
recorded in Volume 3208, Page 393 of Cuyahoga County Records;
thence Westerly along the Southerly line of land so conveyed to
The Citizens Trust and Savings Bank, Columbus, Ohio, and
along the Southerly line of land conveyed to The Cleveland
Electric Illuminating Company by Deed dated September 1,
1924, and recorded in Volume 3205, Page 66 of Cuyahoga County
Records, 30 feet to the Northeasterly corner of land conveyed
to Henry J. Kappenhagen by deed dated March 7, 1895, and re-
corded in Volume 599, Page 29 of Cuyahoga County Records;
thence Southerly along the Easterly line of land so conveyed to
Henry J. Kappenhagen, about 125 feet to the Northerly line of
Hamilton Avenue, N.E.; thence Easterly along the Northerly
line of Hamilton Avenue N.E., 30 feet to the place of beginning,
be the same more or less, but subject to all legal highways.

    Parcel No. 12.  Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio. and known as being a part of
Original Ten Acre Lot No, 137, and bounded and described as
follows:

    Beginning in the Northerly line of Hamilton Avenue N.E.,
at a point 110 feet Easterly from the land conveyed to Amedius
Rappe, by Deed dated May 20, 1851, and recorded in Volume 51,
Page 200 of Cuyahoga County Records, which point is also 140
feet Westerly measured along said Northerly line of Hamilton
Avenue N.E., from the Westerly line of East 20th Street (for-
merly Ross Street) ; thence Northerly along a line parallel with
the Westerly line of East 20th Street, about 125 feet to a point
half way between the Northerly line of Hamilton Avenue N.E,.,
and the Southerly line of Lakeside Avenue N.E., (formerly Lake
Street); thence Easterly along a line parallel with the Northerly
line of Hamilton Avenue N.E., 30 feet; thence Southerly along





                      A-539





                                                                              

<PAGE>   602
                                                       (CEI)





a line parallel with the Westerly line of East 20th Street, about
125 feet to the Northerly line of Hamilton Avenue N.E.; thence
Westerly along the Northerly line of Hamilton Avenue N.E.,
30 feet to the place of beginning, be the same more or less, but
subject to all legal highways.

    Said Parcels 11 and 12 being the premises conveyed to the
Company by Ben Folkman Savings Plan of Cleveland, Inc., by
Warranty Deed dated July 31, 1948 and recorded in Volume
6627, Page 254 of Cuyahoga County Records.

    Parcel No. 13. Situated in the City of Cleveland, County
of Cuyahoga and State of Ohio, and known as being part of
Original 10 Acre Lot No. 137, and bounded and described as
follows:

    Beginning on the Northwesterly line of Hamilton Avenue,
N.E., at the Southwesterly corner of land conveyed by John
Hanlon, Executor, to Margaret Reddy, by Deed dated January
18, 1884, and recorded in Volume 363, Page 440 of Cuyahoga
County Records, said place of beginning being also distant
Southwesterly measured along said Northwesterly line of Hamil-
ton Avenue N.E., 140 feet from its intersection with the South-
westerly line of E. 20th Street; thence Northwesterly along the
Southwesterly line of land so conveyed to Margaret Reddy, about
126 feet to a Southeasterly line of land conveyed by W. A.
Dougherty and Ruth S. Dougherty to The Cleveland Electric
Illuminating Company by Deed dated September 1, 1924, and
recorded in Volume 3205, Page 66 of Cuyahoga County Records;
thence Southwesterly along said Southeasterly line of land so
conveyed to The Cleveland Electric Illuminating Company, as
aforesaid, 30 feet to the Northeasterly corner of land conveyed
by Ina Hynes, single, to The Cleveland Electric Illuminating
Company by Deed dated July 31, 1946, and recorded in Volume
6209, Page 437 of Cuyahoga County Records; thence Southeast-
erly along the Northeasterly line of land so conveyed to The
Cleveland Electric Illuminating Company as last aforesaid, about
126 feet to the Northwesterly line of Hamilton Avenue, N.E.;
thence Northeasterly along said Northwesterly line of Hamilton
Avenue, N.E.. 30 feet to the place of beginning, and containing
0.086 acre of land, be the same more or less, but subject to
all legal highways.

    Being the premises conveyed to the Company by William
M. Bassichis and Elsa D. Bassichis, husband and wife, by War-
ranty Deed dated September 2, 1948 and recorded in Volume
6632, Page 79 of Cuyahoga County Records.

    Parcel No. 14. Situated in the City of Cleveland, Cuyahoga
County. Ohio, and known as being part of Original Ten Acre Lot
No. 137, to-wit:

    Beginning on the northerly line of Hamilton Avenue, N.E.,
at a point distant 110 feet westerly (measured along said north-





                     A-540





                                                                             

<PAGE>   603
                                                     (CEI)





    erly line) from its intersection with the westerly line of East
    20th Street (formerly Ross Street) which point is also the
    southeasterly corner of the second parcel of land conveyed to The
    Cleveland Electric Illuminating Company by deed dated July 31,
    1948 and recorded in Volume 6627, Page 254 of Cuyahoga
    County Records; thence northerly from said point of beginning
    along the easterly line of said second parcel of land conveyed
    to The Cleveland Electric Illuminating Company, as aforesaid,
    about 125 feet to the southerly line of land conveyed to The
    Cleveland Electric Illuminating Company by deed dated Septem-
    ber 1, 1924 and recorded in Volume 3205, Page 66 of Cuyahoga
    County Records; thence easterly along said southerly line, 30 feet
    to the northwesterly corner of the first parcel of land conveyed to
    The Cleveland Electric Illuminating Company by said deed dated
    July 31, 1948, and recorded in Volume 6627, Page 254 of Cuya-
    hoga County Records, as aforesaid; thence southerly along the
    westerly line of said first parcel of land conveyed to The Cleve-
    land Electric Illuminating Company, as aforesaid, about 125
    feet to the northerly line of Hamilton Avenue, N.E.; thence
    westerly along the northerly line of Hamilton Avenue, N.E.;
    30 feet to the place of beginning, subject to all legal highways,
    together with the improvements thereon and known as No. 1927
    Hamilton Avenue.

       An undivided five-sixth (5/6) interest to said Parcel 14
    was conveyed by Andrew A. Kappenhagen, et al., to the Com-
    pany by Warranty Deed dated October 4, 1948 and recorded in
    Volume 6675, Page 245 of Cuyahoga County Records, and an
    undivided one-sixth (1/6) interest to said Parcel 14 was con-
    veyed by Guardian's Deed from Sophie Evans, Guardian, to the
    Company, dated February 17, 1949 and recorded in Volume 6675,
    Page 248 of Cuyahoga County Records.




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                     A-541





                                                                             

<PAGE>   604
Situated in the City of Cleveland, County of Cuyahoga and State of Ohio and
known as being part of sublots 17, 18 and 20 in the Dennis Ford and Arey's
Subdivision a part of Original One Hundred Acre Lot No. 404 as shown by plat
recorded in Volume 13, Page 15 of Cuyahoga County Deed Records, and also being
part of Arey Road, S.E., vacated by ordinance No. 88217, passed by the Council
of the City of Cleveland on August 26, 1929 and more fully described as
follows:

 Beginning at an iron pin, set by A.C.L.A., at the southwest corner of a parcel
of land conveyed to Michael W. Sands and known as being Auditor's Permanent
Parcel No.  121-12-32, said point also on the northerly right-of-way line of
Arey Road, 50 feet wide, now vacated;

 Thence South 38 degrees 29' 23" West, 50.00 feet to a point on the southerly
right-of- way line of Arey Road, now vacated, as aforesaid;

 Thence North 51 degrees 33' 42" West, 17.26 feet to an iron pin set;

 Thence North, 30 degrees 30' 00" East and along the easterly right-of-way line
of a parcel of land conveyed to the Greater Cleveland R.T.A. and known as being
Auditor's Permanent Parcel No. 121-12-63, 252.42 feet to an iron  pin set;

 Thence South 51 degrees 33' 42" East, 52.34 feet to a point;

 Thence South 38 degrees 29' 23" West, 200 feet to the Place of Beginning and
containing 0.1997 acres of land according to a survey by Adache-Ciuni-Lynn
Associates August 9, 1993, be the same, more or less, but subject to all legal
highways.

Situated in the City of Cleveland, County of Cuyahoga and State of Ohio:
and known as being Sublot No. 15 in Dennis, Ford and Arey's Subdivision
of part of Original 100 acre Lot No. 404, as shown by the recorded plat
in Volume 13 of Maps, Page 15 of Cuyahoga County Records, and having a
frontage of 41 feet on the Northeasterly side of Arey Road, S.E., and
extending back of equal width 173 feet, as appears by said plat.

Situated in the City of Cleveland, County of Cuyahoga and State of Ohio;
and known as being all of Sublot No. 16 and part of Sublot No. 20 in
Dennis, Ford and Arey's Subdivision of part of original 100 Acre Lot No.
403, as shown by the recorded plat in Volume 13 of Maps, Page 15 of
Cuyahoga County Records, and together forming a parcel of land bounded
and described as follows:

Beginning on the Northeasterly line of Arey Road S.E., (50 feet wide) at
the most Southerly corner of said Sublot No. 16; thence Northwesterly
along the Northeasterly line of Arey Road S.E. 42 feet to the most Westerly
corner of said Sublot No. 16; thence Northeasterly along the Northwesterly
line of said Sublot No. 16 and along the Northeasterly prolongation thereof,
200 feet to the most Northerly corner of land conveyed to Luigi and Maria
Sepe by deed dated october 31, 1952 and recorded in Volume 7653, Page 381
of Cuyahoga County Records; thence Southeasterly along the Northeasterly
line of land so conveyed 42 feet to the Southeasterly line of said Sublot
No. 20; thence Southwesterly along the Southeasterly line of said Sublots
Nos. 20 and 16, 200 feet to the place of beginning



                                    A-542

<PAGE>   605
                                                                           (CEI)



   Situated in the Village of North Kingsville, County of Ashtabula and State
   of Ohio: Known as being part of Original Kingsville Township Lot No. 34, and
   bounded and described as follows:

   Beginning at the point of intersection of the center line of Middle Rd. with
   the west line of Lot #34; Thence Southerly along the easterly line of land
   formerly owned by Angelo Ray, a distance of 12 rods to a stake; Thence
   Easterly and along a northerly line of land now or formerly owned by Walter
   H. Balcomb and Bessie E.  Balcomb, a distance of 10 rods to a stake; Thence
   northerly along a westerly line of said Balcomb land, a distance of 12 rods
   to a point in the center line of Middle Rd.; Thence Westerly along the
   center line of Middle Rd. to the place of beginning, and containing 0.75 of
   an acre of land, be the same more or less, but subject to all legal
   highways.

                             That, CLEVELAND ELECTRIC ILLUMINATING, CO. in
the County of Cuyahoga and State of Ohio and whose P.O. Address is 6200
Oaktree Blvd., Independence, OH 44131

is the owner in fee simple of lands situated in the City of Eastlake
County of Lake and State of Ohio, an accurate description and plat of
which are as follows, to-wit:

and known as being the Easterly portions of Sublots 11 and 12 in Block
18 of The Elworthy Helwick Company's Lake Shore Boulevard Estates
Allotment  No. 1 of  part of Original Willoughby Township Lot 24, Gore
Tract, as shown by the Plat of said Allotment recorded in Volume D, Page
55 of the Map Records of said Lake County, and together forming a parcel
of  land  containing  0.2923  of  an acre.  And bounded and described as
follows:  BEGINNING at a point in the Westerly line of Erie Road, 60
feet wide, at the Southeasterly corner of said Sublot No.  12; THENCE
North 12 deg. 50' 30" West, along said Westerly line of Erie Road 111.11
feet to the point at the Northeasterly corner of said Sublot 11; THENCE
North 86 deg. 00' 00" West, along the Northerly line of said Sublot 11 a
distance of 115.38 feet to a point; THENCE South 9 deg. 47' 45" East,
102.97 feet to a point in the Southerly line of said Sublot 12; THENCE
South 86 deg. 00' 00" East,  139.26 feet to the place of beginning.

Be the same more or less, but subject to all legal highways and to the
restrictions, conditions, limitations, rights, agreements, reservations,
right of ways, easements of record, zoning restrictions and adverse
claims, if any, which may have been imposed there-on.

Said Sublot No.  11 is subject to all legal highways and also subject to
the restrictions, conditions, covenants and agreements as contained in
the Deed from The Elworthy Helwick Company to Emma Kitchen, same being
land title registration Document No. 514, Deed No. 286.

Sublot  No.   12  only:   Subject  to  covenants,  agreements, easements,
restrictions and conditions of record, and to any state of facts an
accurate survey may show.

This Conveyance has been examined and the Grantor has complied with
Section 319.202 of the Revised Code.   $208.00  52.00 x 4




                                  A-543





                                                                             

<PAGE>   606
Subject to the exceptions mentioned in Section 5309.28 Revised Code of
Ohio, providing for the registration of land titles, and subject to the
lesser estates and interests, liens, charges and incumbrances mentioned
and described in the memorials indorsed hereon or on the sheet of
Memorials attached hereto.



                             That, CLEVELAND ELECTRIC ILLUMINATING CO.  in
the County of Cuyahoga and State of Ohio and whose P.O. address is P.O.
Box 94661, Cleveland. OH 44101

is the owner in fee simple of lands situated in the City of Eastlake,
County of Lake and State of Ohio. an accurate description and plat of
which are as follows, to-wit:

and known as being a part of Willoughby Lot No. 24 in the Gore and is
bounded and described as follows:  BEGINNING on the centerline of River
Road, now known as Erie Road, also known as Lake Road, at a point South
21 deg.  57' East, along the centerline of said road distant 246.3 feet
from the Southwest corner of one acre of land now owned by Emma S.
Trimmer; THENCE North 80 deg. 55' East, 550.8 feet to the centerline of
dead branch of Chagrin River passing through iron stakes at 30.77 feet
on the East line of said road and 47.74 feet from the centerline of said
dead branch; THENCE South 44 deg. 37' East, along the centerline of
said dead branch and said line extending 134.11 feet to an iron pipe
stake; THENCE South 68 deg. 03' West, 588.7 feet to the centerline of
said River Road, now known as Erie Road, passing through iron pipe
stakes 210.85 feet and 30.0 feet from the centerline of said River Road,
now known as Erie Road; THENCE North 21 deg. 57' West, along the
centerline of said River Road, now known as Erie Road, 246.3 feet to the
place of beginning and containing 2.354 acres of land, according to a
survey thereof made by the Clark and Pike Co., Registered Surveyor No.
798, be the same more or less, but subject to all legal highways.

This Conveyance has been examined and the Grantor has complied with
Section 319.202 of the Revised Code.   $480.00  120.00 x 4

Subject to the exceptions mentioned in Section 5309.28 Revised Code of
Ohio, providing for the registration of land titles, and subject to the
lesser estates and interests, liens, charges and incumbrances mentioned
and described in the memorials indorsed hereon or on the sheet of
Memorials attached hereto.



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                                  A-544





                                                                             

<PAGE>   607
<TABLE>
                                                            EXHIBIT B-1
                                                                 
                                          CREDIT AGREEMENTS SECURED UNDER THIS INDENTURE

<CAPTION>
                                                                            MAXIMUM PRINCIPAL
                                                                             AMOUNT SECURED
NO.           CREDIT AGREEMENT                                             UNDER THIS INDENTURE
- ---           ----------------                                             --------------------
 <S>   <C>                                                                         <C>
 1.    Credit Agreement, dated as of May 14, 1993, among                           $205,000,000
       Centerior Energy Corporation ("Centerior") and                      
       Centerior Service Company, the banks named therein                  
       and Citibank, N.A., as agent (the "Revolver Agent"),                
       as amended, and the Guaranty, dated May 14, 1993, of The            
       Cleveland Electric Illuminating Company ("CEI")                     
       and The Toledo Edison Company ("TEC") in                            
       favor of the Lenders named therein                                  
       and the Revolver Agent, as amended.                                 
                                                                           
 2.    Reimbursement Agreement, dated as of August 7,                              $185,428,590
       1992, among TEC, CEI, Barclays Bank, PLC,                           
       as Fronting Bank, Administrative Agent and                          
       Co-Agent, Chemical Bank, as Co-Agent, and the                       
       Participating Banks named therein, as amended.                      
                                                                           
 3.    Reimbursement Agreement, dated as of April 15,                               $42,709,930
       1992, among TEC, CEI, Union Bank as Administrating Bank,            
       and The Bank of Tokyo, Ltd., as Funding Bank,                       
       and the Participating Banks named therein, as amended.              
                                                                           
 4.    Amended and Restated Credit Agreement, dated as of                           $40,000,000
       May 26, 1993, among CEI, the Banks party thereto                    
       and The First National Bank of Chicago, as Agent,                   
       as amended.                                                         
                                                                           
 5.    Credit Agreement, dated as of May 15, 1990, between CEI                       $6,400,000
       and Citibank, N.A. (assigned to The Toronto-Dominion Bank),         
       as amended.
</TABLE>





                                      B-1

<PAGE>   608
<TABLE>
                                                            EXHIBIT B-2
                                                                 
                                                                 
                                             FURTHER PERMITTED OBLIGATIONS AGREEMENTS
                                              INITIALLY SECURED UNDER THIS INDENTURE


<CAPTION>
                                                                                      MAXIMUM
                                                                                      PRINCIPAL AMOUNT
            FURTHER PERMITTED                                                         SECURED UNDER 
NO.         OBLIGATIONS AGREEMENTS                                                    THIS INDENTURE
- ---         ----------------------                                                    --------------
<S>         <C>                                                                        <C>
1.          A reimbursement agreement(s) to be entered into                                   [TO BE
            among TEC, CEI, an agent(s) and certain                                    DESIGNATED IN
            participating banks, pursuant to which                                      SUPPLEMENTAL
            certain letters of credit will be issued                                      INDENTURE]
            for the benefit of certain of the                                         
            beneficiaries of the existing letters of                                  
            credit which have been issued pursuant to the
            two reimbursement agreements described in
            Exhibit B-1 to this Indenture.  Such
            reimbursement agreement(s) will be entered
            into if TEC and CEI are obligated by certain
            agreements to cause the amounts available for
            draw by those beneficiaries to be increased in
            response to certain tax rate changes.
            Notwithstanding the foregoing, portions of
            the reimbursement obligations with respect to
            such letters of credit shall be excluded from
            the list of Further Permitted Obligations
            Agreements under the circumstances described
            in Article XVI, Section 7.
</TABLE>





                                      B-2

<PAGE>   609
                                   EXHIBIT C
                                       
                 FIRST MORTGAGE INITIAL RECORDING INFORMATION


    The First Mortgage was first filed for record and recorded in the office of
the Recorder of the Counties listed below, all in the State of Ohio, as
follows:

          COUNTY               VOLUME        PAGE          FILED FOR RECORD

Cuyahoga                         5117           1            July 18, 1940
Lorain                            267           1            July 18, 1940
Ashtabula                         233           1            July 18, 1940
Lake                              134         356            July 18, 1940
Geauga                            207         150            July 18, 1940
Summit                           1842         555            July 18, 1940
Trumbull                          264           1            July 18, 1940
Portage                           707         415            April 7, 1959
Warren, PA                        201         602            December 21, 1967
Ottawa                            181           1            May 8, 1974
Beaver, PA                        859           7            April 30, 1975





                                      C-1


<PAGE>   1




________________________________________________________________________________
________________________________________________________________________________

                                      
                  OPEN-END SUBORDINATE INDENTURE OF MORTGAGE
                                      
                                      
                                   between
                                      
                                      
                          THE TOLEDO EDISON COMPANY
                                      
                                      
                                     and
                                      
                                      
                           BANK ONE, COLUMBUS, N.A.
                                                as Trustee
                                      
                                      
                                      
                                      
                                    Dated
                                      
                                    as of
                                      
                                 June 1, 1994
                                      

________________________________________________________________________________
________________________________________________________________________________

<PAGE>   2
<TABLE>
                                                         TABLE OF CONTENTS
                                                         -----------------
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              1
Recitals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              1
Granting Clauses:                                                                                    
                                                                                                     
         Grant and Conveyance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              2
         Real Estate - Particular Designations  . . . . . . . . . . . . . . . . . . . . . . . . . .              2
         Electric Generating Plants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              2
         Electric Transmission Lines  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              2
         Electric Substations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              3
         Electric Distribution Systems  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              3
         Property Hereafter Acquired  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              3
         All Right, Title and Interest of the Company                                                
           in the Mortgaged Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              4
                                                                                                     
Excepted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              4
Habendum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              5
Subject to Certain Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              5
Grant in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              5
General Covenant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              5
                                                                                                     
                                                                                                     
                                                             ARTICLE I
                                                            DEFINITIONS
                                                                                                     
SECTION 1.  Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              6
SECTION 2.  Construction of References  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             16
SECTION 3.  Acts by Secured Parties, Agents, Representatives                                         
                  or Designated Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             16
SECTION 4.  Determination of Amounts of Obligations . . . . . . . . . . . . . . . . . . . . . . . .             16
SECTION 5.  Effect of Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             17
SECTION 6.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             17
                                                                                                     
                                                            ARTICLE II
                                                           SUBORDINATION
                                                                                                     
SECTION 1.  Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              17
SECTION 2.  Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              18
</TABLE> 

                                                               - i -

<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
                                                                                                    
                                                            ARTICLE III
                                      SECURING OF ADDITIONAL OBLIGATIONS UNDER THIS INDENTURE
                                                                                                    
<S>                                                                                                           <C>
SECTION 1.  Additional Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            18
SECTION 2.  Delivery  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            22
SECTION 3.  Limit of Outstanding Obligations;                                                       
                    Continuing Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            22
SECTION 4.  CEI Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            22
                                                                                                    
                                                                 
                                                            ARTICLE IV
                                                PARTICULAR COVENANTS OF THE COMPANY
                                                                                                    
SECTION 1.  Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            23
SECTION 2.  Payment of Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            23
SECTION 3.  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            23
SECTION 4.  Good Repair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            23
SECTION 5.  Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            24
SECTION 6.  Recordation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            24
SECTION 7.  Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            24
SECTION 8.  Subordination of Subsequent Mortgages . . . . . . . . . . . . . . . . . . . . . . . . .            24
SECTION 9.  Performance Under First Mortgage and Prior Liens  . . . . . . . . . . . . . . . . . . .            25
SECTION 10. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            25
SECTION 11. Compliance with Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            25
SECTION 12. Accountant's Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            25
SECTION 13. Veracity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            26
                                                                                                    
                                                                                                    
                                                             ARTICLE V
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE VI
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE VII
                                              POSSESSION, USE AND RELEASE OF PROPERTY
                                                                                                    
SECTION 1.  Possession Until Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            26
SECTION 2.  Disposition Without Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            26
</TABLE>


                                                                - ii -

<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                             <C>
SECTION 3.  Disposition upon Release under First Mortgage                                            
                  and Prior Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             27
SECTION 4.  No Duty to Investigate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             28
SECTION 5.  Obligations and Powers of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . .             28
                                                                 
                                                                 
                                                           ARTICLE VIII
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE IX
                                                       REMEDIES UPON DEFAULT
                                                                 
SECTION 1.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             28
SECTION 2.  Sale of Trust Estate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             29
SECTION 3.  Foreclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             30
SECTION 4.  Manner of Sale  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             30
SECTION 5.  Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             31
SECTION 6.  Appointment of Receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             32
SECTION 7.  Waiver by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             32
SECTION 8.  Direction by the Control Party  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             32
SECTION 9.  Restoration to Former Position  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             32
SECTION 10. Suits in Name of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             33
SECTION 11. No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             33
                                                                 
                                                                 
                                                             ARTICLE X
                                                            [RESERVED]
                                                                 
                                                                 
                                                            ARTICLE XI
                                             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                                                      OFFICERS AND DIRECTORS
                                                                 
SECTION 1.  Immunity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             33
</TABLE>



                                                                - iii -

<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
                                                                 
                                                            ARTICLE XII
                                                  CONSOLIDATION, MERGER AND SALE
                                                                                                    
<S>                                                                                                           <C> 
SECTION 1.  No Bar  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            33
SECTION 2.  Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            34
SECTION 3.  Lien upon Assets of Successor Corporation . . . . . . . . . . . . . . . . . . . . . . .            34
                                                                                                    
                                                                 
                                                           ARTICLE XIII
                                                            THE TRUSTEE
                                                                                                    
SECTION 1.  The Trustee Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            35
SECTION 2.  Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            37
SECTION 3.  Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            38
SECTION 4.  Cessation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            39
SECTION 5.  Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            39
SECTION 6.  Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            40
SECTION 7.  Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            40
SECTION 8.  Trustee as Secured Party  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            40
SECTION 9.  Appointment of a Co-Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            41
                                                                                                    
                                                                                                    
                                                            ARTICLE XIV
                                                      SUPPLEMENTAL INDENTURES
                                                                                                    
SECTION 1.  Supplemental Indentures Without Consent of                                              
                        Secured Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            42
SECTION 2.  Supplemental Indentures with Consent of Designated                                      
                   Holders and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            43
SECTION 3.  Parties to Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . .            43
                                                                                                    
                                                                                                    
                                                            ARTICLE XV
                                       CANCELLATION AND DISCHARGE OF LIEN OF THIS INDENTURE
                                                                                                    
SECTION 1.  Cancellation and Discharge of Lien  . . . . . . . . . . . . . . . . . . . . . . . . . .            44
                                                                                                    
                                                                                                    
                                                            ARTICLE XVI
                                                     MISCELLANEOUS PROVISIONS
                                                                                                    
SECTION 1.  No Benefit to Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            44
</TABLE>



                                                                - iv -

<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
SECTION 2.  Invalidity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             44
SECTION 3.  Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             45
SECTION 4.  Certification; Notice; Opinion  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             45
SECTION 5.  Successors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             46
SECTION 6.  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             46
SECTION 7.  Exclusion of Certain Further Permitted Obligations                                       
                 Under Certain Circumstances  . . . . . . . . . . . . . . . . . . . . . . . . . . .             46
                                                                                                     
                                                                                                     
EXHIBIT A           PARCELS OF LAND OWNED BY THE COMPANY                                                         A
EXHIBIT B-1         CREDIT AGREEMENTS SECURED UNDER THIS INDENTURE                                             B-1
EXHIBIT B-2         FURTHER PERMITTED OBLIGATIONS AGREEMENTS INITIALLY                                         B-2
                    SECURED UNDER THIS INDENTURE                                                     
EXHIBIT C           FIRST MORTGAGE INITIAL RECORDING INFORMATION                                               C-1
</TABLE>



                                                                - v -

<PAGE>   7
                  OPEN-END SUBORDINATE INDENTURE OF MORTGAGE
                  ------------------------------------------                    
   Maximum Principal Amount of Indebtedness Secured Hereby:  $1,500,000,000
   -------------------------------------------------------
                   This Indenture Secures Future Advances.
                   --------------------------------------
                 THIS OPEN-END SUBORDINATE INDENTURE OF MORTGAGE is dated as of
June 1, 1994, by and between THE TOLEDO EDISON COMPANY, a public utility and
corporation organized and existing under the laws of the State of Ohio
(hereinafter called the "Company"), and BANK ONE, COLUMBUS, N.A., a national
banking association organized and existing under the laws of the United States
(hereinafter called the "Trustee").  Capitalized terms used in the following
recitals and granting clauses are used as defined in Section 1 of Article 1 of
this Indenture.
                                      
                                  RECITALS:
                                  ---------
                 WHEREAS, the Company deems it necessary from time to time to
enter into obligations to further its corporate purposes and to secure
hereunder those obligations and the obligations of the affiliates of the
Company in furtherance of those corporate purposes; and

                 WHEREAS, the Company and the affiliates of the Company have
entered or will enter into those Obligations set forth in Exhibits B-1 and B-2
attached hereto; and

                 WHEREAS, the Company, as mortgagor, has granted a lien on and
security interest in the mortgaged property pursuant to the terms of the First
Mortgage Indenture; and

                 WHEREAS, in consideration of the execution and delivery of
certain modifications to certain of the Obligations set forth in Exhibits B-1
and B-2 attached hereto, and other good and valuable consideration, the Company
hereby intends to secure the Obligations set forth in Exhibits B-1 and B-2
attached hereto by granting to the Trustee for the benefit of the Secured
Parties a lien on and security interest in the trust estate which lien and
security interest are and shall be subordinate and junior in priority to the
First Mortgage Lien and any Prior Liens; and

                 WHEREAS, the Board of Directors of the Company, at meetings
thereof respectively duly convened and held, has duly authorized the execution
and delivery of this Indenture to secure the Obligations;

                 WHEREAS, all the requirements of law and the regulations and
articles of incorporation of the Company have been fully complied with and all
other acts and things necessary to make this Indenture a valid, binding and
legal instrument for the security of the Obligations have been done and
performed;  and

<PAGE>   8
                 WHEREAS, the maximum principal amount of indebtedness that may
be secured under this Indenture is $1,500,000,000.

                 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                 That the Company, in consideration of the promises and mutual
covenants herein contained, the execution and delivery by the Secured Parties
concurrently with the execution and delivery of this Indenture of certain
modifications to certain of those Obligations, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and in order to secure the payment of the Obligations according to their tenor
and effect, and the performance and observance of all the covenants and
conditions in the Obligations and herein contained, has executed and delivered
this Indenture, and does hereby grant a lien on and security interest in and
transfer unto the Trustee, which lien and security interest are and shall be
subordinate and junior in priority to the Permitted Liens including the First
Mortgage Lien and any Prior Liens, the mortgaged property as follows:

                                     FIRST.

                 All those certain pieces or parcels of land, including the
improvements thereon, owned by the Company and described in Exhibit A attached
hereto.

                                    SECOND.

                 Also all electric generating plants, power sites and stations
of the Company, including all power houses, buildings, dams, races, raceways,
head works, structures and works, and the land of the Company on which the same
are situated, and all the Company's lands, easements, rights, rights of way,
water rights, flowage rights, flooding rights, permits, franchises, consents,
privileges, licenses, poles, wires, machinery, equipment, appurtenances and
supplies, forming a part of said plants, sites or stations, or any of them,
used or enjoyed, or capable of being used or enjoyed in conjunction or
connection therewith, all situated in the State of Ohio.

                                     THIRD.

                 Also all electric transmission lines and transmission line
rights of way of the Company, including the towers, poles, pole lines, wires,
switch racks, insulators and other appliances and equipment, and all other
property of the Company, real, personal or mixed, forming a part thereof or
appertaining thereto, together with all of the Company's lands or interests in
lands, rights of way, easements, permits, privileges, municipal or other
franchises, consents, licenses and rights, for or relating to the construction,
maintenance or operation thereof, through, over, under or upon any public
streets or highways or other lands, public or private, all situated in the
State of Ohio.





                                     - 2 -

<PAGE>   9
                                    FOURTH.

                 Also all electric substations, switching stations and
substation sites of the Company, including all buildings, structures, towers,
poles, equipment, appliances and devices for transforming, converting and
distributing electric energy and all of the Company's lands, easements, rights
of way, rights, franchises, privileges, machinery, equipment, appliances,
devices, appurtenances and supplies forming a part of said substations or any
of them, or used or enjoyed, or capable of being used or enjoyed, in
conjunction or connection with any thereof, all situated in the State of Ohio.


                                     FIFTH.

                 Also all electric distribution systems of the Company,
including towers, poles, wires, insulators and appurtenances, appliances,
devices and equipment, and all the Company's other property, real, personal or
mixed, forming a part of or used, occupied or enjoyed in connection with or in
any way appertaining to said distribution systems, or any of them, together
with all the Company's rights-of-way, easements, permits, privileges,
municipal or other franchises, licenses, consents and rights for or relating to
the construction, maintenance or operation thereof through, over, under or upon
any public streets or highways, or public or private lands situated in the
State of Ohio.


                                     SIXTH.

                 Also, subject to the provisions of Article XII, all other
property, whether real, personal or mixed including, without limitation,
equipment (except any hereinbefore or hereinafter expressly excepted), and
whether now owned or hereafter acquired by the Company and wheresoever
situated, including (without in anywise limiting or impairing by the
enumeration of the same the scope and intent of the foregoing or of any general
description contained in this Indenture) all lands, power sites, flowage
rights, water rights, rights to the use of water, including all the right,
title and interest of the Company in and to any and all decrees therefor,
flumes, ditches, reservoirs, reservoir sites, canals, raceways, dams, dam
sites, dam rights of way and roads; all plants for the generation of
electricity by steam, water and/or other power; all power houses, gas plants,
telephone systems, water works, water systems, steam heat plants, hot water
plants, substations, gathering lines, transmission lines, distributing systems,
bridges, culverts, tracks, ice plants, refrigeration plants, railway systems,
whether street or interurban; all offices, buildings and structures, and the
equipment thereof; all machinery, engines, boilers, dynamos, machines,
regulators, meters, transformers, generators and motors; all conduits, cables
and lines; all pipes whether for water, steam or hot water heat, gas or other
purposes; all mains and pipes, service pipes, fittings, valves and connections,
poles, wires, tools, implements, apparatus, furniture, and chattels; all lines
for the transmission and/or distribution of electric current, gas, steam or hot
water heat or water for any purpose, including





                                     - 3 -

<PAGE>   10
towers, poles, wires, cables, pipes, conduits, street lighting systems and all
apparatus for use in connection therewith; all real estate, lands, leases,
leaseholds; all easements, servitudes, licenses, permits, rights, powers,
franchises (except the franchise to be a corporation), privileges, rights of
way and other rights in or relating to real estate or the occupancy of the same
and (except as hereinbefore or hereinafter expressly excepted) all the right,
title and interest of the Company in and to all other property of any kind or
nature appertaining to and/or used and/or occupied and/or enjoyed in connection
with any property hereinbefore described;

                                    SEVENTH.

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

                 EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this
Indenture and from the lien hereof:

                          (a)     All bills, notes and accounts receivable,
                 cash on hand or in banks, contracts, operating agreements and
                 choses in action and the Company's interest in existing leases
                 in which the Company is lessor (but not in which the Company
                 is lessee) and in leases hereafter made of portions of the
                 mortgaged property in which the Company is lessor (but not in
                 which the Company is lessee);

                          (b)     All shares of stock and other certificates or
                 evidences of interest therein, and all bonds, notes and other
                 evidences of indebtedness or certificates of interest therein
                 and other securities now owned or hereafter acquired or
                 possessed by the Company;

                          (c)     All materials, merchandise, appliances and
                 supplies acquired for the purposes of resale or leasing to its
                 customers in the ordinary course and conduct of the business
                 of the Company, and all materials and supplies held for
                 consumption in operation or held in advance of use thereof for
                 fixed capital purposes; and

                          (d)     All electric energy and other materials or
                 products generated, manufactured, produced or purchased by the
                 Company for sale, distribution or use in the ordinary course
                 and conduct of its business.





                                     - 4 -

<PAGE>   11
                 AND FURTHER EXPRESSLY EXCEPTING AND EXCLUDING from this
Indenture and from the lien hereof, all property, permits and franchises of any
other corporation of whatever character, shares of stock or securities whereof,
or obligations secured by lien upon the properties and franchises whereof, that
may be now owned or hereafter acquired or possessed by the Company,
notwithstanding the fact that the Company may own or hereafter acquire all or
substantially all of the shares of stock or other securities issued by, or
secured by lien upon property of, any such corporation, or that any such
corporation may be incorporated or organized at the instance of or for the
account of the Company, or that all or any part of the shares of stock or other
securities of such corporation may be subjected to the lien hereof by the
Company.

                 AND FURTHER EXPRESSLY EXCEPTING AND EXCLUDING from this
Indenture and from the lien hereof (to the extent, if any, not excepted and
excluded therefrom by other provisions of this Indenture), all Nuclear Fuel;
all of the following as defined in the Facility Lease (Beaver Valley):  all of
the Company's interest in the Undivided Interest, the Capital Improvements and
the Ground Lease Property; and all of the following as defined in the Facility
Lease (Bruce Mansfield):  all of the Company's interest in the Undivided
Interest, the Undivided Site Interest, the Easements, the Ancillary Rights, and
any mineral rights on or under the Site.

                 TO HAVE AND TO HOLD all said properties, real, personal and
mixed, mortgaged, pledged and conveyed by the Company as aforesaid, or intended
so to be, unto the Trustee and its successors and assigns forever;

                 SUBJECT, HOWEVER, to the exceptions and reservations and
matters hereinabove recited, to the First Mortgage Lien and any Prior Liens, to
existing leases other than leases which by their terms are subordinate to the
lien of this Indenture, to existing liens upon rights-of-way for transmission
or distribution line purposes, as hereinafter in Article I defined, and any
extensions thereof, and subject to existing easements for streets, alleys,
highways, rights-of-way and railroad purposes over, upon and 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 $1,000,000 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 hereof, and to undetermined liens and charges, if any, incidental to
construction or other existing Permitted Liens as hereinafter defined in
Article I;

                 IN TRUST, NEVERTHELESS, upon the terms and trusts herein set
forth, for the equal and proportionate benefit and security of all present and
future Secured Parties, or any of them, without preference of any of said
Secured Parties over any other Secured Parties by reason of priority in time of
the execution of any Obligation;

                 AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and
between the parties hereto, that all the trust estate is to be held and applied
subject to





                                     - 5 -

<PAGE>   12
the further covenants, conditions, uses and trusts hereinafter set forth; and
the Company, for itself and its successors, does hereby covenant and agree to
and with the Trustee and its successors in said trust, for the benefit of the
Secured Parties, or any of them, as follows:

                                   ARTICLE I

                                  DEFINITIONS

              SECTION 1.  Terms.  The terms defined in this Article I shall,
for all purposes of this Indenture and of all indentures supplemental hereto
now or hereafter entered into in accordance with the provisions hereof, have
the meanings herein specified, unless the context otherwise requires:

              "Accountant."  The term "Accountant" shall mean any individual,
co-partnership or corporation, engaged in the accounting profession selected
and paid by the Company and who may be an officer or employee of the Company.

              "Accountant's Certificate."  The term "Accountant's Certificate"
shall mean a certificate or opinion signed by an Accountant which shall set
forth, in addition to any other calculation or information required hereunder,
the following: (i) the depreciated book value of the mortgaged property (and
separately identifying in such calculation the depreciated book value of any
Property Additions); (ii) the principal amount of outstanding First Mortgage
Bonds; (iii) the principal amount of outstanding prior lien bonds; (iv) the
principal amount of all other indebtedness and obligations for the payment of
money secured by other Permitted Liens; (v) the principal amount of any
judgment liens; (vi) the Credit Limit; and (vii) the Credit Exposure (including
its separate components as set forth in the definition thereof), all of which
shall be calculated under generally accepted accounting principles.

              "Affiliate of the Company."  The term "affiliate of the Company"
shall mean any Person or corporation controlling, controlled by, or under
direct or indirect common control with, the Company.

              "Agent."  The term "Agent" shall mean (i) with respect to any
Credit Agreement to which more than one Bank is a party, the agent authorized
to exercise remedies on behalf of the Banks which are parties to such Credit
Agreement and (ii) with respect to any Credit Agreement to which only one Bank
is a party, such Bank.

              "Bank."  The term "Bank" shall mean any banking, lending or
financial institution which has entered into a Credit Agreement or which
hereafter enters into a Credit Agreement in substitution for or in addition to
that Credit Agreement and, in each case, its successors and assigns thereunder.

              "Bank Obligations."  The term "Bank Obligations" shall mean
obligations now existing and hereafter coming into existence and indebtedness
of the Company,





                                     - 6 -

<PAGE>   13
whether direct, indirect, unknown, or contingent, due and owing to a Bank, an
L/C Bank or an Agent under the Credit Agreement to which such Bank, L/C Bank or
Agent is a party, including the obligation to pay principal of and interest on
the loans made thereunder, the obligation to pay fees and expenses thereunder
and the obligation to reimburse any L/C Bank for its L/C Payments.

              "Board."  The term "Board of Directors" shall mean the Board
Directors of the Company; and the term "Board" shall mean either the Board of
Directors or the Executive Committee of the Board of Directors.

              "CEI."  The term "CEI" shall mean The Cleveland Electric
Illuminating Company, its successors and assigns.

              "Certified resolution."  The term "certified resolution" shall
mean a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company, under its corporate seal, to have been duly adopted
by the Board and to be in full force and effect on the date of such
certification.

              "CEI Subordinate Indenture."  The term "CEI Subordinate
Indenture" shall mean that certain Open-End Subordinate Indenture of Mortgage
between CEI and Bank One, Columbus, N.A. as Trustee, dated as of June 1, 1994.

              "Commitment."  The term "Commitment" shall mean, with respect to
any Bank, the aggregate principal amount of credit which such Bank is initially
obligated to provide to the Company under the Credit Agreement to which it is a
party upon execution of such Credit Agreement (as such aggregate amount may be
adjusted from time to time pursuant to the terms thereof, but without regard to
any reduction resulting from usage) or if such Commitment shall have been
terminated, such Bank's pro rata share of the sum of (i) the amount available
to be drawn under the relevant Letter of Credit (without regard to whether any
conditions to drawing under such Letter of Credit have been satisfied); (ii)
the amount of all unreimbursed L/C Payments owing under such Credit Agreement;
and (iii) the aggregate outstanding principal amount of loans under such Credit
Agreement, at the date such amount is to be determined for purposes of this
Indenture.

              "Company."  The term "Company" shall mean the party of the first
part hereto, The Toledo Edison Company, and, subject to Article XII, shall also
include its successors and assigns.

              "Control Party."  The term "Control Party" shall mean (a) in the
case of an Event of Default arising solely under subsection (d) of Section 1 of
Article IX, the Agent or Representative which delivered the Notice of
Actionable Event unless more than one Agent or Representative delivered such a
Notice of Actionable Event (collectively, the "Group"), in which case "Control
Party" shall mean a Person authorized to act on behalf of those Agents and
Representatives which represent at least 66-2/3% of the aggregate Credit
Exposure then represented by the Group, and (b) in the case of an





                                     - 7 -

<PAGE>   14
Event of Default arising under subsections (a), (b) or (c) of Section 1 of
Article IX, or arising under any of those subsections and under subsection (d)
thereof, the Designated Holders.

              "Corporation."  The term "corporation" shall also include
voluntary associations, joint stock companies and business trusts.

              "Counsel."  The term "counsel" shall mean counsel, who may be
counsel to the Company, acceptable to the Trustee.

              "Credit Agreement."  The term "Credit Agreement" shall mean (i)
each credit agreement and guaranty identified in Exhibit B-1 hereto and (ii)
any other credit agreement or guaranty entered into by the Company or its
affiliates with a Bank which provides for the extension of loans to, or the
issuance of Letters of Credit for, the Company or its affiliates, or which
guarantees reimbursement obligations in respect thereof, and any modifications,
extensions, renewals or refinancings of any of the foregoing, and, in each
case, which by its terms states it is to be a "Credit Agreement" hereunder.

              "Credit Exposure."  The term "Credit Exposure" shall mean the
aggregate of (i) with respect to the Banks, the aggregate Commitments and (ii)
with respect to all Further Permitted Obligations Agreements (but not including
a Further Permitted Obligations Agreement which is secured by a Letter of
Credit issued under a Credit Agreement), the maximum aggregate principal amount
of the indebtedness which may under the terms thereof be outstanding thereunder
at any one time; provided, however, that there shall be excluded from the term
Credit Exposure for purposes of this Indenture the unpaid balances of advances
pursuant to Section 5 of Article IV hereof.

              "Credit Limit."  The term "Credit Limit" shall mean the
depreciated book value of the mortgaged property (but not including Property
Additions unless the requirements of Section 1 of Article III with respect to
such Property Additions have been met) less the aggregate of the principal
amount of outstanding First Mortgage Bonds, the principal amount of outstanding
prior lien bonds, the principal amount of all other indebtedness and
obligations for the payment of money secured by other Permitted Liens and the
principal amount of any judgment liens, all as calculated by an Accountant
under generally accepted accounting principles and set forth in an Accountant's
Certificate.

              "Designated Holders."  The term "Designated Holders" shall mean
Secured Parties holding more than 66-2/3% of the Credit Exposure.

              "Event of Default."  The term "Event of Default" shall mean any
Event of Default specified in Section 1 of Article IX, continued for the period
of time, if any, therein designated.





                                     - 8 -

<PAGE>   15
              "Facility Lease (Beaver Valley)" means, collectively, the
facility leases dated as of September 15, 1987, as the same may from time to
time be amended, supplemented or modified, among The First National Bank of
Boston, as owner trustee, and the Company and CEI, as lessees, for the benefit
of certain owner participants, as identified therein, with respect to certain
interests in the Beaver Valley Power Station, Unit No. 2.

              "Facility Lease (Bruce Mansfield)" means, collectively, the
facility leases, dated as of September 30, 1987, as the same may from time to
time be amended, supplemented or modified, between Meridian Trust Company, as
lessor, and the Company and CEI, as lessees, with respect to certain interests
in the Bruce Mansfield Power Plant, Units 1, 2, and 3.

              "First Mortgage."  The term "First Mortgage" shall mean the
Indenture of Mortgage and Deed of Trust dated April 1, 1947, between the
Company and The Chase National Bank of the City of New York, as trustee, as
extended, recast, replaced, amended, supplemented, restated or renewed from
time to time (except as otherwise specified herein), and which was first filed
for record in the counties set forth in Exhibit C hereto.

              "First Mortgage Lien."  The term "First Mortgage Lien" shall mean
the lien created by or under the First Mortgage on the mortgaged property.
That lien is and shall be superior and senior in priority to the lien hereof.

              "First Mortgage Bonds."  The term "First Mortgage Bonds" shall
mean all bonds, obligations or indebtedness now or hereafter secured by the
First Mortgage.

              "Further Permitted Obligations."  The term "Further Permitted
Obligations" shall mean the principal of, premium, if any, and interest on any
indebtedness secured hereby in accordance with Section 1 of Article III hereof
that does not constitute Bank Obligations.

              "Further Permitted Obligations Agreement."  The term "Further
Permitted Obligations Agreement" shall mean (i) the Further Permitted
Obligations Agreements identified in Exhibit B-2 hereto and (ii) any other
agreement or document entered into by the Company or its affiliates with any
Person, as amended, extended or modified from time to time, which creates
Further Permitted Obligations and which by its terms states it is to be a
"Further Permitted Obligations Agreement" hereunder.

              "Further Permitted Obligations Lenders."  The term "Further
Permitted Obligations Lenders" shall mean creditors under Further Permitted
Obligations Agreements and their successors and assigns thereunder.

              "Indenture."  The term "Indenture" shall mean this instrument and
all indentures supplemental hereto.





                                     - 9 -

<PAGE>   16
              "Letter of Credit."  The term "Letter of Credit" shall mean each
letter of credit issued by an L/C Bank pursuant to a Credit Agreement, together
with all amendments thereto, or any other letter of credit, together with all
amendments thereto, issued by an L/C Bank in substitution therefor.

              "L/C Bank."  The term "L/C Bank" shall mean any banking
institution which has issued or shall issue a Letter of Credit pursuant to a
Credit Agreement and, in each case, its successors and assigns thereunder.

              "L/C Payment."  The term "L/C Payment" shall mean any payment
made by an L/C Bank under its Letter of Credit.

              "Lien of the Indenture."  The term "lien hereof" or "lien of the
Indenture" or "lien of this Indenture" shall mean the lien and security
interest created by these presents (including the after-acquired property
clauses hereof), or created by any subsequent conveyance to the Trustee
hereunder (whether made by the Company or any other corporation or any
individual or co-partnership) or otherwise created, effectively constituting
any property a part of the security held by the Trustee for the benefit of the
Secured Parties which lien and security interest are and shall be subordinate
and junior in priority to Permitted Liens, including the First Mortgage Lien
and any Prior Liens.

              "Liens upon rights-of-way for transmission or distribution line
purposes." The term "liens upon rights-of-way for transmission line or
distribution line purposes" shall mean any mortgages, liens or other
encumbrances created by others than the Company and any renewal or extension of
any such lien, mortgage or other encumbrance, which at the particular time in
question, are liens upon the lands over which easements or rights-of-way for
transmission or distribution line purposes are held, securing bonds or other
indebtedness which have not been assumed or guaranteed by the Company or on
which the Company does not customarily pay interest charges.

              "Moody's."  The term "Moody's" shall mean Moody's Investors
Service, its successors and assigns, and, if such entity shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating
agency, "Moody's" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Company by notice to the Trustee.

              "Mortgaged property."  The terms "mortgaged property" or "trust
estate" shall mean as of any particular time the property which at said time is
covered or intended to be covered by the lien of this Indenture pursuant to the
granting clauses hereof or of any supplemental indenture hereto.

              "Notice of Actionable Event."  The term "Notice of Actionable
Event" shall mean (i) a notice from an Agent of the occurrence of an event of
default under its Credit Agreement which (a) has resulted in the acceleration
of the maturity of the debt





                                     - 10 -

<PAGE>   17
under that Credit Agreement, or (b) is the basis for the declaration in such
Notice of Actionable Event that any such debt is immediately due and payable,
or (ii) a notice from any Representative of the occurrence of an event of
default under any Further Permitted Obligations Agreement which has resulted in
the acceleration of the maturity of the debt under that Further Permitted
Obligations Agreement, or is the basis for the declaration in such Notice of
Actionable Event that any such debt is immediately due and payable.  A Notice
of Actionable Event has been "given" when any of the notices referred to in
clause (i) or clause (ii) of the immediately preceding sentence have been
received by a responsible officer of the Trustee.   A Notice of Actionable
Event is "outstanding" at all times after such Notice of Actionable Event has
been given until such time, if any, as such Notice of Actionable Event has been
rescinded.  A Notice of Actionable Event has been "rescinded" when, after a
Notice of Actionable Event has been given, all the Persons giving such notices
have subsequently delivered to a responsible officer of the Trustee a
certificate or certificates stating that there exists no actionable event
referred to in the applicable Notice of Actionable Event with respect to the
Bank Obligations (in the case of an Agent) or with respect to the Further
Permitted Obligations (in the case of a Representative).

              "Nuclear Fuel."  The term "Nuclear Fuel" shall mean (i) any
substance, material or fuel element, including nuclear fuel and associated
means (and any similar or analogous substance or device), whether or not
classified as fuel and whether or not chargeable to operating expenses,
comprising or intended to comprise, or formerly comprising, the core, or other
part, of a nuclear reactor or any similar or analogous device, (ii) any
substance, material or fuel element, including nuclear fuel and associated
means (and any similar or analogous substance or device) while in the process
of fabrication or preparation and special nuclear or other materials held for
use in such fabrication or preparation, (iii) any substance, material or fuel
element formerly comprising such nuclear fuel and associated means (or any
similar or analogous substance or device) and which are undergoing or have
undergone, reprocessing and (iv) uranian, thorium, plutonium and any other
substance or material from time to time used or selected for use by the Company
as fuel materials, or as potential fuel material, in a nuclear reactor or any
similar or analogous device.

              "Obligations."  The term "Obligations" shall mean all Bank
Obligations and all Further Permitted Obligations.  The term "outstanding,"
when used with reference to Obligations, shall mean as of any particular time
all Obligations set forth in Exhibits B-1 and B-2 attached hereto, together
with any additional Obligations secured hereunder pursuant to Article III
hereof, except Obligations terminated or discharged at or prior to the
particular time.

              "Officers' certificate."  The term "officers' certificate" shall
mean a certificate signed and verified by the President or a Vice President and
the Treasurer or an Assistant Treasurer of the Company.

              "Opinion of counsel."  The term "opinion of counsel" shall mean
an opinion or opinions in writing signed by counsel.





                                     - 11 -

<PAGE>   18
              "Outstanding."  The term "outstanding," when used with respect to
Obligations, shall have the meaning specified in the definition of Obligations,
and, when used with respect to First Mortgage Bonds or prior lien bonds, shall
have the meaning specified in the First Mortgage, and, when used with respect
to any other indebtedness of the Company or another corporation, shall mean
indebtedness other than that indebtedness which has been terminated or
discharged at or prior to the particular time.

              "Permitted Liens."  The term "Permitted Liens" shall mean:

                      (a)      liens upon rights-of-way for transmission or
              distribution line purposes, provided that the Company has, in the
              opinion of counsel, power under eminent domain or similar
              statutes to condemn or acquire easements or rights-of-way
              sufficient for its purposes over the land covered by the
              rights-of-way in question or other lands adjacent thereto;

                      (b)      undetermined liens and charges incidental to
              construction to the extent not prohibited by Section 2 of Article
              IV;

                      (c)      the right reserved to, or vested in, any
              municipality or public authority by the terms of any right,
              power, franchise, grant, license, permit or by any provision of
              law, to purchase or recapture or to designate a purchaser of, any
              of the mortgaged property;

                      (d)      the lien of taxes for the then current year;

                      (e)      the lien of taxes and assessments not at the
              time due;

                      (f)      the lien of specified taxes and assessments
              already due but the validity of which is being contested at the
              time by the Company in good faith, unless thereby, in the opinion
              of the Trustee or of counsel selected or approved by the Trustee,
              any of the mortgaged property may be lost or forfeited;

                      (g)      the First Mortgage Lien;

                      (h)      the lien of the first indenture (including any
              supplemental indentures thereto) executed by the surviving entity
              of any merger of the Company into CEI or of CEI into the Company,
              or of any consolidation of the Company and CEI, which (i) secures
              indebtedness of that surviving entity and (ii) provides that no
              First Mortgage Bonds may be issued while such indebtedness is
              outstanding, except to the trustee under such indenture; and

                      (i)      any Prior Liens.





                                     - 12 -

<PAGE>   19
              The term "Permitted Liens" shall also mean and include as of any
particular time any controls, liens, restrictions, regulations, easements,
exceptions or reservations of any governmental authority to the extent
applicable to Nuclear Fuel.

              "Person."  The term "Person" shall mean any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

              "Prior Lien."  The term "Prior Lien" shall have the meaning
assigned to the term "prior lien" in the First Mortgage, as in effect on the
date hereof.

              "Prior lien bonds."  The term "prior lien bonds" shall mean
bonds, obligations or indebtedness secured by a Prior Lien, as in effect on the
date hereof.

              "Property Additions."  The term "Property Additions" shall mean
any new or additional property, real or personal (including separate and
distinct units, plants, systems and properties), located within the State of
Ohio, or located in any other State if such property is physically connected
with any of the properties of the Company located in Ohio, either directly or
through other property of the Company, and improvements, extensions or
additions (including in these terms equipment and appliances installed as a
part of the fixed property of the Company) to or about the plants or properties
of the Company purchased, constructed or otherwise acquired by the Company
after the date of the execution and delivery of this Indenture, and in every
case used or useful for the business of generating, manufacturing,
transmitting, distributing or supplying electricity for light, heat, cold,
power, or other purposes, and in every case properly chargeable to fixed
property accounts under the regulations, rules and orders, if any, with respect
to such matters, in force at the time, of The Public Utilities Commission of
Ohio or other public body or authority having jurisdiction or supervisory
authority over the accounts of the Company, or, if there are no such
regulations, rules and orders, in the opinion of the signers of a certificate
of the nature of an Engineer's Certificate (as defined in the First Mortgage).

              "Property Additions" as so defined, without limitation of the
general import of such term, shall include:

                      (a)      subject to Article XII, property acquired by the
              Company or by a successor corporation as a result of any
              consolidation or merger to which the Company or any successor
              corporation may be a party;

                      (b)      permanent improvements, extension or additions
              to or about the properties of the Company in the process of
              construction or partially completed, in so far as actually
              constructed or completed;

                      (c)      property purchased, constructed or otherwise
              acquired to replace property retired;





                                     - 13 -

<PAGE>   20
                      (d)      easements, rights-of-way and leases over private
              property for towers, poles, wires, conduits or mains, or for
              transmission line or distribution line purposes, and rights,
              permits or licenses to use or appropriate water, or to overflow
              the land of others by the erection of dams or otherwise, and
              transmission line or distribution line equipment or dams or other
              similar structures installed by the Company on any such land,
              provided that, in the opinion of counsel, such easements, rights-
              of-way and leasehold interests or such rights, permits or
              licenses shall run for an unlimited or indeterminate or
              indefinite period of time, or for a period of time extending
              beyond the date of maturity of all Obligations then outstanding
              under this Indenture and all additional Obligations proposed to
              be secured at the particular time in question, or the Company has
              power under eminent domain or similar statutes to condemn and
              acquire such rights-of-way or rights-of-way adjacent thereto, or
              to acquire rights, permits, or licenses sufficient for its
              purposes to use or appropriate water or overflow said lands, as
              the case may be; and

                      (e)      transmission line or distribution line equipment
              or dams or other similar structures located or constructed on,
              over or under public highways or other public property, provided
              that the Company shall, in the opinion of counsel, have the
              lawful right under permits or franchises granted by a
              governmental body having jurisdiction in the premises or by the
              law of the State in which such property is located to maintain
              and operate such equipment or structures for an unlimited,
              indeterminate or indefinite period of time or for the period, if
              any, specified in such permit or franchise or law and that the
              terms of such permit or franchise or law do not contain any
              provisions giving to any public authority the right to take over
              such equipment without the payment of fair consideration
              therefor.

              "Property Additions" as so defined shall not include:

                      (aa)     good will or going concern value;

                      (bb)     any contracts or operating agreements or
              franchises or governmental permits, granted or acquired, as such,
              separate and distinct from the property operated thereunder or in
              connection therewith or incident thereto;

                      (cc)     any shares of stock or certificates or evidences
              of interest therein, or any bonds, notes or other evidences of
              indebtedness or certificates of interest therein or any other
              securities;





                                     - 14 -

<PAGE>   21
                      (dd)     any materials, merchandise, appliances or
              supplies acquired for the purpose of resale or leasing to its
              customers in the ordinary course and conduct of the business of
              the Company, or any materials or supplies held for consumption in
              operation or held in advance of use thereof for fixed capital
              purposes; or

                      (ee)     leasehold estates, rights-of-way, or easements,
              with respect to land owned by others and additions installed by
              the Company on leasehold estates, rights-of-way or easements, or
              under any permits or franchises granted by a governmental body,
              except as permitted by Subdivisions (d) and (e) of this
              definition.

              "Representative."  The term "Representative" shall mean (i) with
respect to any Further Permitted Obligations Agreement to which more than one
Further Permitted Obligations Lender is a party, the Person authorized to
exercise remedies on behalf of the Further Permitted Obligations Lenders which
are parties to such Further Permitted Obligations Agreement and (ii) with
respect to any Further Permitted Obligations Agreement to which only one
Further Permitted Obligations Lender is a party, such Further Permitted
Obligations Lender.

              "Responsible officer of the Trustee."  The term "responsible
officer of the Trustee" shall mean the chairman of the board of directors, the
president, every vice-president, the secretary, the treasurer, every trust
officer, every assistant trust officer, and every other officer and assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers respectively or
to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with a particular subject.

              "Secured Parties."  The term "Secured Parties" shall mean the
holders from time to time of the Obligations.

              "S&P."  The term "S&P" shall mean Standard & Poor's Ratings
Group, its successors and assigns, and, if such entity shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating
agency, "S&P" shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Company by notice to the Trustee.

              "Supplemental indenture."  The term "supplemental indenture" or
"indenture supplemental hereto" shall mean any indenture supplemental to this
Indenture now or hereafter duly authorized and entered into in accordance with
the provisions of this Indenture.

              "Trustee."  The term "Trustee" shall mean at a particular time
the original or successor Trustee then serving as such under this Indenture.

              "Trust estate."  See definition of "mortgaged property."





                                     - 15 -

<PAGE>   22
              SECTION 2.  Construction of References.  The terms defined in
this Indenture shall, for purposes of this Indenture, have the meanings
assigned to them and shall include the plural as well as the singular.  All
references in this Indenture to designated Articles, sections and other
subdivisions are to designated Articles, sections and other subdivisions of
this Indenture, and the words "hereof," and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, section or other subdivision.  Except as otherwise indicated, all
agreements or instruments herein defined or referred to shall mean such
agreements or instruments as the same may from time to time be supplemented or
amended or the terms thereof waived or modified to the extent permitted by, and
in accordance with, the terms thereof.  Any term defined in this Indenture by
reference to the meaning given to such term in another document shall survive
the termination of such other document.

              SECTION 3.  Acts by Secured Parties, Agents, Representatives or
Designated Holders.  Any request, demand, authorization, direction,
certificate, notice, acceptance, consent, waiver or other action permitted or
required by this Indenture to be given or taken by the Secured Parties, by any
Agent, by any Representative or by the Designated Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Persons either in person or by one or more duly authorized agents and,
except as otherwise expressly provided such action shall become effective when
such instrument or instruments are received by a responsible officer of the
Trustee.  The instrument or instruments evidencing such action (and the action
embodied therein and evidenced thereby) are sometimes referred to herein as the
"Act" of the Persons signing such instrument or instruments.  The Trustee shall
be entitled to rely conclusively, and shall be fully protected in relying, on
an Act of a Person purporting to act on behalf of the holder of any of the
Obligations; PROVIDED, HOWEVER, that prior to so relying, the Trustee may (but
shall not be obligated to) require any individual acting on behalf of the
holders of Obligations purported to be represented by such Person to present
such documents as the Trustee may reasonably require in order to establish the
authority of the individual so acting.

              SECTION 4.  Determination of Amounts of Obligations.  Whenever
the Trustee is required to determine the amount of any of the Obligations or
the amount of any Credit Exposure for any purpose of this Indenture, it shall
(unless otherwise directed by a court of competent jurisdiction) be entitled to
determine such amounts on the basis of certificates of (i) the relevant Agent
in the case of Bank Obligations and/or the Commitments and (ii) the relevant
Representative in the case of the Further Permitted Obligations; PROVIDED,
HOWEVER, that if, after receipt of a written or oral (promptly confirmed in
writing) request from the Trustee, the Agent or the Representative, or other
Person designated on behalf of any thereof, shall fail to certify as to such
amounts to be certified by such Person, the Trustee shall be entitled to
determine such amounts by such method as the Trustee may, in its sole
discretion, determine, including without limitation on the basis of an
officer's certificate.  The Trustee may rely conclusively, and shall be fully
protected in relying, on the determination made by it in accordance with the
provisions of the immediately preceding sentence (or as otherwise directed by a
court of competent jurisdiction) and





                                     - 16 -

<PAGE>   23
shall have no liability to the Company, any holder of any Obligation or any
other Person as a result of such determination.

              Upon the execution of any Credit Agreement or Further Permitted
Obligations Agreement, the Company will provide the Trustee with an executed
copy thereof.

              SECTION 5.  Effect of Headings.  The Section headings and the
Table of Contents herein are for convenience of reference only, do not
constitute a part of this Indenture and shall not affect the construction
hereof or be taken into consideration in interpreting this Indenture.

              SECTION 6.  Governing Law.  The provisions of this Indenture
shall be governed by and construed in accordance with the laws of the State of
Ohio.

                                   ARTICLE II

                                 SUBORDINATION

              SECTION 1.  Subordination.  The lien of this Indenture is and
shall remain subordinate and junior in priority to Permitted Liens, including
the First Mortgage Lien for the security of all First Mortgage Bonds now
authenticated and delivered and hereafter to be authenticated and delivered
under the First Mortgage and any Prior Liens securing the payment of any prior
lien bonds including any extension, recast, replacement, amendment, supplement,
restatement or renewal of Permitted Liens, including the First Mortgage or any
Prior Lien and irrespective of any modification of the First Mortgage or any
Prior Lien or any of the First Mortgage Bonds or prior lien bonds or the
issuance of any additional First Mortgage Bonds or prior lien bonds.  In the
event of a merger of the Company into CEI, the lien of this Indenture (1) shall
be subordinate and junior in priority to Permitted Liens as such term is
defined in the CEI Subordinate Indenture, and (2) shall not be considered a
"prior lien" as defined in the First Mortgage (in this context, as such term is
used in the CEI Subordinate Indenture).

              Notwithstanding the provisions of Section 5 of Article IX hereof,
any proceeds realized from the sale or other disposition of the mortgaged
property, any part thereof or any interest therein, upon foreclosure of the
First Mortgage or any Prior Lien and this Indenture shall be applied as
follows:

              First:           to the payment of all sums and amounts due and
              -----            owing under the First Mortgage or such Prior
                               Lien, including, but not limited to, the payment
                               in full of all of the First Mortgage Bonds and
                               any prior lien bonds;

              Second:          the balance, if any, to the payment of all sums 
              ------           and amounts due and owing and secured by this 
                               Indenture.





                                     - 17 -

<PAGE>   24
              In the event that, in violation of the foregoing paragraph, any
payment or distribution of any kind or character, whether in cash, property or
securities, shall be received by the Trustee before the First Mortgage Bonds or
prior lien bonds are paid in full, or provisions made for such payment in
accordance with the terms of the First Mortgage Bonds and the First Mortgage
and the Prior Liens and prior lien bonds, such payment or distribution shall be
held in trust for the benefit of, and shall be paid over or delivered to the
trustee under the First Mortgage and Prior Lien for application to the payment
of all payments on the First Mortgage Bonds and prior lien bonds remaining
unpaid to the extent necessary to make all such payments on the First Mortgage
Bonds and prior lien bonds in full in accordance with the terms thereof after
giving effect to any concurrent payment or distribution to the holders of the
First Mortgage Bonds and the prior lien bonds, or to the trustee under the
First Mortgage for the benefit of holders of the First Mortgage Bonds or under
the Prior Lien for the benefit of holders of prior lien bonds.  For purposes of
this Section, the Trustee may rely conclusively upon, and shall be fully
protected in relying upon, a certificate of the trustee under the First
Mortgage with respect to the outstanding balance of the First Mortgage Bonds or
any prior lien bonds.

              SECTION 2.  Further Assurances.  The Trustee from time to time
will, upon reasonable request, execute and deliver such further instruments and
do such further acts as may be necessary to effectuate the intent of this
Indenture, especially to make the lien hereof subordinate and junior in
priority (1) to Permitted Liens, including the First Mortgage Lien and any
Prior Liens, and (2) in the event of a merger of the Company into CEI, to
Permitted Liens as such term is defined in the CEI Subordinate Indenture.


                                  ARTICLE III

            SECURING OF ADDITIONAL OBLIGATIONS UNDER THIS INDENTURE

              SECTION 1.  Additional Obligations.  The Company may, from time
to time, secure under this Indenture additional Further Permitted Obligations
incurred under existing or additional Further Permitted Obligations Agreements
and additional Bank Obligations incurred under existing or additional Credit
Agreements, on an equal and ratable basis with all other Obligations secured
hereunder, PROVIDED that the Credit Exposure, after giving effect to such
transaction, will not exceed the Credit Limit (but not including in such
calculation Property Additions unless the conditions set forth below for the
inclusion of such Property Additions in such calculation are met) and PROVIDED
FURTHER that the Trustee is given (i) a certified resolution of the Board of
Directors of the Company authorizing the securing of such Further Permitted
Obligations or Bank Obligations, as the case may be, under this Indenture; (ii)
an Officers' Certificate stating that no Event of Default hereunder, no event
that with the giving of notice or the passage of time (or both) would
constitute an Event of Default hereunder and no potential default or event of
default as defined in any of the Credit Agreements or any of the Further
Permitted Obligations Agreements has occurred and is continuing, that no Notice
of Actionable Event is outstanding or will result from such





                                     - 18 -

<PAGE>   25
transaction and that the Credit Exposure, after giving effect to such
transaction, will not exceed the Credit Limit; (iii) an Opinion of Counsel
stating (A) that such Further Permitted Obligations Agreement or such Credit
Agreement, as the case may be, does not violate the terms hereof or of the
Credit Agreements or the Further Permitted Obligations Agreements then in
effect, (B) that such Further Permitted Obligations or the Bank Obligations to
be incurred will constitute Obligations secured hereunder, (C) that the
execution of and the delivery, issuance and compliance with the terms of such
Further Permitted Obligations Agreement or Credit Agreement, as the case may
be, have been duly authorized by the Company and by any and all governmental
authorities whose consent is requisite to such execution, delivery, issuance or
compliance, and, unless such opinion shall state that no consent of any
governmental authority is requisite to such execution, delivery, issuance or
compliance, it shall specify any official certificates or other documents by
which such consent is evidenced, and the same shall accompany such opinion, (D)
that a supplemental indenture has been properly recorded and filed so as to
make effective the lien intended to be created hereby with respect to such
Further Permitted Obligations or Bank Obligations, and reciting the details of
such action, or stating that in the opinion of such counsel no such action is
necessary to make such lien effective, (E) that since the date of the last
previous opinion of counsel filed with the Trustee pursuant to Section 1 of
this Article III (or since the date of the execution and delivery of this
Indenture if no such opinion was filed), no mortgaged property which is still
owned by the Company has become and still remains subject to any lien not
existing thereon at such previous date prior to the lien of this Indenture as
security for such Further Permitted Obligations or Bank Obligations, excepting
specified judgment liens and Permitted Liens and (F) that all conditions
precedent provided for in this Indenture relating to the securing of such
Further Permitted Obligations or Bank Obligations have been compiled with, and
that the amount of Obligations then secured by this Indenture will not exceed
the amount at the time permitted by law; (iv) an Accountant's Certificate
stating that the Credit Exposure, after giving effect to such transaction, will
not exceed the Credit Limit as to be calculated under this Article III, which
certificate shall include the statements required by Section 4 of Article XVI
and (v) an executed copy of such Further Permitted Obligations Agreement or the
Credit Agreement, as the case may be, or a copy certified by an officer's
certificate to be a true copy thereof.

              Any Property Additions shall be included in the calculation of
the Credit Limit under this Article III only if prior to or concurrently with
the delivery of the foregoing items to the Trustee, the Trustee shall also have
received with respect to such Property Additions

               (i) an Opinion of Counsel stating that:

                      (1)      the Company has, or upon delivery of the
              instruments of conveyance, transfer or assignment, if any,
              specified in such opinion will have, good title to any tracts or
              parcels of land and the improvements thereon included in those
              Property Additions (except such as have been retired and except
              such with respect to which the Company can furnish the





                                     - 19 -

<PAGE>   26
              opinion of counsel described in paragraph (4) of this
              subdivision), subject only to such defects therein as the Company
              may have power by appropriate legal proceedings to cure, or
              which, in the opinion of such counsel, are inconsequential, and
              to such liens and encumbrances as are referred to in paragraphs
              (6) and (7) below;

                      (2)      if such Property Additions include any
              easements, rights-of-way, or leases over private property for
              towers, poles, wires, conduits or mains, or for transmission line
              or distribution line purposes, or rights, permits or licenses to
              use or appropriate water or to overflow the land of others by the
              erection of dams or otherwise, or transmission line or
              distribution line equipment or dams or other similar structures
              installed by the Company upon any such land, the Company is
              entitled to such right-of-way or easement or such leasehold
              interest or such right, permit or license, as the case may be,
              for an unlimited or indeterminate or indefinite period of time,
              or for a period extending beyond the date of maturity of the
              additional Obligations to be secured hereunder and also beyond
              the date of maturity of all Obligations then secured by this
              Indenture, or the Company has power under eminent domain or
              similar statutes to condemn and acquire such right-of-way or a
              right-of-way adjacent thereto, or to acquire rights, permits or
              licenses sufficient for its purposes to use or appropriate water
              or overflow said lands, as the case may be;

                      (3)      if such Property Additions include any
              transmission line or distribution line equipment or dams or other
              similar structures located or constructed on, over or under
              public highways or other public property, the Company has the
              lawful right under permits or franchises granted by a
              governmental body having jurisdiction in the premises or by the
              law of the State in which such property is located to maintain
              and operate such equipment or structures for an unlimited,
              indeterminate or indefinite period of time or for the period, if
              any, specified in such permit or franchise or law and that the
              terms of such permit or franchise or law do not contain any
              provisions giving to any public authority the right to take over
              such equipment without the payment of fair consideration
              therefor;

                      (4)      the Company has corporate power to own and 
              operate such Property Additions;

                      (5)      the nature and extent of the Prior Liens and
              judgment liens, if any, on such Property Additions are correctly
              stated in the Accountant's Certificate with respect to those
              Property Additions referred to in clause (ii) below; and

                      (6)      the Indenture is, or upon delivery of the
              instruments of conveyance, transfer or assignment will be, a lien
              upon all such Property Additions (except such as have been
              retired), free and clear of any mortgage





                                     - 20 -

<PAGE>   27
              or other lien prior to the lien of this Indenture, except
              specified Prior Liens, if any, specified judgment liens, if any,
              and Permitted Liens; and, in the case of Property Additions to or
              upon leasehold estates, as permitted by this Indenture, the lien
              reserved by the lease for rent and for compliance with the terms
              of the lease, and free and clear of any easements or similar
              encumbrances, except such as, in the opinion of such counsel, do
              not impair the use of such Property Additions for the purposes
              for which they were acquired;

              (ii) an Accountant's Certificate stating in substance (A) the
balance, if any, of the book value of Property Additions, as stated in the most
recent certificate, if any, with respect to book value of Property Additions
theretofore filed with the Trustee, (B) the aggregate cost to the Company of
the gross Property Additions purchased, constructed or otherwise acquired by
the Company during the period specified in such certificate and not described
in any previous certificate with respect to book value of Property Additions
filed with the Trustee, (C) that the allowances or charges, if any, for
interest, taxes, engineering, legal expenses, superintendence, insurance
casualties and other items during construction, included in the cost to the
Company of such of the Property Additions described in the certificate as were
constructed by or for the Company, are such as are properly chargeable to fixed
property accounts under the regulations, rules and orders, if any, with respect
to such matters in force at the time of construction, of The Public Utilities
Commission of Ohio or other public body or authority having jurisdiction or
supervisory authority over the accounts of the Company, and are such as are, in
the opinion of the signers, proper in respect of the particular Property
Additions specified, (D) that no portion of the cost to the Company of such
Property Additions described in the certificate should properly have been
charged to maintenance or repairs, and that no expenditures are included in the
certificate, which under the regulations, rules and orders, if any, with
respect to such matters in force at the time, of The Public Utilities
Commission of Ohio or the public body or authority having jurisdiction or
supervisory authority over the accounts of the Company, or, if there are no
such regulations, rules and orders, in the opinion of the signers, are not
properly chargeable to fixed property accounts, (E) whether any portion of the
Property Additions described in the certificate is at the time subject to a
Prior Lien, and, if so, the total amount of all outstanding prior lien bonds
secured thereby and a brief statement of the nature and extent of the mortgage
or other lien securing the same, and whether any portion of such Property
Additions is, at the time, subject to a judgment lien and, if so, a brief
statement of the nature and extent of such judgment lien, and (F) that no
portion of the Property Additions described in the certificate is subject to
any mortgage, pledge or other lien prior to the lien of this Indenture, except
Prior Liens and judgment liens, if any, specified pursuant to paragraph (E)
hereof, the Permitted Liens and, in the case of Property Additions to or upon
leasehold estates, as permitted by this Indenture, the lien reserved by the
lease for rent and for compliance by the Company with the terms of the lease,
and that no portion of such Property Additions is subject to any easement or
similar encumbrance except such as, in the opinion of the signer, does not
impair the continued use of such Property Additions for the purposes for which
they were acquired; and





                                     - 21 -

<PAGE>   28
              (iii) such instruments of conveyance, transfer and assignment as,
in the opinion of counsel, may be necessary to vest in the Trustee to hold as a
part of the mortgaged property all right, title and interest of the Company in
and to those Property Additions, or the opinion of counsel that no such
instruments are necessary for such purposes.

              Upon the satisfaction of the aforesaid conditions then such
Further Permitted Obligations or Bank Obligations shall be Obligations secured
hereunder and entitled to the benefits of this Indenture on an equal and
ratable basis with all other Obligations secured hereunder and shall be so
noted upon the records of the Trustee maintained with respect to this Indenture
and the Trustee shall furnish, upon request, a confirmation to that effect to
the Company or, at the request of the Company, enter into a supplemental
indenture hereto as provided in Section 1(g) of Article XIV.

              SECTION 2.  Delivery.  An executed or certified copy of any
amendments or supplements to, or extensions of, any Further Permitted
Obligations Agreement, any Credit Agreement or the First Mortgage, as the case
may be, shall be promptly delivered by the Company to the Trustee upon
execution thereof.

              SECTION 3.  Limit of Outstanding Obligations; Continuing Lien.
The aggregate principal amount of Obligations which may be secured by this
Indenture and outstanding at any one time shall not, in any event, exceed the
amount at the time permitted under Section 1 hereof, but in all events the
Credit Exposure shall not exceed the lesser of the Credit Limit or
$1,500,000,000.  But the aggregate principal amount of Obligations which may be
so secured hereunder may, at any time at the election of the Company, evidenced
by an indenture supplemental hereto, be limited to such lesser definite
aggregate principal amount as may be specified in such supplemental indenture.
This Indenture shall be and constitute a continuing lien and security interest
to secure the full and final payment of all Obligations which may, from time to
time, be outstanding and secured hereby.

              SECTION 4.  CEI Obligations.  In the event of a merger of CEI
into the Company then upon the satisfaction of the conditions set forth in
Section 1(b) of Article XII of the CEI Subordinate Indenture, all Obligations
set forth in Exhibits B-1 and B-2 thereto which are then outstanding under the
CEI Subordinate Indenture and which were not prior to the date of such merger
Obligations hereunder shall thenceforth be deemed to be Obligations hereunder
and entitled to the benefits of this Indenture on an equal and ratable basis
with all other Obligations secured hereunder.





                                     - 22 -

<PAGE>   29
                                   ARTICLE IV

                      PARTICULAR COVENANTS OF THE COMPANY

              The Company hereby covenants, warrants and agrees:

              SECTION 1.  Title.  That the Company is lawfully seized and
possessed of all the mortgaged property; that it has good right and lawful
authority to mortgage the same as provided in this Indenture; and that the
mortgaged property is, as of the date of execution of this Indenture, free and
clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or
affecting the title thereto prior to the lien and security interest of this
Indenture, except for the First Mortgage and the First Mortgage Lien, any Prior
Liens and all other Permitted Liens and except as set forth in the granting
clauses hereof.  That the Company will at all times protect its title to the
mortgaged property and every part thereof against loss by reason of any
foreclosure or other proceeding to enforce any lien thereon prior to the lien
of this Indenture.

              SECTION 2.  Payment of Taxes.  That the Company will duly pay and
discharge, or cause to be paid and discharged, as the same shall become due and
payable, all taxes, rates, assessments and governmental and other charges
lawfully levied and imposed upon the mortgaged property, including the
franchises, earnings and business of the Company, and will duly observe and
conform to all valid requirements of any governmental authority relative to any
part of such property, and all covenants, terms and conditions under or upon
which any part of such property is held; and that the Company will not suffer
any mechanics', laborers', statutory or other similar lien or charge to be
hereafter created or remain upon such property or any part thereof, or the
income therefrom.  However, nothing contained in this Section shall require any
such tax, assessment, lien or charge to be paid or any such requirement to be
complied with so long as the validity thereof shall be contested in good faith,
unless thereby, in the opinion of the Trustee or of counsel selected or
approved by the Trustee, any of such property may be lost or forfeited.  The
Trustee is under no duty to render its opinion or to obtain the opinion of
counsel referred to in the preceding sentence, unless requested by any Agent or
Representative.

              SECTION 3.  Insurance.  That the Company will insure the
mortgaged property in the amount and with the coverage required by the First
Mortgage, as in effect on the date hereof, and on each such insurance policy
will cause the Trustee to be named as an additional insured and loss payee as
its interest may appear.  The Company will provide certificates of insurance to
such effect to the Trustee as evidence of compliance with this Section.

              SECTION 4.  Good Repair.  That the Company will at all times make
or cause to be made such expenditures by means of renewals, replacements,
repairs, maintenance, or otherwise as shall be necessary to maintain, preserve
and keep the mortgaged property at all times in good repair, physical
condition, working order and





                                     - 23 -

<PAGE>   30
condition and in a state of good operating efficiency, except that the Company
may abandon any property as provided in Section 2(b) of Article VII.

              SECTION 5.  Advances.  That, if the Company shall fail to perform
any of the covenants contained in Sections 2, 3 and 4 of this Article, the
Trustee, or any receiver appointed hereunder, may make, but is under no duty to
make, advances to perform the same in its behalf; and the Company hereby agrees
to repay all sums so advanced in its behalf, on demand, with interest at six
percent (6%) per annum after demand, and all sums so advanced, with interest as
aforesaid, shall be secured hereby having the benefit of the lien hereof in
priority to the indebtedness evidenced by the Obligations but subordinate and
junior in priority to the First Mortgage Lien and any Prior Liens; but no such
advances shall be deemed to relieve the Company from any default hereunder.

              SECTION 6.  Recordation.  That the Company will cause this
Indenture and any and all supplemental indentures and instruments of further
assurance at all times to be kept recorded and filed in such manner and in such
places as may in the opinion of counsel be required by law in order fully to
preserve and protect the rights of the Secured Parties and the Trustee
hereunder, and that it will furnish to the Trustee

                      (a)      promptly after the execution and delivery of
              each supplemental indenture, an opinion of counsel stating that
              in the opinion of such counsel such supplemental indenture has
              been properly recorded and filed so as to make effective the lien
              intended to be created thereby, and reciting the details of such
              action, or stating that in the opinion of such counsel no such
              action is necessary to make such lien effective; and

                      (b)      on or before July 1 of each year, beginning with
              the year 1995, an opinion of counsel either stating that in the
              opinion of such counsel such action has been taken with respect
              to the recording, filing, re-recording and re-filing of this
              Indenture and of each supplemental indenture as is necessary to
              maintain the lien thereof, and reciting the details of such
              action, or stating that in the opinion of such counsel no such
              action is necessary to maintain such lien.

              SECTION 7.  Further Assurances.  That the Company will, upon
reasonable request, execute and deliver such further instruments and do such
further acts as may be necessary or proper to carry out more effectually the
purposes of this Indenture, especially to make subject to the lien hereof any
property agreed to be subjected hereto, or intended so to be, to transfer to
any new trustee or trustees the trust estate, powers, instruments and funds
held in trust hereunder and to confirm the lien of this Indenture with respect
to any Obligation.

              SECTION 8.  Subordination of Subsequent Mortgages.  That in case
the Company shall hereafter create any mortgage upon, or pledge of, the
mortgaged property or any part thereof, other than Permitted Liens, such
mortgage or pledge shall





                                     - 24 -

<PAGE>   31
be and shall be expressed, in form and substance satisfactory to the Trustee,
to be subject to first, Permitted Liens, including the prior lien of the First
Mortgage for the security of all First Mortgage Bonds then authenticated and
delivered or thereafter to be authenticated and delivered under the First
Mortgage and Prior Liens for the security of all prior lien bonds then
authenticated and delivered or thereafter to be authenticated and delivered
under Prior Liens, and second, the Prior Lien of this Indenture for the
security of the Obligations.  That, subject to the provisions of Article XII,
in case the Company shall hereafter acquire or own any property (other than
property of the nature specifically excepted by the terms of the granting
clauses of this Indenture) which is not subject to a Prior Lien (but which in
any event will be subject to the First Mortgage Lien) and with respect to which
it has the power to subject either to the lien of this Indenture or to a Prior
Lien as a superior lien, it will subject such property to the lien of this
Indenture as a superior lien (but which lien in any event will be subordinate
to the First Mortgage Lien).

              SECTION 9.  Performance Under First Mortgage and Prior Liens.
That the Company will faithfully perform or cause to be performed all the
terms, covenants and conditions to be performed by the Company under the First
Mortgage or by the mortgagor under any Prior Lien.  But nothing contained
herein shall be construed to prevent the extension or renewal of any lien
arising under the First Mortgage or of any Prior Lien, or of any indebtedness
secured thereby, including the principal of any outstanding First Mortgage
Bonds or of any prior lien bonds.

              SECTION 10.  Corporate Existence.  That the Company will, subject
to the provisions of Article XII, at all times maintain its corporate existence
and right to carry on business and duly procure all renewals and extensions
thereof, and, subject to the provisions of this Indenture, will diligently
maintain, preserve and renew, all the rights, powers, privileges and franchises
owned by it.

              SECTION 11.  Compliance with Laws.  That the Company will comply
in all material respects with all applicable laws, rules, regulations, and
orders of any governmental authority, the noncompliance with which would
materially and adversely affect the business or condition of it or its ability
to perform its obligations under this Indenture or the value of the mortgaged
property, such compliance to include, without limitation, all federal, state
and local laws relating in any way to the protection of the environment, except
to the extent compliance with any of the foregoing is then being contested in
good faith unless thereby, in the opinion of the Trustee or of counsel selected
or approved by the Trustee, any mortgaged property may be lost or forfeited.
The Trustee is under no duty to render its opinion or to obtain the opinion of
counsel referred to in the preceding sentence, unless requested by any Agent or
Representative.

              SECTION 12.  Accountant's Certificate.  That the Company will
furnish to the Trustee on or before July 1 of each year, beginning with the
year 1995, an Accountant's Certificate.





                                     - 25 -

<PAGE>   32
              SECTION 13.  Veracity.  That the recitals of fact and statements
contained in this Indenture are true.


                                   ARTICLE V
                                   [RESERVED]

                                   ARTICLE VI
                                   [RESERVED]


                                  ARTICLE VII

                    POSSESSION, USE AND RELEASE OF PROPERTY

              SECTION 1.  Possession Until Default.  Unless an Event of Default
shall have happened and be continuing, the Company shall be suffered and
permitted to possess, use and enjoy all the property and appurtenances,
franchises and rights conveyed by this Indenture, and to receive and use the
rents, issues, income, products and profits thereof, with power in the ordinary
course of business, freely and without let or hindrance on the part of the
Trustee, to use and consume materials and supplies, deal with choses in action,
leases (other than leases subject to the lien of this Indenture) and contracts,
exercise the rights and powers conferred upon it thereby, alter and repair its
buildings and structures, change the position of any of its buildings,
structures, plants, poles, wires, conduits or other property whatsoever and
replace and renew any of its equipment, machinery or other property, except
that the position of none of the mortgaged property may be changed so as to
impair the lien of this Indenture thereon unless such property is sold,
abandoned or otherwise disposed of as permitted by this Section 1 or Section 2
of this Article VII or released as provided in Section 3 of this Article VII.

              SECTION 2.  Disposition Without Consent.  The Company may at any
time and from time to time, without any release or consent by the Trustee:

                      (a)      Sell or otherwise dispose of, free from the lien
              of this Indenture, any machinery or equipment, which has become
              worn out, unserviceable, undesirable or unnecessary for use in
              the conduct of its business, upon replacing the same with, or
              substituting for the same, new machinery or equipment, or other
              property of a value at least equal to the original cost of such
              things so disposed of, which new machinery, equipment or other
              property shall without further action become subject to the lien
              of this Indenture, subject to Permitted Liens;

                      (b)      Abandon any property, if in the opinion of the
              Board of Directors the abandonment of such property is desirable
              in the proper





                                     - 26 -

<PAGE>   33
              conduct of the business and in the operation of the properties of
              the Company, or is otherwise in the best interests of the
              Company;

                      (c)      Modify or amend any lease which shall be a part
              of the trust estate provided that the Company shall forthwith
              assign to and mortgage with the Trustee the modified or amended
              lease, subject to Permitted Liens;

                      (d)      Surrender or assent to the modification of any
              franchise, license, authority or permit which it may hold, or
              under which it may be operating, provided that the Company shall
              have the right, in the opinion of counsel, under the modified
              franchise, license, authority or permit, or under a new
              franchise, license, authority or permit received in exchange in
              the event of any such surrender, or under some other franchise,
              license, authority or permit, to conduct the same or an extended
              business in the same or an extended territory during the same or
              an extended or unlimited or indeterminate or indefinite period of
              time.  For the purposes of this Subdivision (d) and of any
              opinion to be rendered under it, any right of any municipality to
              terminate a permit, license or franchise by purchase, shall not
              be deemed to abridge or affect its duration; and

                      (e)      Surrender or assent to or procure a modification
              of any franchise, license, authority or permit under which it
              operates any of its properties, which it may now or hereafter
              hold or under which it may now or hereafter operate, if, in the
              opinion of the Board of Directors, it is no longer necessary or
              desirable in the profitable conduct of the Company's business or
              in the best interests of the Company to operate such properties
              or to comply with the terms and provisions of such franchise,
              license, authority or permit and, if the value and utility
              generally of all of its properties as an entirety and the value
              of the security for the Obligations will not thereby be impaired.

              SECTION 3.  Disposition upon Release Under First Mortgage and
Prior Liens.  From time to time hereafter the Company may transfer or otherwise
dispose of any property constituting a part of the trust estate, and the
Trustee shall, subject to the provisions of Section 5 of Article VII hereof,
release the same from the lien of this Indenture, but only upon receipt by it
of:

                      (a)      A certified resolution requesting such release;

                      (b)      A copy of the documents delivered by the Company
              to the First Mortgage Trustee or holder of a Prior Lien in
              connection therewith;

                      (c)      A copy of the instrument executed by the First
              Mortgage Trustee or holder of a Prior Lien releasing that
              property from the First Mortgage Lien or such Prior Lien; and





                                     - 27 -

<PAGE>   34
                      (d)      An opinion of counsel and an officer's
              certificate stating that such disposition and release does not
              violate any covenants hereof.

              SECTION 4.  No Duty to Investigate.  In no event shall any
purchaser or purchasers in good faith of any property purported to be released
hereunder be bound to ascertain the authority of the Trustee to execute the
release; or to inquire as to any facts required by the provisions hereof for
the exercise of such authority; or to see to the application of the purchase
moneys.  Nor shall any purchaser of machinery or equipment or tools or
implements or materials or supplies be under obligation to ascertain or inquire
into the occurrence of the event on which any such sale is hereby authorized.

              SECTION 5.  Obligations and Powers of Trustee.  The Trustee shall
not be required under any of the provisions of this Article VII to release any
part of the mortgaged property from the lien hereof at any time when to the
knowledge of the Trustee the Company shall be in default hereunder, but
notwithstanding any such default the Trustee may release from the lien hereof
any part of the mortgaged property, upon compliance by the Company with the
other conditions specified in this Article VII in respect thereof, if the
Trustee shall have received the consent of the Designated Holders provided
however that the consent of a Bank with respect to its Bank Obligations under a
Credit Agreement initially secured hereunder as identified in Exhibit B-1
hereof shall not be deemed effective unless all of the Banks which are a party
to such Credit Agreement shall have given their consent.  In case the trust
estate shall be in the possession of one or more receivers lawfully appointed
or of a trustee in bankruptcy or reorganization proceedings (including a
trustee or trustees appointed under the provisions of the bankruptcy laws of
the United States) or of assignees for the benefit of creditors, the powers by
this Article VII conferred upon the Company may be exercised by such receivers,
trustees or assignees, with the approval of the Trustee, regardless of whether
or not the Company is in default hereunder, and in such event a writing signed
by such receivers, trustees or assignees, may be received by the Trustee in
lieu of any certified resolution required by the provisions of this Article.

                                  ARTICLE VIII

                                   [RESERVED]


                                   ARTICLE IX

                             REMEDIES UPON DEFAULT

              SECTION 1.  Events of Default.  In case any one or more of the
following events (herein called "Events of Default") shall happen and be
continuing, that is to say:





                                     - 28 -

<PAGE>   35
                      (a)      Default shall be made by the Company in the
              performance or observance of any of the covenants, agreements or
              conditions on its part in this Indenture or any indenture
              supplemental hereto, and such default shall continue for a period
              of sixty days after written notice to the Company by the Trustee;
              or

                      (b)      The occurrence of an "event of default" under
              the First Mortgage which has resulted in a declaration that the
              principal amount of all of the First Mortgage Bonds is
              immediately due and payable; or

                      (c)      Any proceeding shall be instituted by or against
              the Company seeking to adjudicate it a bankrupt or insolvent, or
              seeking liquidation, winding up, reorganization, arrangement,
              adjustment, protection, relief, or composition or arrangement
              with creditors, a readjustment of its debts, in each case under
              any law relating to bankruptcy, insolvency or reorganization or
              relief of debtors, or seeking the entry of an order for relief or
              the appointment of a receiver, trustee, custodian or other
              similar official for it or for any substantial part of its
              property and, in the case of any such proceeding instituted
              against it (but not instituted or acquiesced in by it), either
              such proceeding shall remain undismissed or unstayed for a period
              of 60 consecutive days, or any of the actions sought in such
              proceeding (including, without limitation, the entry of an order
              for relief against, or the appointment of a receiver, trustee,
              custodian or other similar official for, it or for any
              substantial part of its property) shall occur; or

                      (d)      A Notice of Actionable Event shall have been
              given to a responsible officer of the Trustee and shall remain
              outstanding.

              An Event of Default and its consequences may be waived at any
time prior to the sale of the trust estate by an instrument delivered to the
Trustee and signed by (i) the Designated Holders in the case of an Event of
Default arising under subsections (a), (b) or (c) above or (ii) each Agent or
Representative which delivered the Notice of Actionable Event in the case of an
Event of Default arising under subsection (d) above.  No such waiver shall
extend to or affect any subsequent default or impair or exhaust any right or
power consequent thereon.  An Event of Default arising under subsection (d)
above shall no longer be continuing once such Notice of Actionable Event has
been rescinded.

              SECTION 2.  Sale of Trust Estate.  If an Event of Default shall
happen and be continuing, then, and in every such case, the Trustee may in its
sole discretion, and upon the written request of the Control Party, shall, if
and to the extent permitted by law, by such officer or agent as it may appoint,
sell, subject to Permitted Liens, the trust estate as an entirety or in such
parcels as the Trustee may in its sole discretion determine, at public auction
at some convenient place in the City of Toledo, Ohio, or at such other place or
places as may be required by law, having first published notice of such sale in
an authorized newspaper in the City of Toledo, Ohio, at least once in





                                     - 29 -

<PAGE>   36
each of four successive calendar weeks preceding such sale, and having given
any other notice which may be required by law; and from time to time to adjourn
such sale in its discretion by announcement at the time and place appointed for
such sale or for such adjourned sale or sales without further notice except
such as may be required by law; and upon such sale to make or deliver to the
purchaser or purchasers a good and sufficient deed or deeds for the same,
subject to Permitted Liens.  The Trustee and its successors are hereby
irrevocably appointed the true and lawful attorneys of the Company, in its name
and stead, to make all necessary conveyances, assignments and transfers of
property thus sold, subject to Permitted Liens; and for that purpose it and
they may execute all necessary deeds, bills of sale and instruments of
assignment and transfer, and may substitute one or more persons, firms or
corporations with like power, the Company hereby ratifying and confirming all
that its said attorneys, or such substitute or substitutes, shall lawfully do
by virtue hereof.  Nevertheless, if so requested by the Trustee or by any
purchaser, the Company shall ratify and confirm any such sale or transfer by
executing and delivering to the Trustee or to such purchaser or purchasers all
proper conveyances, assignments, instruments of transfer, and releases as may
be designated in any such request, subject to Permitted Liens.

              SECTION 3.  Foreclosure.  If an Event of Default shall happen and
be continuing, then, and in every such case, the Trustee may in its sole
discretion, and upon the written request of the Control Party, shall, proceed
by suit or suits at law or in equity or by any other appropriate remedy to
foreclose this mortgage and to sell, subject to Permitted Liens, the trust
estate under a judgment or decree of a court or courts of competent
jurisdiction, or by the enforcement of any other appropriate legal or equitable
remedy as the Trustee shall deem most effectual to protect and enforce any of
its rights or any of the rights of the Secured Parties.

              SECTION 4.  Manner of Sale.  Upon any sale, whether made under
the power of sale hereby given or by virtue of judicial proceedings, the whole
of the trust estate shall be sold in one parcel as an entirety, unless such
sale as an entirety, in the sole discretion of the Trustee, shall be
impracticable by reason of some statute or other cause, or unless the Control
Party shall in writing request the Trustee to cause the trust estate to be sold
in parcels, in which case the sale shall be made in such parcels and in such
order as may be specified in such request, but, if not so specified, as the
Trustee in its sole discretion shall deem most expedient in the interest of the
Secured Parties, but every such sale shall be subject to Permitted Liens.  The
Company, to the full extent that it may lawfully do so, for itself, and for all
who may claim through or under it, hereby expressly waives and releases all
right to have the trust estate or any part thereof marshalled upon any
foreclosure, sale or other enforcement hereof, and the Trustee, or any court in
which the foreclosure of this Indenture or the administration of the trust
hereby created is sought, shall have the right as aforesaid to sell the entire
trust estate as a whole in a single parcel, but every such sale shall be
subject to Permitted Liens.

              Upon any sale, whether made under the power of sale hereby given
or by virtue of judicial proceedings, any Secured Party may bid for and
purchase the





                                     - 30 -

<PAGE>   37
mortgaged property, and upon compliance with the terms of sale, may hold,
retain and possess and dispose of such property in his or their own absolute
right without further accountability subject to Permitted Liens.

              Upon any sale, whether made under the power of sale hereby given
or by virtue of judicial proceedings, the receipt of the Trustee, or of the
officer making a sale under judicial proceedings, shall be a sufficient
discharge to the purchaser or purchasers at any sale for his or their purchase
money, and such purchaser or purchasers, his or their assigns or personal
representative, shall not, after paying such purchase money and receiving such
receipt of the Trustee or of such officer therefor, be obliged to see to the
application of such purchase money, or be in any wise answerable for any loss,
misapplication or non-application thereof.

              Any such sale, whether under any power of sale hereby given or by
virtue of judicial proceedings, shall operate to divest all right, title,
interest, claim and demand whatsoever, either at law or in equity, of the
Company, in and to the property sold, and shall be a perpetual bar both at law
and in equity, against the Company, its successors and assigns, and against any
and all persons claiming or to claim the property sold or any part thereof
from, through or under the Company, its successors or assigns, except the
holders and beneficiaries of Permitted Liens.

              SECTION 5.  Application of Proceeds.  The proceeds of any sale,
whether made under any power of sale herein granted or pursuant to judicial
proceedings, together with any other sums which then may be held by the Trustee
under any of the provisions of this Indenture as part of the trust estate,
shall be applied as follows:

                      First:  To the payment of the costs and expenses of such
              sale, including a reasonable compensation to the Trustee, it
              agents, attorneys and counsel, and of all necessary or proper
              expenses and advances made or incurred by the Trustee under this
              Indenture (including any unpaid fees or expenses of the Trustee),
              and to the payment of all taxes, assessments or liens superior to
              the lien of this Indenture (including, without limitation, the
              First Mortgage Lien and any Prior Liens), except any taxes,
              assessments or other superior liens (including, without
              limitation, the First Mortgage Lien and any Prior Liens) subject
              to which such sale shall have been made;

                      Second:  To the payment of the whole amount then owing or
              unpaid upon the Obligations for principal and interest, with
              interest at the rate specified in such Obligations on overdue
              principal and overdue installments of interest, and, in case such
              proceeds shall be insufficient to pay in full the whole amount so
              due and unpaid upon the Obligations, then to the payment of such
              principal and interest ratably, without preference or priority of
              principal over interest, or of interest over principal, or of any
              instalment of interest over any other instalment of interest.
              Such payments shall be made on the date fixed therefor by the
              Trustee;





                                     - 31 -

<PAGE>   38
                      Third:  To the payment of any fees and expenses arising
              pursuant to the Obligations and which are then due, owing and
              unpaid to the Secured Parties; and

                      Fourth:  All surplus then remaining to the Company, its
              successors or assigns, or to whomsoever may be lawfully entitled
              to receive the same, or as a court of competent jurisdiction may
              direct.

              SECTION 6.  Appointment of Receiver.  If an Event of Default
shall happen and be continuing and upon filing a bill in equity or other
commencement of judicial proceedings to enforce the rights of the Trustee and
of the Secured Parties, the Trustee as a matter of right shall, to the extent
permitted by law and subject to the rights of holders or beneficiaries of
Permitted Liens, be entitled to the appointment of a receiver or receivers of
the trust estate and of the income, rents, issues and profits thereof pending
such proceedings, with such powers as the court making such appointment shall
confer, but notwithstanding the appointment of any receiver the Trustee shall
be entitled to retain possession and control of any property deposited or
pledged with it hereunder or agreed or provided to be delivered or deposited or
pledged with it hereunder, subject to the rights of holders or beneficiaries of
Permitted Liens.

              SECTION 7.  Waiver by Company.  The Company agrees, to the
full extent that it may lawfully so agree, that in case of a default on its
part, as aforesaid, neither the Company nor any one claiming through or under
it shall or will set up, claim or seek to take advantage of any appraisement,
valuation, stay, extension or redemption laws now or hereafter in force in any
locality where any property subject to the lien hereof may be situated, in
order to prevent or hinder the enforcement or foreclosure of this Indenture,
the absolute sale of the trust estate or any portion thereof, or the final and
absolute putting into possession thereof, immediately after such sale, of the
purchaser or purchasers thereat, and the Company, to the full extent that it
may lawfully do so, for itself, and all who may claim through or under it,
hereby waives the benefit of all such laws.

              SECTION 8.  Direction by the Control Party.  Subject to the
provisions of Section 1 of Article XIII, the Control Party shall have the
right, by an instrument in writing executed and delivered to the Trustee, to
direct the time, method and place of conducting any proceeding for any remedy
open to the Trustee, and of exercising any power or trust conferred upon the
Trustee under this Indenture.

              SECTION 9.  Restoration to Former Position.  In case the Trustee
shall have proceeded to enforce any right under this Indenture by foreclosure,
entry or otherwise and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the
Trustee, then, and in every such case, the Company and the Trustee shall be
restored to their former positions and rights hereunder in respect to the trust
estate, and all rights, remedies and powers of the Trustee shall continue as
though no such proceedings had been taken.





                                     - 32 -

<PAGE>   39
              SECTION 10.  Suits in Name OF Trustee.  Any such suits or
proceedings instituted by the Trustee pursuant to this Indenture shall be
brought in its own name for the ratable benefit of the Secured Parties, subject
to the provisions of this Indenture.

              SECTION 11.  No Waiver.  No delay or omission of the Trustee to
exercise any right or power accruing upon any Event of Default shall impair any
such right or power or shall be construed to be a waiver of any such default or
acquiescence therein; and every right and power given by this Article to the
Trustee may be exercised from time to time and as often as may be deemed
expedient by the Trustee.


                                   ARTICLE X
                                   [RESERVED]


                                   ARTICLE XI

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

              SECTION 1.  Immunity.  No recourse shall be had for any claim
based on this Indenture or any indenture supplemental hereto, 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, statute
or otherwise, of incorporators, stockholders, directors or officers being
released as a condition of and consideration for the execution of this
Indenture.


                                  ARTICLE XII

                         CONSOLIDATION, MERGER AND SALE

              SECTION 1.  No Bar.  Nothing in this Indenture contained shall
prevent the consolidation of the Company with, or the merger of the Company
into, any other corporation or prevent the sale or lease by the Company of its
property as an entirety or substantially as an entirety upon the terms
hereinafter set forth; provided that:

                      (a)      any such consolidation or merger or sale or
              lease shall be on such terms as not to impair the lien and
              security of this Indenture upon any part of the trust estate or
              any of the rights and powers of the Trustee;





                                     - 33 -

<PAGE>   40
                      (b)      upon any such consolidation, merger or sale,
              subject to the provisions of Section 3 of this Article, if the
              Company is not the surviving corporation, the due and punctual
              performance and observance of all the covenants and conditions of
              this Indenture shall, by supplemental indenture and as a
              condition of any such consolidation or merger or as a
              consideration for any such sale, be expressly assumed in an
              instrument in form and substance satisfactory to the Trustee by
              the successor corporation formed by or resulting from any such
              merger or consolidation or to which such sale shall have been
              made; and

                      (c)      any such lease shall be made expressly subject
              to immediate termination by the Trustee, subject to the rights of
              holders or beneficiaries of Permitted Liens, at any time when any
              Event of Default, as specified in Section 1 of Article IX, shall
              have happened and be continuing, and also by the purchaser of the
              property so leased at any sale thereof hereunder, whether such
              sale be made under the power of sale hereby conferred or under
              judicial proceedings, subject to the rights of holders or
              beneficiaries of Permitted Liens.

              SECTION 2.  Successor Corporation.  Every successor corporation
resulting from a consolidation of the Company with another corporation or a
merger of the Company into another corporation or the sale by the Company of
all or substantially all of its property as an entirety to another corporation,
all on the terms set forth in Section 1 of this Article XII, shall upon
executing, acknowledging and delivering to the Trustee, and causing to be
recorded and filed, as required by Section 6 of Article IV, an indenture
supplemental hereto, as provided in Section 1(b) of this Article, in form
satisfactory to the Trustee, succeed to and be substituted for the Company with
the same effect as if it had been named herein as the party of the first part.

              Subject to the provisions of Section 2 of Article XIII, the
Trustee shall receive the opinion of counsel as conclusive evidence that any
supplemental indenture complies with the foregoing conditions and provisions of
this Section.

              SECTION 3.  Lien upon Assets of Successor Corporation.  No
consolidation or merger of the Company into another corporation and no
conveyance of all or substantially all of the assets of the Company to another
corporation shall or is intended to subject to the lien of this Indenture any
or all of the property or franchises of the successor corporation formed upon
such consolidation or merger or to which such sale shall have been made, except
as hereinafter in this Section 3 provided, unless the successor corporation, in
its discretion, shall subject the same to the lien hereof.  The foregoing
provisions of this Section 3 notwithstanding, this Indenture shall, after such
consolidation, merger or sale constitute a lien of the rank herein provided
upon all properties and franchises acquired by such successor corporation from
the Company, which were subject to the lien hereof immediately prior to such
consolidation, merger or sale and upon all additions, extensions, improvements,
repairs and replacements to or about the plants or properties included in the
trust estate immediately prior to such





                                     - 34 -

<PAGE>   41
merger, consolidation or sale, appurtenant to the trust estate as so
constituted (as distinguished from the additions, extensions, improvements,
repairs and replacements to or about the plants or properties appurtenant to
the plants or properties of the successor corporation and additional plants or
properties thereafter acquired by the successor corporation which shall not be
subject to the lien of this Indenture).  Nothing contained in this Article XII,
however, shall affect or lessen the extent of the lien of this Indenture upon
the property of the Company hereafter acquired, by reason of the acquisition by
the Company of all or substantially all of the property of another corporation.


                                  ARTICLE XIII

                                  THE TRUSTEE

              SECTION 1.  The Trustee Generally.  The Trustee accepts the
trusts created by this Indenture upon the terms and conditions hereof,
including the following:

                      (a)      The Trustee shall be entitled to reasonable
              compensation for all services rendered by it hereunder (which
              compensation shall not be limited by any provision of law in
              regard to the compensation of a trustee of an express trust), and
              such compensation, as well as the reasonable compensation of its
              counsel, and all other reasonable expenses incurred by the
              Trustee hereunder, and all taxes which may have been assessed
              against the Trustee as such or against any funds on deposit with
              it hereunder which the Trustee may be required or permitted by
              law to deduct from such deposit and to pay, the Company agrees to
              pay promptly on demand from time to time as such services shall
              be rendered and as such expenses shall be incurred.  In default
              of such payment by the Company, the Trustee shall have a lien
              therefor on the property subject to the lien of this Indenture
              and the proceeds thereof prior to the lien of this Indenture, but
              subject to Permitted Liens, and a lien therefor on any moneys
              held by the Trustee hereunder prior to any rights in such moneys
              of the Secured Parties.  The Company also agrees to indemnify the
              Trustee for, and to hold it harmless against, any loss, liability
              or expense incurred without negligence or bad faith on the part
              of the Trustee, arising out of or in connection with the
              acceptance or administration of this trust, as well as the costs
              and expenses of defending against any claim of liability in the
              premises.

                      (b)      The Trustee may execute any of the trusts or
              powers hereof and perform any duty hereunder either directly or
              by or through its agents or attorneys.

                      (c)      The Trustee shall not be responsible in any
              manner whatsoever for the correctness of the recitals herein, all
              of which are made by the Company solely; and the Trustee shall
              not be responsible or accountable in





                                     - 35 -

<PAGE>   42
              any manner whatsoever for or with respect to the validity or
              execution or sufficiency of this Indenture, or of any indenture
              supplemental hereto, or for the value of the property subject to
              the lien of this Indenture or any part thereof, or for the title
              of the Company thereto, or for the security afforded thereby and
              hereby, and the Trustee makes no representation with respect
              thereto.  The Trustee shall not be accountable for the use or
              application by the Company of any moneys paid over by it in
              accordance with any provision of this Indenture.

                      (d)      The Trustee shall be under no obligation to
              exercise any of the trusts or powers hereof at the request, order
              or direction of any of the Agents or the Designated Holders,
              pursuant to the provisions of this Indenture, and the Trustee
              shall be under no duty to foreclose, take possession of, or
              otherwise control or act with respect to any real property which
              is part of the mortgaged property, unless such Agents or
              Designated Holders shall have offered to the Trustee security or
              indemnity satisfactory to it against the costs, expenses and
              liabilities (including any potential liabilities under
              environmental laws) to be incurred therein or thereby; upon the
              occurrence of an Event of Default (which has not been cured), the
              Trustee shall use the same degree of care and skill in the
              exercise of the rights and powers vested in it by this Indenture
              as a prudent man would exercise or use under the circumstances in
              the conduct of his own affairs.

                      (e)      The Trustee may consult with counsel, and, to
              the extent permitted by Section 2 of this Article XIII, the
              opinion of such counsel shall be full and complete authorization
              and protection in respect of any action taken or suffered by it
              hereunder in good faith and in accordance with the opinion of
              such counsel.

                      (f)      The Trustee, to the extent permitted by Section
              2 of this Article XIII, may rely upon the certificate of the
              Secretary or one of the Assistant Secretaries of the Company, as
              to the adoption of any resolution by its Board or stockholders.

                      (g)      Any action taken by the Trustee pursuant to any
              provision hereof at the request or with the consent of any Person
              who at the time is a Secured Party shall be conclusive and
              binding in respect of all future holders of the Obligations then
              held by such Secured Party, whether or not such Obligations shall
              have noted thereon the fact that such request or consent had been
              made or given.

                      (h)      The Trustee shall not be personally liable in
              case of entry by it upon the mortgaged property for debts
              contracted or liability or damages incurred in the management or
              operation of said property.





                                     - 36 -

<PAGE>   43
                      (i)      The Trustee, to the extent permitted by Section
              2 of this Article XIII, may rely and shall be protected in acting
              upon any resolution, certificate, statement, instrument, opinion,
              report, notice, request, consent, order, or other paper or
              document believed by it to be genuine and to have been signed or
              presented by the proper party or parties.

                      (j)      All moneys received by the Trustee under or
              pursuant to any provision of this Indenture shall constitute
              trust funds for the purposes for which they were paid or are
              held, but need not be segregated in any manner from any other
              moneys and may be deposited by the Trustee, under such conditions
              as may be prescribed by law, in its general banking department,
              and the Trustee shall not be liable for any interest thereon,
              except that, so long as the Company is not in default hereunder,
              it will allow and credit to the Company interest, if any, upon
              such moneys at such rate as may then be customary for similar
              deposits.

                      (k)      The Trustee shall be under no duty to advance 
              its own funds in enforcing this Indenture.

              SECTION 2.  Liability.  None of the provisions of this Indenture
shall be construed as relieving the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own wilful
misconduct, except that, anything in this Indenture contained to the contrary
notwithstanding:

                      (1)      unless and until an Event of Default specified
              in Section 1 of Article IX hereof shall have happened which at
              the time is subsisting,

                               (a)     the Trustee shall not be liable except
                      for the performance of such duties as are specifically
                      set out in this Indenture, and no implied covenants or
                      obligations shall be read into this Indenture against the
                      Trustee, whose duties and obligations shall be determined
                      solely by the express provisions of this Indenture; and

                               (b)     the Trustee may conclusively rely, as to
                      the truth of the statements and the correctness of the
                      opinions expressed therein, in the absence of bad faith
                      on the part of the Trustee, upon resolutions,
                      certificates, statements, opinions, reports, orders or
                      other instruments furnished to it pursuant to the express
                      provisions of this Indenture; but in the case of any such
                      resolutions, certificates, statements, opinions, reports,
                      orders or other instruments which, by the provisions of
                      this Indenture, are specifically required to be furnished
                      to the Trustee, the Trustee shall be under a duty to
                      examine the same to determine whether or not they conform
                      to the requirements of this Indenture;





                                     - 37 -

<PAGE>   44
                      (2)      the Trustee shall not be liable to any Secured
              Party or to any other Person for any error of judgment made in
              good faith by a responsible officer or officers of the Trustee,
              unless it shall be proved that the Trustee was negligent in
              ascertaining the pertinent facts; and

                      (3)      the Trustee shall not be liable to any Secured
              Party or to any other Person with respect to any action taken or
              omitted to be taken by it in good faith, in accordance with the
              direction of a Secured Party, relating to the time, method and
              place of conducting any proceeding for any remedy available to it
              or exercising any trust or power conferred upon it by this
              Indenture.

              If an Event of Default specified in Section 1 of Article IX
hereof shall have happened, then, so long as the same shall be subsisting, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.

              Notwithstanding any provisions of this Indenture authorizing the
Trustee conclusively to rely upon any resolutions, certificates, statements,
opinions, reports, orders or other instruments, the Trustee may but, to the
extent permitted by this Section 2 of this Article XIII, need not, require any
further evidence or make any further investigation as to the facts or matters
stated therein which it may, in good faith, deem reasonable in the
circumstances; and the Trustee shall, if requested in writing so to do by an
Agent or a Secured Party, require such further evidence or make such further
investigation, provided, however, that, if the payment within a reasonable time
to the Trustee of the cost, expenses and liabilities likely to be incurred by
it in making such investigation is not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding.

              If the Trustee shall determine or shall be requested, as
aforesaid, to make such further investigation, it shall be entitled to examine
the books, records and premises of the Company; and unless satisfied, with or
without such investigation, of the truth and accuracy of the matters stated in
such resolutions, certificates, statements, opinions, reports, orders or other
instruments, it shall be under no obligation to grant any application or take
or permit any action hereunder.  The reasonable expense of every such
examination shall be paid by the Company, or, if paid by the Trustee, shall be
repaid by the Company, upon demand, with interest at the rate of six per cent
(6%) per annum, and until such repayment shall be secured by a lien on the
property subject to the lien of this Indenture and the proceeds thereof prior
to the lien of the Obligations but subject to Permitted Liens.

              SECTION 3.  Notice.  The Trustee shall give to the Secured
Parties notice by first class mail of the happening of all defaults known to it
within ten days after the occurrence thereof, but in the case of any default of
the character specified in





                                     - 38 -

<PAGE>   45
Subdivision (a) of Section 1 of Article IX, no such notice shall be given until
at least sixty days after the occurrence thereof.  For the purposes of this
Section 3, the term "default" shall mean any Event of Default specified in
Section 1 of Article IX, not including in the case of the defaults specified in
paragraph (a) thereof any periods of grace provided for therein.

              Nothing herein contained shall require the Trustee to ascertain
or inquire as to the observance or performance of any covenants, agreements or
obligations, on the part of the Company hereunder or as to the existence of any
Event of Default hereunder other than such an Event of Default known to it or
as to which it has received written notice from any Secured Party.

              Nothing herein contained shall require the Trustee to give any
notice of any default which has been cured.

              SECTION 4.  Cessation.  If the Trustee shall at any time cease to
be a bank or trust company in good standing organized and doing business under
the laws of the United States or of any State and having a combined capital and
surplus of not less than $25 million which is authorized under the laws of the
jurisdiction of incorporation to exercise corporate trust powers and is subject
to supervision or examination by Federal or State authority, then the Trustee
shall resign within thirty days thereafter, such resignation to become
effective upon the appointment of a successor Trustee and such successor's
acceptance of such appointment.  If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, the combined capital and surplus of the
Trustee shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.

              SECTION 5.  Resignation.  The Trustee may resign and be
discharged from the trust hereby created by giving notice thereof to the
Company specifying the date when such resignation shall take effect, and by
giving notice thereof by first class mail to the Secured Parties.  Such
resignation shall take effect on the date specified in such notice unless
previously a successor Trustee shall have been appointed as hereinafter
provided, in which event such resignation shall take effect upon the
appointment of such successor Trustee.

              The Trustee may be removed at any time by an instrument or
instruments in writing delivered to the Trustee and to the Company, and a
successor Trustee may be appointed by an instrument or instruments in writing
delivered to such successor Trustee and to the Company, in either case signed
by the Designated Holders or by their duly authorized attorneys-in-fact; but,
until a new Trustee shall be appointed by the Designated Holders or a court of
competent jurisdiction as herein authorized, the Company, by an instrument
executed by order of its Board of Directors, shall appoint a Trustee to fill
the vacancy.  Every such successor Trustee so appointed by the Designated
Holders, by a court of competent jurisdiction or by the Company shall be a bank
or trust company in good standing organized and doing business under the laws





                                     - 39 -

<PAGE>   46
of the United States or of any State and having a combined capital and surplus
of not less than $25 million, which is authorized under the laws of the
jurisdiction of incorporation to exercise corporate trust powers and is subject
to supervision or examination by a Federal or State authority.  If such
successor Trustee publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, the
combined capital and surplus of such successor Trustee shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.

              If in a proper case no appointment of a successor Trustee shall
be made pursuant to the foregoing provisions of this Article within six months
after a vacancy shall have occurred in the office of trustee, a Secured Party
or the retiring Trustee may apply to any court of competent jurisdiction to
appoint a successor Trustee.  Said court may thereupon, after such notice, if
any, as such court may deem proper and prescribe, appoint a successor Trustee.

              SECTION 6.  Successor Trustee.  Any successor Trustee appointed
under any of the methods herein provided shall execute, acknowledge and deliver
to its predecessor Trustee and to the Company an instrument in writing
accepting such appointment hereunder and thereupon such successor Trustee,
without any further act, deed or conveyance, shall become fully vested with the
estates, properties, rights, powers and trusts of its predecessor in the trust
hereunder with like effect as if originally named as Trustee hereunder; but the
predecessor Trustee shall, nevertheless, at the written request of the
successor Trustee, execute and deliver an instrument transferring to the
successor Trustee all the estates, properties, rights, powers and trusts of the
predecessor Trustee hereunder and shall duly assign, transfer and deliver all
property and moneys held by it to its successor.  Should any instrument in
writing from the Company be required by any successor Trustee for more fully
and effectually vesting in and confirming to it all estates, properties,
rights, powers and duties as Trustee hereunder, the Company, upon the request
of such successor Trustee, shall make, execute and deliver the same.  The
Company shall promptly give notice of the appointment of such successor Trustee
to the Secured Parties by first class mail.

              SECTION 7.  Merger.  Any corporation into which the Trustee or
any successor to it in the trust created by this Indenture may be merged, or
with which it or any successor to it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Trustee or any
successor to it shall be a party, shall be the successor Trustee under this
Indenture without the execution or filing of any instruments or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

              SECTION 8.  Trustee as Secured Party.  The Trustee may be a
Secured Party and otherwise deal with the Company in the same manner and to the
same extent and with like effect as though it were not Trustee hereunder.





                                     - 40 -

<PAGE>   47
              SECTION 9.  Appointment of a Co-Trustee.  It is the purpose
of this Indenture that there shall be no violation of any law of any
jurisdiction denying or restricting the right of banking corporations or
associations to transact business as trustees in such jurisdiction.  It is
recognized that in case of litigation under this Indenture, and, in particular,
in case of the enforcement hereof upon an Event of Default, or in case the
Trustee deems that by reason of any present or future law of any jurisdiction
it may not exercise any of the powers, rights or remedies granted herein to the
Trustee or hold title to the properties, in trust, as herein granted, or take
any other action which may be desirable or necessary in connection therewith,
it may be necessary that the Trustee appoint, with the consent of the Company
(to the extent that no Event of Default shall have occurred and be continuing
hereunder), an additional individual or institution as a separate trustee or
co-trustee.  The following provisions of this Section are adapted to these
ends.

              In the event that the Trustee appoints an additional individual
or institution as a separate trustee or co-trustee, in the event of the
incapacity or lack of authority of the Trustee, by reason of any present or
future law of any jurisdiction, to exercise any of the rights, powers, trusts
and remedies herein granted to the Trustee or to hold title to the trust estate
or to take any other action which may be necessary or desirable in connection
therewith, each and every remedy, power, right, obligation, claim, demand,
cause of action, immunity, estate, title, interest and lien expressed or
intended by this Indenture to be imposed upon, exercised by or vested in or
conveyed to the Trustee with respect thereto shall be imposed upon, exercisable
by and vest in such separate trustee or co-trustee, but only to the extent
necessary to enable such separate trustee or co-trustee to exercise such
powers, rights, trusts and remedies, and every covenant and obligation
necessary to the exercise thereof by such separate trustee or co-trustee shall
run to and be enforceable by either of them.  Such separate trustee or
co-trustee shall deliver an instrument in writing acknowledging and accepting
its appointment hereunder to the Trustee and the Company.

              Should any instrument in writing from the Company reasonably be
required by the separate trustee or co-trustee so appointed by the Trustee for
more fully and certainly vesting in and confirming to him or it such
properties, rights, powers, trusts, duties and obligations, any and all such
instruments in writing shall, on request, be executed, acknowledged and
delivered by the Company.  If the Company shall fail to deliver the same within
thirty days of such request, the Trustee is hereby appointed attorney-in-fact
for the Company to execute, acknowledge and deliver such instruments in the
Company's name and stead.  In case any separate trustee or co-trustee, or a
successor to either, shall die, become incapable of acting, resign or be
removed, all the estates, properties, rights, powers, trusts, duties and
obligations of such separate trustee or co-trustee, so far as permitted by law,
shall vest in and be exercised by the Trustee until the appointment of a new
trustee or successor to such separate trustee or co-trustee.





                                     - 41 -

<PAGE>   48
                                  ARTICLE XIV

                            SUPPLEMENTAL INDENTURES

              SECTION 1.  Supplemental Indentures Without Consent of Secured
Parties.  In addition to any supplemental indenture otherwise authorized by
this Indenture, the Company, when authorized by resolution of its Board and the
Trustee, from time to time and at any time, subject to the conditions and
restrictions in this Indenture contained, may without the consent of, or notice
to, any of the Secured Parties enter into an indenture or indentures
supplemental hereto and which thereafter shall form a part hereof for any one
or more or all of the following purposes:

                      (a)      to close this Indenture against, or to restrict,
              in addition to the limitations and restrictions herein contained,
              the securing of additional Obligations hereunder by imposing
              additional conditions and restrictions to be thereafter observed,
              whether applicable in respect of all Obligations, or otherwise;

                      (b)      to add to the covenants and agreements of the
              Company in this Indenture contained, other covenants and
              agreements thereafter to be observed and which do not conflict
              with the then existing covenants and agreements of the Company
              contained in this Indenture and to surrender any right or power
              herein reserved to or conferred upon the Company although the
              freedom of action of the Company may be materially restricted
              thereby;

                      (c)      to convey, transfer and assign to the Trustee,
              and to subject to the lien of this Indenture, but in all cases
              subject to Permitted Liens, including the First Mortgage Lien and
              any Prior Liens, with the same force and effect as though
              included in the granting clauses hereof, additional properties
              hereafter acquired by the Company, whether through consolidation,
              merger or by purchase or otherwise and to correct or amplify the
              description of any properties at any time subject to the lien of
              this Indenture;

                      (d)      to make such provisions in regard to matters or
              questions arising under this Indenture as may be necessary or
              desirable and not inconsistent with this Indenture;

                      (e)      to modify any of the provisions of this
              Indenture or to relieve the Company from any of the obligations,
              conditions or restrictions herein contained, provided that no
              such modification shall be or become operative or effective which
              shall in any manner impair any of the rights of the Secured
              Parties or of the Trustee, while any Obligations which are then
              secured hereunder prior to the execution of such supplemental
              indenture shall remain outstanding; and provided, also, that the
              Trustee may in its uncontrolled discretion decline to enter into
              any such supplemental indenture which in its





                                     - 42 -

<PAGE>   49
              opinion may not afford adequate protection to the Trustee when
              the same shall become operative;

                      (f)      to achieve compliance of this Indenture with any
              applicable federal securities law, including, but not limited to,
              The Trust Indenture Act of 1939;

                      (g)      to confirm that any additional Obligations to be
              secured hereunder pursuant to the provisions of Article III
              hereof are or will be entitled to the benefits of this Indenture;
              and

                      (h)      for any other purpose not inconsistent with the
              terms of this Indenture, or for the purpose of curing any
              ambiguity or curing, correcting or supplementing any defect or
              inconsistent provision contained in this Indenture or any
              supplemental indenture, or in order to more specifically identify
              and describe those parcels of land in Exhibit A hereto which were
              not owned by the Company on the date hereof and which were
              therefore not intended to be part of the mortgaged property or
              trust estate.

              SECTION 2.  Supplemental Indentures With Consent of Designated
Holders and Agents.  With the consent of (i) the Designated Holders and (ii)
the Agent under each Credit Agreement, the Company and the Trustee may, from
time to time enter into an indenture or indentures supplemental hereto for the
purpose of adding any provision to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Secured Parties hereunder; PROVIDED,
HOWEVER, that no such supplemental indenture shall amend the definition of
Designated Holders (or any of the related defined terms) or any other provision
hereof so as to reduce the required percentages of holders of the Obligations
the consent of which is required for the taking of any Act hereunder or amend
this Section 2 or Section 5 of Article VII or modify any other provision hereof
intended to provide for the ratable securing of all the Obligations, without in
each case the consent of all of the Secured Parties.

              SECTION 3.  Parties to Supplemental Indenture.  The Trustee is
hereby authorized to join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture, and to make
the further agreements and stipulations which may be therein contained.
Thereafter, that supplemental indenture shall form a part of this Indenture;
all terms and conditions contained in that supplemental indenture as to any
provision authorized to be contained therein shall be deemed to be a part of
the terms and conditions of this Indenture for any and all purposes; this
Indenture shall be deemed to be modified and amended in accordance with that
supplemental indenture; and the respective rights, duties and obligations under
this Indenture of the Company, the Trustee and the Secured Parties then
outstanding shall be determined, exercised and enforced hereunder in a manner
which is subject in all respects to those modifications and amendments made by
that supplemental indenture.  The Trustee shall not be required to enter into
any





                                     - 43 -

<PAGE>   50
supplemental indenture which alters, amends, modifies or adversely affects the
rights, remedies or duties of the Trustee hereunder.

                                   ARTICLE XV
              CANCELLATION AND DISCHARGE OF LIEN OF THIS INDENTURE

              SECTION 1.  Cancellation and Discharge of Lien.  If no Event of
Default hereunder, and no event that with the giving of notice or the passage
of time, or both, would constitute an Event of Default hereunder, shall have
happened and be continuing and the Trustee has received either (a) a
certificate from each Agent stating that all outstanding Bank Obligations have
been paid in full and each Agent shall have confirmed to the Trustee in writing
that the Bank(s) have no Commitments under the Credit Agreement to which such
Agent is a party or (b) an officer's certificate stating that the ratings
assigned by Moody's and S&P to the Company's senior secured debt (being its
First Mortgage Bonds) are "Baa3" or higher by Moody's and "BBB-" or higher by
S&P, together with instruments from Moody's and S&P evidencing such ratings
then, in either instance, these presents and the estate and rights hereby
granted shall cease, determine and be void, and thereupon the Trustee shall,
upon the request of the Company, cancel and discharge the lien of this
Indenture, and execute and deliver to the Company such deeds and other
instruments as shall be requisite to satisfy the lien hereof, and reconvey to
the Company the trust estate and title hereby conveyed, and assign and deliver
to the Company any property at the time subject to the lien of this Indenture
which may then be in its possession.

              The cancellation and discharge of this Indenture, however, shall
be without prejudice to the right of the Trustee to be paid any compensation
then due it hereunder, and to be protected and saved harmless by the Company
from any and all losses, liabilities, costs and expenses, including counsel
fees, at any time incurred by the Trustee hereunder or connected with any
Obligation and from which, if this Indenture had not been canceled and
discharged, the Company would have been obligated by the terms of this
Indenture to protect and save the Trustee harmless, and the Company hereby
covenants to protect and save the Trustee harmless from any and all such
losses, liabilities, costs and expenses.

                                  ARTICLE XVI
                            MISCELLANEOUS PROVISIONS

              SECTION 1.  No Benefit to Third Parties.  Nothing in this
Indenture, expressed or implied, is intended or shall be construed to confer
upon, or to give to, any person, firm or corporation, other than the parties
hereto, and the Secured Parties, any right, remedy or claim under or by reason
of this Indenture or any covenant, condition or stipulation hereof; and the
covenants, stipulations and agreements in this Indenture contained are and
shall be for the sole and exclusive benefit of the parties hereto, their
successors and assigns, and the Secured Parties.

              SECTION 2.  Invalidity.  In case any one or more of the
provisions contained in this Indenture should be invalid, illegal or
unenforceable in any respect, the validity,





                                     - 44 -

<PAGE>   51
legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby.

              SECTION 3.  Date.  Although this Indenture, for convenience and
for the purpose of reference is dated June 1, 1994, the actual date of
execution by the Company and by the Trustee is as indicated by their respective
acknowledgments hereto annexed.

              SECTION 4.  Certification; Notice; Opinion.  The same officer or
officers of the Company, or the same counsel or other person, as the case may
be, may, but need not, certify to all the matters required to be certified
under any Article, Section, Subdivision or other portion hereof, but different
officers, counsel or other persons may certify to different facts,
respectively.  Where any person or persons are required to make, give or
execute two or more orders, requests, certificates, opinions or other
instruments under this Indenture, any such orders, requests, certificates,
opinions or other instruments may, but need not, be consolidated and form one
instrument.

              Except as otherwise expressly provided in this Indenture, or in
any indenture supplemental hereto, any request, opinion, consent, demand,
notice, order, appointment, or other direction required or permitted to be made
or given by the Company, shall be deemed to have been sufficiently made or
given if executed on behalf of the Company by its President or any of its Vice
Presidents and its Secretary or any of its Assistant Secretaries or its
Treasurer or any of its Assistant Treasurers.

              Any opinion of counsel required to be furnished pursuant to any
of the provisions of this Indenture may, in lieu of stating the facts required
by the provisions hereof, state that the required conditions will be fulfilled
on the execution and delivery of designated instruments, which instruments
shall be delivered in form approved by such counsel prior to or concurrently
with the taking or suffering by the Trustee of the action as a condition
precedent to which such opinion is required to be furnished under the terms of
this Indenture.

              Upon any application by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an officers' certificate and opinion of counsel, each stating
that all conditions precedent provided for in this Indenture (including any
covenants compliance with which constitutes a condition precedent) with respect
to such application have been complied with, whether or not the furnishing of
such documents shall be actually required by the provisions of this Indenture
relating to such particular application.

              Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to





                                     - 45 -

<PAGE>   52
whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.

              Any notice to or demand upon the Trustee may be served or
presented, and such demand may be made, at the principal office of the Trustee.
Any notice to or demand upon the Company shall be deemed to have been
sufficiently given or served by the Trustee, for all purposes, by being
deposited, postage prepaid, in a post-office letter box addressed to the
Company, c/o Centerior Energy Corporation, P.O. Box 94661, Cleveland, Ohio
44101-4661, or to the Company at such other address as may be filed in writing
by the Company with the Trustee.

              SECTION 5.  Successors.  Subject to the provisions of Articles
XII and XIII, whenever in this Indenture any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all the covenants, promises and agreements in this Indenture
contained by or on behalf of the Company, or by or on behalf of the Trustee,
shall bind and inure to the benefit of the respective successors and assigns,
whether so expressed or not.

              SECTION 6.  Counterparts.  This Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; but such counterparts shall together constitute
but one and the same instrument.

              SECTION 7.  Exclusion of Certain Further Permitted Obligations
Under Certain Circumstances.  If, subsequent to the date of this Indenture
either: (a) any letter of credit issued pursuant to the reimbursement agreement
described on Exhibit B-2 to this Indenture is surrendered to the issuer thereof
without having been drawn upon, or (b) an order for relief is entered following
the filing of a bankruptcy petition by or against the Company, which order for
relief is entered within one (1) year following the issuance of such letter of
credit, then, immediately upon that surrender of such letter of credit or the
entering of the order for relief, as applicable, the reimbursement obligation
with respect to such letter of credit shall, automatically and without any
further action of any person, cease to be a Further Permitted Obligation and
cease to be an Obligation for purposes of this Indenture.  It is anticipated
that the beneficiary of the surrendered letter of credit will deliver written
notice of such surrender to the Trustee; however, the failure of the
beneficiary to provide such notice shall not negate or limit the effect of the
first sentence of this Section 7.

              IN WITNESS WHEREOF, said The Toledo Edison Company has caused
this Indenture to be executed on its behalf by one of its Vice Presidents and
its corporate seal to be hereto affixed and said seal and this Indenture to be
attested by its Assistant Secretaries; and said Bank One, Columbus, N.A., in
evidence of its acceptance of the trust hereby created, has caused this
Indenture to be executed on its behalf by one of its Vice Presidents or one of
its Trust Officers or Authorized Signers, and its corporate seal to be hereto
affixed and said seal and this Indenture to be attested by one of its Assistant
Secretaries; all as of the day and year first written above.





                                     - 46 -

<PAGE>   53





                                        THE TOLEDO EDISON COMPANY,


                                        By /s/ Terrence G. Linnert 
                                           -------------------------------
                                                Vice President


Attested:


/s/ J.T. Percio                                    
- -------------------------------
        Assistant Secretary



Signed, sealed and acknowledged by
The Toledo Edison Company
in the presence of:

                                        /s/ Kevin P. Murphy 
                                        -------------------------------------
                                        Kevin P. Murphy
        As witnesses

                                        /s/ Bruce T. Rosenbaum 
                                        -------------------------------------
                                        Bruce T. Rosenbaum





                                     - 47 -

<PAGE>   54
                                                    Bank One, Columbus, N.A.

                                        By /s/ Victoria A. Pavlick 
                                           ------------------------------------
                                                Victoria A. Pavlick
                                                Authorized Signer


Attested:


/s/ Christine M. Farquhar                          
- -------------------------------------
Name:  Christine M. Farquhar
           Assistant Secretary



Signed, sealed and acknowledged by
Bank One, Columbus, N.A.
in the presence of:

                                        /s/ Bobbie Jo Crawford 
                                        -------------------------------------
                                        Bobbie Jo Crawford
                          As witnesses

                                        /s/ Carolyn Lynn 
                                        -------------------------------------
                                        Carolyn Lynn


Certificate of Residence
- ------------------------
The undersigned hereby certifies
that the precise address of the
Trustee is Bank One, Columbus, N.A.,
100 East Broad Street, Columbus, Ohio
43271-0181, Attention:  Corporate
Trust Department

/s/ Christine M. Farquhar
- ------------------------------------------------------
Name:  Christine M. Farquhar
       Assistant Secretary,
       Bank One, Columbus, N.A.


This instrument prepared by Ernie K. Demanelis, Esq., Squire, Sanders &
Dempsey, 4900 Society Center, 127 Public Square, Cleveland, Ohio 44114-1304.





                                     - 48 -

<PAGE>   55
STATE OF OHIO                           )
                                        )     SS.:
COUNTY OF CUYAHOGA                      )


              On this 22nd day of June, 1994, before me personally appeared
TERRENCE G. LINNERT and J.T. PERCIO to me personally known, who being by me
severally duly sworn, did say that they are a Vice President and an Assistant
Secretary, respectively, of The Toledo Edison Company, that the seal affixed to
the foregoing instrument is the corporate seal of said corporation and that
said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said corporation.



                                        /s/ Amy B. Arkebauer 
                                        -------------------------------------
                                                  Amy B. Arkebauer
                                           Notary Public, State of Ohio
                                         My commission expires July 26, 1997





                                     - 49 -

<PAGE>   56
STATE OF OHIO                           )
                                        )     SS.:
COUNTY OF FRANKLIN                      )

              On this 23rd day of June, 1994, before me personally appeared
Victoria A. Pavlick and Christine M. Farquhar to me personally known, who being
by me severally duly sworn, did say that they are an Authorized Signer and an
Assistant Secretary, respectively, of Bank One, Columbus, N.A., that the seal
affixed to the foregoing instrument is the corporate seal of said corporation
and that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors; and said officers severally acknowledged
said instrument to be the free act and deed of said corporation.



                                        /s/ Meletha Dawson 
                                        ---------------------------------------
                                                     Meletha Dawson
                                             Notary Public, State of Ohio
                                        My commission expires October 24, 1998





                                     - 50 -

<PAGE>   57
                                   EXHIBIT A
                                       to
                   Open-End Subordinate Indenture of Mortgage
                                    between
                           The Toledo Edison Company
                                      and
                      Bank One, Columbus, N.A., as Trustee
                            dated as of June 1, 1994


              The parcels of land subject to the Open-End Subordinate Indenture
of Mortgage to which this Exhibit A is attached include as of the date hereof
only such of those parcels of land of the Company described in the following
pages A-1 through A-362 as are OWNED by the Company ON THE DATE HEREOF and ON
THE DATE HEREOF ARE SUBJECT to the Indenture of Mortgage and Deed of Trust
dated April 1, 1947 between the Company and The Chase National Bank of the City
of New York (predecessor of The Chase Manhattan Bank (National Association), as
trustee, as extended, recast, replaced, amended, supplemented, restated or
renewed prior to the date hereof (the "First Mortgage").  The parcels of land
described in the following pages A-1 through A-362 include descriptions of
properties that were subject to the lien of the First Mortgage; some of said
parcels or portions thereof may have been released from the lien of the First
Mortgage and, by reason thereof, the Company and Trustee do not intend that
such parcels or portions thereof so released shall be part of the mortgaged
property or trust estate.





                                       A

<PAGE>   58
                                      (TE)



     The following electric generating plants, power sites and
stations of the Company, including all power houses, buildings, dams,
races, raceways, head works, structures and works, and the land of
the Company on which the same are situated, and all the Company's
lands, easements, rights, rights of way, water rights, flowage rights,
flooding rights, permits, franchises, consents, privileges, licenses, poles,
wires, machinery, equipment, appurtenances and supplies, forming a
part of said plants, sites or stations, or any of them, used or enjoyed,
or capable of being used or enjoyed in conjunction or connection there-
with, all situated in the State of Ohio:

     1.  The Acme Steam Electric Station situated between Front
Street and the Maumee River in the City of Toledo, Lucas County,
Ohio.  Said premises being more particularly described as:
     That fractional part of Section 31, Town 9 South, Range 8 East,
beginning at a point on the center line of Front Street said point
being 240.48 feet Southwest from a stone monument formed by the
intersection of said center line of Front Street with the Southwest line
of the Indian Reservation, thence at right angles to the center line of
Front Street in a Northwesterly direction for a distance of 205.93 feet,
thence Northwesterly along a line drawn at right angles to the Easterly
Harbor line in the Maumee River 890.57 feet to said Harbor Line, thence
Southwesterly along said Harbor Line for a distance of 886.74 feet,
thence Southeasterly along a line drawn in right angles to said Harbor
Line for a distance of 858.49 feet, thence Southeasterly along a line
drawn at right angles to the center line of Front Street a distance of
355  feet to the center line of Front Street, thence Northeasterly along
the said center line of Front Street for a distance of 880 feet to the
point of beginning.
     Also that fractional part of Section thirty-one (31), Town nine
(9)  South, Range eight (8) East, beginning at a stone monument in
said Section thirty-one (31) at the intersection of the center line of
Front Street with the Southwest line of the Indian Reservation, thence
Northwesterly along said Indian Reservation Line for a distance of two
hundred and five (205) feet to a monument, thence Northwesterly
along a line drawn at right angles to the Easterly Harbor Line in the
Maumee River for a distance of nine hundred and seven and fifty nine
hundredths (907.59) feet to said Harbor Line, thence Southwesterly
along said Harbor Line for a distance of two hundred eighty-three
and forty-six hundredths (283.46) feet, thence Southeasterly along a
line drawn at right angles to the last described Harbor Line for a dis-
tance of eight hundred and ninety and fifty seven hundredths (890.57)





                                      A-1

<PAGE>   59
feet, thence Southeasterly along a line drawn at right angles to the
center line of Front Street for a distance of two hundred five and
ninety three hundredths (205.93) feet to the center line of Front
Street, thence Northeasterly along the said center line of Front Street
for a distance of two hundred and forth and forty-eight hundredths
(240.48) feet to the point of beginning, and
    Also that fractional part of Section thirty-one (31) Town nine
(9) South, Range eight (8) East, beginning at a point in the center
line of Front Street formed by the intersection of the partition line
established by the Commissioners appointed to divide lands in Section
thirty-one (31) and six (6) in the partition suit of Henry W. Hicks
vs. Charles M. Reed according to the report of said Commissioners,
which was confirmed by the Court of Common Pleas for Lucas County
on November 8th, A. D. 1847, thence Northwesterly along the said
partition line for a distance of two hundred fifteen (215) feet to monu-
ment in said partition line, thence at an angle of six (6) degrees, five
(5) minutes, forty-five (45) seconds to the left, for a distance of ten
hundred fifty-eight and seventeen hundredths (1058.17) feet to the
Harbor line as established by the Secretary of War, thence North-
easterly along said Harbor line for a distance of four hundred thirty-
eight and twenty hundredths (438.20) feet to a point, thence South-
easterly at right angles to said Harbor Line for a distance of eight
hundred fifty-eight and forty-nine hundredths (858.49) feet, thence at
an angle to the left of five (5) degrees, thirty-nine (39) minutes, fifteen
(15) seconds for a distance of three hundred fifty five (355) feet to a
point in the center line of Front Street, thence Southwesterly along
the center line of Front Street for a distance of four hundred ninety-
eight and thirty-two hundredths (498.32) feet to the point of beginning.
Subject to the certain easement granted by The Anchor Realty
Company to the Ohio Fuel Gas Company by instrument dated March
1, 1928 recorded in Vol. 747 at Page 192 of the Deed Records of Lucas
County, Ohio.
    All the above described premises are subject to the right-of-way of
The Toledo Rolling Mill Railroad Company and by it transferred
to The Toledo Walhonding Valley and Ohio Railroad Company by deed
from The Toledo Rolling Mill Railroad Company to The Toledo Wal-
honding Valley and Ohio Railroad Company, dated March 11th, 1904,
and recorded in volume 285 of Deeds, Page 340, Lucas County Records.
    Together with the power house, buildings and other structures, and





                                      A-2

<PAGE>   60
                                                                            (TE)



all of the Company's lands, rights-of-way, easements, rights, fran-
chises and privileges used in connection therewith.

     2.  The Water Street Steam Electric Station situated in the City
of Toledo, Lucas County, Ohio, on Water Street at Madison Avenue
and bounded by the Maumee River, Madison Avenue, Water Street and
the property of The Manufacturer's Railway Company.  Said prem-
ises being more particularly described as:
     All those parts of original lots Numbers Ninety-seven (97), Ninety-
eight (98), Ninety-nine (99), One Hundred (100), One Hundred and
One (101), One Hundred and Two (102), and One Hundred and Three
(103), in the Port Lawrence Division of the City of Toledo, Lucas
County, Ohio, lying Southeasterly of Water Street and also known
as lots Numbers Nine Hundred and eighteen (918), Nine Hundred and
nineteen (919), Nine Hundred and twenty (920), Nine Hundred and
twenty-one (921), Nine Hundred and twenty-two (922), Nine Hundred
and twenty-three (923) and the Southwesterly 40.4 feet (measured on
Southeast side of Water Street) of lot Nine Hundred and twenty-
four (924) in the Port Lawrence Division aforesaid, as per map of
the renumbering of lots on Water Street, made by Declan Allen, As-
sessor, for purpose of taxation and recorded in Volume 2A of Plats,
page 41, Lucas County, Ohio, records.  Said above described property
being subject to right of way of The Manufacturer's Railway Company
as recorded in Vol. 278 of Deeds, Page 23, Lucas County, Ohio, Records.
     Also parts of original lots Numbers One Hundred and four (104)
and One Hundred and five (105) in the Port Lawrence Division of
the City of Toledo, Lucas County, Ohio (also known as parts of lots
Numbers Nine Hundred and twenty-four (924), Nine Hundred and
twenty-five (925) and Nine Hundred and twenty-six (926) of the As-
sessors Map above mentioned), Bounded and described as follows,
to-wit: Beginning at a point in the Southeasterly line of Water Street
where said line is intersected by the Northeasterly line of original lot
Number One Hundred and three (103) and which point is forty and
four-tenths (40.4) feet Northeasterly measured along the South-
easterly line of Water Street from the Southwesterly line of original
lot Number One Hundred and three (103) which southwesterly line
of original lot One Hundred and three (103) is identical with South-
westerly line of lot Nine Hundred and twenty-four (924) of said As-
sessors Map, and running thence Southeasterly along a line parallel
with the Southwesterly line of said original lot Number One Hundred
and three (103) for a distance of One Hundred and forty-five and five-
tenths (145.5) feet to a point; thence Northeasterly by a curve to


                                      A-3

<PAGE>   61
                                                                            (TE)


said River Road a distance of Three Hundred (300) feet; thence run-
ning north on a line parallel with said section line to the low water
mark of the Auglaize River, a distance of about three hundred (300)
feet; thence running in a northeasterly direction and following the
Low water mark of said river to said section line a distance of about
Three hundred (300) feet; thence running south on said section line
between said Sections Nine and Ten to the place of beginning, a dis-
tance of about three hundred (300) feet, and containing two (2) acres
of land, be the same more or less.
     Also that part of the Northwest fractional quarter (1/4) of Section
No. ten (10), Town three (3) North Range four (4) East, Defiance
Township, Defiance County, and State of Ohio, lying between the so-
called River Road and Auglaize River and more particularly described
as follows: Commencing at a point in the center of the so-called River
Road where the same is intersected by the Section line running North
and South between Sections Nos. 9 and 10; thence North 67 degrees
and 20 minutes East along the center of said road Four Hundred and
Eighty (480) feet; thence North to low water mark of Auglaize River
about thirty-six (36) feet; thence meandering up the River to where
the same is intersected by above mentioned section line; thence South
along said Section line 237 feet to the place of beginning containing
One and Fifty Hundredths (1 and 50/100) acres of land.
     Together with the power house, building and other structures
thereon, and all of the Company's lands, rights-of-way, easements,
rights, franchises and privileges used in connection therewith.

     5.  A Dam Site situated in Defiance Township, Defiance County,
Ohio, more particularly described as:

     (a) That part of the east half (1/2) of the northeast fractional
quarter (1/4) of Section nine (9), Town three (3) north of Range four
(4) east, in the Township of Defiance, County of Defiance, State of Ohio,
lying northerly of the Auglaize River, and Southerly of the River Road,
particularly described as follows:
     Commencing at a point where the north line of said Section nine
(9) intersects the center line of the said River Road, so-called; thence
running southwesterly along the center line of said River Road three
hundred three (303) feet; thence at right angles southeasterly to the
northwesterly line of the lands now belonging to The Toledo Edison
Company; thence northeasterly along the northwesterly line of said





                                      A-4

<PAGE>   62
                                                                            (TE)



lands to the north line of said Section 9; thence west along said Section
line to the place of beginning; and containing one and ten hundredths
(1.10) acres, more or less.

     (b) The following described land in Sections three (3) and four
(4)  Town Three (3) North, Range Four (4) East, Defiance Township,
Defiance County, State of Ohio.
     Commencing at a point in the center of the so-called River Road
two hundred and thirty-seven and thirty one-hundredths (237 30/100)
feet Northeasterly of a point where the said road is intersected by the
Section line running East and West between Sections Nos. Four (4)
and Nine (9); thence South 60 degrees and 30 minutes East Three
Hundred and eighty-five (385) feet, to a point on Section line between
Sections 4 and 9, thence North 73 degrees East three hundred and sixty-
two and twenty-five hundredths (362 25/100) feet; thence North 82
degrees and 15 minutes to the Auglaize River; a distance of one
thousand and ninety-six and seventy-five hundredths (1096 75/100)
feet; thence along said river to the Section line running East and West
between Sections Nos. Three (3) and Ten (10); thence West along the
said Section line four hundred and ninety-five (495) feet to the West
line of Section No. Three (3) and continuing West on the East and
West Section line between Sections Nos. Four (4) and Nine (9)
eight hundred and seventy (870) feet; thence North 29 degrees and
30 minutes East one hundred and three and fifty one hundredths (103
50/100) feet; thence North 60 degrees and 30 minutes West one hun-
dred and thirty-two (132) feet to the center of said River Road; thence
Northeasterly along the center of said River Road forty (40) feet
to the place of beginning, containing four and thirteen hundredths
(4 13/100) acres of land.  Also that part of the Northwest Quarter of
Section Number Ten (10) Town Three (3) North, Range Four (4) East
that lies North of the Auglaize River containing ninety-one hundredths
(.91) of an acre more or less.

     (c) The following described premises situated in the Township of
Defiance, County of Defiance and State of Ohio, and bounded and
described as follows, to-wit:
     Beginning at a point one hundred and thirty (130) feet south sixty
degrees and thirty minutes east of a point in the center of the so-called
River Road, said point in the center of said River Road being 237.30
feet Northeasterly of a point where the said center of said River Road
intersects the Section line running East and West between Sections
Numbers Four (4) and Nine (9) Town Three (3) North Range Four





                                      A-5

<PAGE>   63
                                                                            (TE)



(4) East, Defiance Township, Defiance County, State of Ohio; thence
North eighty-six degrees East 683 feet; thence at right angles with said
last described line Southerly about fifty (50) feet until it intersects the
Northerly line of The Auglaize Power Company's land: thence South
eighty-two degrees fifteen minutes West along the Northerly line of
said The Auglaize Power Company's land 120 feet; thence South
seventy-three degrees West along said Company's land 362.25 feet;
thence North sixty degrees, thirty minutes West along said Company's
land 255 feet to the place of beginning, containing one and thirty
hundredths acres (1.30) of land, and being in Section Four (4) of
Town Number Three (3) North Range Four (4) East, of said County
and State, be the same more or less, but subject to all legal highways,
being the same premises conveyed to H. L. Crawford & Company by
John Schneider and Elizabeth Schneider, his wife, and by John W.
Schneider, unmarried, by Deed dated June 14th, 1913, and recorded
in the office of the Recorder of Defiance County, Ohio, on June 17, 1913,
in Vol. 83, Page 275, Deed Records of Defiance County, Ohio.

          (d) The following described premises situated in the Township of
Defiance, County of Defiance and State of Ohio, and more particularly
described as follows, to-wit:
           A tract of land in Sections Three (3) Four (4) and Nine (9) in
Town Three (3) North Range Four (4) East, Defiance Township,
Defiance County, Ohio, commencing at a point in the center of the
so-called River Road Two Hundred and Thirty-seven and 30 hundredths
feet North Easterly of a point where said road is intersected by Sec-
tion line running East and West between Sections Four (4) and Nine
(9); thence South Sixty (60) degrees and Thirty (30) minutes East
Three Hundred and Eighty Five (385) feet; thence North Seventy-
three (73) degrees East Three Hundred and Sixty-two and twenty-five
hundredths (362.25) feet; thence North Eighty-two (82) degrees and
Fifteen (15) minutes East to the center of the Auglaize River, a
distance of about 1396 feet; thence along the center of said river to
the line between the property of the grantor and Guy Karr; thence
Northwest along said border line to a stone on line with the Easterly
side of a log house; thence North Fifty-six degrees and thirty minutes
East Four Hundred and Seven (407) feet; thence North twenty-seven
degrees and thirty minutes East three hundred and forty-six (346)
feet; thence North Sixty (60) degrees and thirty minutes West One
Hundred Thirty-two (132) feet; to the center of said River Road;
thence north easterly along the center of said River Road to the place





                                      A-6

<PAGE>   64
                                                                            (TE)



of beginning, containing Nine and forty-five hundredths (9 45/100)
acres of land.
     Together with the buildings and other structures, and all of the
Company's lands, rights-of-way, easements, rights, franchises and
privileges used in connection therewith.

     6.  Also all over-flow and flood lands and rights in Defiance County
and Paulding County, Ohio, now owned by the Company and conveyed
to the Company by the Defiance Gas and Electric Company by deed
dated July 24, 1925, and thereafter duly recorded in the office of the
Recorder of Deeds, Defiance County, Ohio, in Volume 103, Page 207,
and also thereafter duly recorded in the office of the Recorder of Deeds
of Paulding County, Ohio, in Volume 113, Page 324, over and upon
property in said counties. Said property in said deed is described there-
in, in Defiance County, under parcels 2 to 13 inclusive; parcel 15; parcel
18;  and parcel 19.  And in Paulding County under parcels 1 to 3
inclusive; parcel 4; parcels 6 to 17 inclusive; parcels 19 and 20; parcels
22 to 30 inclusive; parcels 32 to 36 inclusive; parcels 38 to 41 inclusive;
parcel 42; parcels 44 to 49 inclusive; first two parts of parcel 50;
parcels 53 to 57 inclusive.
     Together with all of the Company's lands, rights-of-way, ease-
ments, rights, franchises and privileges used in connection there with.

     7.  Stryker Steam Electric Plant situated a short distance west
of the Village of Stryker in Springfield Township, Williams County,
Ohio.  Said premises being more particularly described as:
     Part of lots three (3), four (4) and six 6) in the south half of
section five (5), town six (6) north, range four (4) east, Springfield
Township, Williams County, Ohio, bounded and described as follows:
Commencing at a point on the east bank of the Tiffin River at high
water mark on the northerly line of The Lake Shore & Michigan
Southern Railway; thence easterly along said northerly right-of-way
line to a point seven hundred fifty-seven and five tenths (757.5) feet
westerly from the intersection of the west corporate line of the Village
of Stryker with the north right-of-way line of said The Lake Shore &
Michigan Southern Railway; thence due north to a point thirty (30)
feet from the center line of the main track of The Toledo & Indiana
Railroad Company, as now located, measured at right angles; thence
southwesterly parallel to and thirty (30) feet from said center line of
The Toledo & Indiana Railroad Company's main track to the easterly
bank of the Tiffin River at high water mark; thence southerly along
the easterly bank of said River to the place of beginning.


                                      A-7
<PAGE>   65
                                                                            (TE)


    Together with the power house, buildings and other structures
thereon and all of the Company's lands, rights of way, easements,
rights, franchises and privileges used in connection therewith.

                                  Part Second

    The following electric transmission lines and transmission line
rights of way of the Company including the towers, poles, pole lines,
wires, switch racks, insulators and other appliances and equipment, and
all other property of the Company, real, personal or mixed, forming a
part thereof or appertaining thereto, together with all of the Company's
lands or interests in lands, rights of way, easements, permits, privileges,
municipal or other franchises, consents, licenses and rights, for or relat-
ing to the construction, maintenance or operation thereof, through, over,
under or upon any public streets or highways or other lands, public
or private, all situated in the State of Ohio:

    1.  Toledo Belt Steel Tower transmission line encircling the City
of Toledo for a distance of approximately thirty (30) miles and located
in Lucas County and Wood County, Ohio, and consisting of 8, 6, and 2
circuit towers, carrying 69 K.V., 34.5 K.V. and 23 K.V. lines, including
in addition two circuits of approximately 3/4 of a mile of 23 K.V. tap
line on wood poles, a double circuit 69 K.V. tap line on steel towers
and wood poles of approximately 3/4 of a mile, approximately 1/2 mile
of single circuit 69 K.V. steel tower and wood pole tap line, and
approximately 1 mile of 23 K.V. single circuit tap line on wood poles.
    Together with and including the lands owned by the Company in
Lucas County and Wood County, Ohio, and used as right of way on
said Toledo Belt Steel Tower Transmission line, and more particularly
described as:

    (a) That part of Lot No. 1 Toledo Heights, Adams Township,
Lucas County, Ohio, River Tract No. 18, Town One, United States
Reserve, bounded as follows:
    Commencing at a point where the westerly line of said River Tract
No. 18, which is also the northeasterly line of the city limits of the
City of Maumee, Lucas County, Ohio, intersects the southwesterly line
of the right of way of the Toledo Terminal Railroad; thence in a south-
easterly direction along the said westerly line of said River Tract No.
18  to the center of the highway leading from Toledo to Maumee in said
Lucas County, Ohio; thence in a northerly direction along the center
line of the said highway to the southwesterly line of the right of way
of the Toledo Terminal Railroad; thence in a northwesterly direction


                                      A-8
<PAGE>   66
                                                                            (TE)



along the southwesterly line of the right of way of the Toledo Terminal
Railroad to the point of beginning, together with the privileges and
appurtenances to the same belonging.

     (b) That part of Lot Number Nineteen (19) in Beverly Place First
Extension in Adams Township, Lucas County, Ohio, bounded and de-
scribed as follows:
     Beginning at a point on the westerly line of said lot, that is Eighty-
five (85) feet northerly from the southerly corner thereof; thence
southerly along the westerly line of said lot to the southerly corner
of said lot; thence northeasterly along the southeasterly line of said
lot a distance of Ninety-one and Eighty-two Hundredths (91.82) feet;
thence westerly on a straight line to the place of beginning; excepting
and reserving to The Buckeye Realty Co. its successors or assigns, the
right to construct, operate and maintain forever upon the westerly
six (6) feet of the property herein described, and upon a ten (10)
foot strip of ground around the base and through the center of the land
occupied by any tower erected on the above described property by the
Company herein, poles, wires, conduits, cables, pipes and other ap-
paratus and equipment, for the purpose of furnishing heat, light, fuel,
water, sewer, electricity and telephone service to residents in the same
extension and vicinity, and the right to grant any such right to any
person, firm or corporation, his or its heirs, successors or assigns.

     (c) Lot Number One Hundred Thirty (130) and the East Forty
feet (40) of Lots Numbers One Hundred Thirty-three (133) to One
Hundred Forty-four (144) both inclusive in Sunset Park First Exten-
sion in Adams Township, Lucas County, Ohio.

     (d) A strip of land lying along and adjacent to the Northeasterly
right of way line of The Toledo Terminal Railroad Company, and more
particularly described as follows: Beginning at a point on the North-
easterly right of way line of The Toledo Terminal Railroad Com-
pany found by the intersection of a line drawn at right angles to the
center line of Bay Street extended, and eleven hundred eighty-seven and
five one-hundredths feet (1187.05 feet) Northwest from the center line
of Gleason Street, and the Northeasterly right of way line of the
Toledo Terminal Railroad Company, thence Northeasterly at right
angles to said Northeasterly right of way line, for a distance of twenty-
six feet (26 feet), thence Northwesterly at an angle of ninety degrees
(90 degrees) for a distance of sixty-five feet (65 feet), thence Southwesterly
at an angle of ninety degrees (90 degrees) for a distance of twenty-six feet
(26  feet) to a point on the Northeasterly right of way line of The


                                      A-9
<PAGE>   67
                                                                        (TE)



Toledo Terminal Railroad Company, thence along said Northeasterly
right of way line for a distance of sixty-five feet (65 feet) to the place
of beginning, said tract containing one thousand six hundred and
ninety (1690) square feet, more or less, situated in the City of Toledo,
County of Lucas and State of Ohio.

    (e) A strip of land twenty-five (25) feet in width in the South-
westerly part or portion of the South Twenty-five (25) acres of the
North one-half (1/2) of the East one-half (1/2) of the Southeast Quarter
(1/4) of Section Number Eighteen (18), Town Nine (9) South, Range
Eight (8) East, Washington Township, Lucas County, Ohio; which
said strip of land lies Northeasterly of, adjacent to and parallel with
the Fifty (50) foot strip of land conveyed by the grantor (Sophia
and Frank Fruth) to The Toledo Terminal Railroad Company; the
Northeasterly line of said Twenty-five (25) foot strip of land being
Seventy-five (75) feet distant from and parallel with the Northeasterly
line of the right-of-way of The Toledo Terminal Railroad Company
heretofore conveyed by one Mary Romstadt to Spencer D. Carr, Trus-
tee, by deed recorded in Volume 264, Page 131, Record of Deeds, Lucas
County, Ohio; the strip of land herein conveyed containing three hun-
dred thirty-four one-thousandths (334/1000) of an acre.

    (f) That part of Original Lot One (1) Section Twenty (20),
Town nine (9) South, Range eight (8) East in Toledo, Lucas County,
Ohio, lying East of the Center Line of Suder Avenue and South of
the Right of Way of The Toledo Terminal Railroad Company, as
recorded in Volume 264, Page 263, Lucas County, Ohio, Record of
Deeds, containing One and seventy one-hundredths (1.70) acres of land.

    (g) A strip of land off of the Southwesterly side or part of the
parcel of land conveyed by Henry W. Martin to the Company's
grantor (Christ Steils) by deed recorded in Volume 443 of Deeds,
Page 240, Lucas County, Ohio records, described as follows, to wit;
That part of the Easterly one-half (1/2) of the Northeast quarter (1/4)
of Section nineteen (19), Town nine (9) South, Range eight (8), East,
lying Westerly of the center line of Hoffman Street and Easterly of
the right-of-way of the Toledo Railway and Terminal Company and
Northerly of land deeded by Henry Martin et al. to John Adam Litten
by deed recorded in Volume 131, page 354, of Deeds, excepting there-
from the South one hundred and fifty (150) feet of the East one hun-
dred and eighty (180) feet thereof, formerly in Washington Township,
now in the City of Toledo, Lucas County, Ohio, containing 3.77 acres
of land, more or less; which strip of land lies Southwesterly of a


                                      A-10
<PAGE>   68
                                                                            (TE)



line eighty (80) feet Northeasterly from and parallel with the North-
easterly line of the right-of-way of The Toledo Terminal Railroad
Company as conveyed by Anna E. Martin et al. to Spencer D. Carr,
Trustee, by deed recorded in Volume 264 of Deeds, page 128, Lucas
County, Ohio records, and Northeasterly of a line the Northerly end
of which is fifty (50) feet Northeasterly, at right angles, from the
Northeasterly line of said right-of-way of said The Toledo Terminal
Railroad Company, and the Southeasterly end of which is fifteen (15)
feet Northeasterly, at right angles, from the Northeasterly line of said
right-of-way, said strip of land lying Northeasterly of and adjacent
to a strip of land conveyed by the Company's grantor (Christ Steils)
to The Toledo Terminal Railroad Company the strip hereby conveyed
containing five hundred and forty-five thousandths (.545) of an acre.

     (h) Lots numbers Fifty-five (55) and Fifty-six (56) in the Ter-
minal Addition to the City of Toledo, Lucas County, Ohio.

     (i) A strip of land Thirty (30) feet in width lying in Renjard
Tract, Town Nine (9) South, Range Eight (8) East and more par-
ticularly described as follows:
     Beginning at a point on the Southwest boundary line of Millard
Avenue, said point being formed by the intersection of said South-
west boundary line of Millard Avenue and a line draw parallel to
and Thirty (30) feet Southeasterly from the Southeasterly boundary
line of the Extension of the Village of Ironville; thence Southwesterly
along said parallel line for a distance of Seven Hundred and Ninety-
five (795.0) feet, more or less, to the point where said parallel line
intersects the Northeasterly boundary line of a parcel of land owned
by The Paragon Refining Company; thence Northwesterly along said
Northeasterly boundary line of The Paragon Refining Company's
land to the point where said Northeasterly boundary intersects the
Southeasterly boundary line of the extension to the Village of Iron-
ville; thence Northeasterly along the said Southeasterly boundary line
of the Extension of the Village of Ironville to the point where said
Southeasterly boundary line intersects the Southwest boundary line
of Millard Avenue; thence Southeasterly along said Southwest bound-
ary line of Millard Avenue to the place of beginning.  Said parcel of
land containing Fifty-five Hundredths (55/100) acres, more or less, all
in the City of Toledo, Lucas County, Ohio.

     (j) Lots numbered Eighty-eight (88) to One Hundred Seven (107)
both inclusive, all in Hoover Gardens, an Addition to the City of
Toledo, Lucas County, Ohio.


                                      A-11
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                                                                            (TE)


    (k) Lots numbered Two Hundred Eighteen (218) to Two Hun-
dred Twenty-six (226) both inclusive, and Lots numbered Two Hun-
dred Thirty-four (234) to Two Hundred Forty-one (241) both inclu-
sive, all in Hoover Gardens, First Extension, in the City of Toledo,
Lucas County, Ohio.

    (l) Lot number Fifteen (15) in Wilson Addition to the City of
Toledo, Lucas County, Ohio.

    (m) All that portion of the East one-half (1/2) of the Northeast
quarter (1/4) of Section Number Thirty-two (32) in Town Nine (9)
South, Range Eight (8) East, in the City of Toledo, Ohio, bounded on
the East by Wheeling Street, on the North and West by the right of
way of The Toledo Terminal Railroad, and on the South by Lucien
Street; and more particularly described as follows:
    Beginning at a point on the East line of Section Thirty-two (32)
Oregon Township, Lucas County, Ohio, said East line being the center
line of Wheeling Street in the City of Toledo, and said point being
formed by the intersection of said center line with the Southeasterly
right of way line of The Toledo Terminal Railroad; thence South
along said center line of Wheeling Street for a distance of Three
Hundred Twenty-seven and Forty-three One-hundredths (327 and
43/100) feet more or less to the point where said center line is inter-
sected by the center line of Lucien Street extended; thence Westerly
along the center line of Lucien Street for a distance of Two Hundred
Twelve (212) feet, more or less, to the point where said center line
of Lucien Street intersects the Southeasterly right of way line of The
Toledo Terminal Railroad; thence Northeasterly along said South-
easterly right-of-way line for a distance of Three Hundred Ninety and
four tenths (390.4) feet to the place of beginning.  Said parcel of land
containing Seventy-seven Hundredths (0.77) acres more or less.

    (n) Lots Numbers Twenty (20) and Twenty-one (21) in Wheeling
Addition to the City of Toledo, Lucas County, Ohio, excepting there-
from that part conveyed by Birchard A. Hayes and Mary G. Hayes
to Spencer D. Carr, Trustee, by deed recorded in Vol. 264, page 163,
Lucas County, Ohio Deed Records.

    (o) That part of Lot Numbered Two (2) in Wilson Addition in
the City of Toledo, County of Lucas and State of Ohio, bounded as
follows:
    Beginning at the intersection of the Northwesterly boundary line
of Front Street with the Northeasterly boundary line of Dearborn
Avenue, running thence Northeasterly along said boundary line of



                                      A-12
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                                                                            (TE)


Front Street One Hundred and Twenty (120) feet; thence North-
westerly along a line at right angles with said boundary line of Front
Street a distance of Eighty (80) feet; thence Southwesterly along a
line parallel with said boundary line of Front Street to said North-
easterly boundary line of Dearborn Avenue; thence Southeasterly
along said boundary line of Dearborn Avenue to the place of beginning.

     (p) That part of a certain five (5) acre tract of land situated in
the East one-half (1/2) of the Northeast quarter (1/4) of Section Nine-
teen (19), Town Nine (9) South, Range Eight (8) East, conveyed in
a deed from Henry Martin and Wife and Margaret Hoffman to John
Adam Litten, dated September 2 Eighteen Eighty-four (1884),
recorded in Volume One Hundred Thirty-one (131), Page Three
Hundred Fifty-four (354), Lucas County, Ohio, Record of Deeds,
described as lying Northeasterly of the right of way of Toledo Ter-
minal Railroad and South of the North One Hundred Thirty-five (135)
feet, subject to all legal Highways; and being further described as
follows:--
     Beginning at a point on the East line of Section Nineteen (19)
Washington Township, Lucas County, Ohio, Six Hundred Twenty-
seven and Five-Tenths (627.5) feet South of the point where said East
line of Section Nineteen (19) intersects the North line of Section Nine-
teen (19); thence West for a distance of One Hundred and Seventy-
eight (178) feet, more or less, to the Northeasterly right of way line
of The Toledo Terminal Railroad; thence Southeasterly along said
Northeasterly right of way line to the point where said Northeasterly
right of way line intersects a line drawn parallel to and Seven Hun-
dred Eighty and Four Tenths (780.4) feet South of the North line
of Section Nineteen (19), thence East along said parallel line to the
point where said parallel line intersects the East line of Section
Nineteen (19); thence North along the said East line of Section Nine-
teen (19) for a distance of One Hundred Fifty-two and Nine Tenths
(152.9) feet, more or less, to the place of beginning.

     (q) Lot Number One (1) in Lewiston, an Addition in the City
of Toledo, Lucas County, Ohio.

     (r) Lots numbered Two Hundred Ninety (290) and Three Hun-
dred Seven (307) in Broadmoor, a Subdivision in Washington Town-
ship, Lucas County, Ohio.

     (s) Lots Numbers One (1), Two (2), Three (3), Nineteen (19),
Twenty (20) and Thirty-five (35) in Dakin's Addition, also the parcel


                                      A-13
<PAGE>   71
of land lying adjacent to and immediately Southeast of Lot Number
Thirty-seven (37) Dakin's Addition, in a part of what was at one
time the right of way of Laurel Avenue (since vacated) having a
frontage of Thirty (30) feet on Nevada Street and a depth of One
Hundred Twenty (120) feet to the alley Northeast of said Nevada
Street, being the lot or parcel of land known as Lot A in said Dakin's
Addition, all in Oregon Township, Lucas County, Ohio.

     (t) A parcel of land thirty (30) feet wide lying Southwesterly of
and adjoining the Northeasterly line of Private Grant No. 581, and
extending the same width in a Southeasterly direction from the
Southerly line of the Miami and Erie Canal to the Northerly line of
lands appropriated by The Toledo Railway and Terminal Company
in proceedings in Probate Court of Lucas County, Ohio.  (Case No.
2143, Miscellaneous Docket.)  The last above described premises being
that part of Chicago Avenue (vacated) abutting lots 51 to 56 inclu-
sive and part of lot 50 on the Plat of Sylvan Park, situated in the
Village of Maumee, Lucas County, State of Ohio.  Subject to legal
highways.

     (u) A certain parcel of land in Private Grant Number Five Hun-
dred eighty-one (581) of the United States Reserve of twelve miles
square at the foot of the rapids of the Miami of Lake Erie in Adams
Township, Lucas County, Ohio, bounded and described as follows,
to wit:--
     Commencing on a line formed by the Southwesterly line of lot
Number Thirty one (31) in Milton Place First Addition in said Town-
ship, and such line extended in a Southeasterly direction to a point
where such line intersects the Westerly right-of-way line of The Toledo
Terminal Railroad Company: thence along said first mentioned line
a distance of Eighty-seven and 95/100ths (87.95) feet to the South-
easterly corner of said lot Number Thirty-one (31): thence North-
easterly at right angles along the Southeasterly lines of lots Numbered
Thirty-one (31) and Thirty-two (32) in said Milton Place First Addi-
tion a distance of Seventy-one and 59/100ths (71.59) feet to the North-
easterly line of said Grant Five Hundred eighty-one (581): thence
Southerly along said line a distance of One Hundred Six and 80/100ths
(106.80) feet to the Westerly right-of-way line of The Toledo Ter-
minal Railroad Company: thence along the Westerly right-of-way line
of The Toledo Terminal Railroad Company a distance of Eight and
10/100ths (8.10) feet to the place of beginning.



                                      A-14
<PAGE>   72
                                                                (TE)



     (v) A parcel of land in the City of Toledo, Lucas County, Ohio,
containing 421/1000 acres more or less, bounded and described as
follows:
     Beginning at a point on the Northeast line of Millard Avenue
30.62 feet Southeast of the point where the Southeast boundary line
of Miller's Subdivision intersects the said Northeast line of Millard
Avenue; thence Northeast along a line parallel to and 30 feet South-
east of the Southeast boundary line of Miller's Subdivision for a dis-
tance of 590 feet to a point; thence by a deflection of 32 degrees 16' to the
left for a distance of 56 feet more or less, to a point on the South-
east boundary line of the extension of Ironville; thence Southwesterly
along the said Southeasterly boundary line of the Extension of Ironville
for a distance of 500.68 feet, more or less, to the Southeast corner of
Miller's Subdivision, thence in the same direction for a distance of
119.32 feet, more or less, along the Southeast boundary line of Miller's
Subdivision to a point on the Northeast line of Millard Avenue; thence
in a Southeasterly direction along the Northeasterly line of Millard
Avenue for a distance of 30.62 feet to the place of beginning.

     (w) The Northwesterly 15 feet (vacated) of Stitt Street, adjoin-
ing the right of way of the Toledo Terminal Railroad Company, from
the Easterly line of Whittlesey Street extended to the Westerly line
of Whitlock avenue extended, and the Northwesterly 15' feet (vacated)
of the public alley adjoining the right of way of the Toledo Terminal
Railroad Company from the Westerly line of Whitlock Avenue ex-
tended to Wheeling Street, in the City of Toledo, Lucas County, Ohio;
being lot Number One Hundred Eighty-eight (188) in Kossuth Addi-
tion in the City of Toledo, Lucas County, Ohio, excepting therefrom
the northwesterly Fifteen (15) feet, lying adjacent to Stitt Street as
originally located and except the easterly Six and Five tenths
(6 5/10ths) feet thereof lying adjacent to Whittlesey Avenue as
originally located.

     (x) Lot No. 21 in Overland Heights, an Addition in Toledo,
formerly Washington Township, Lucas County, Ohio.

     (y) Lots Numbers One (1) and Two (2) in Hiett's Rugby Place
in Adams Township, Lucas County, Ohio, subject, however, to the
easement rights reserved in said property to The Realty Trust Com-
pany as set forth in the conveyance from The Realty Trust Company
to The Anchor Realty Company, recorded in Volume 660 at Page 375
of the Deed Records of Lucas County, Ohio, and subject to the con-
ditions, covenants and restrictions, all as set forth in the above-men-
tioned deed.

                          A-15
<PAGE>   73
                                                                            (TE)


     (z) Lot Number Thirty-three (33) in Dakin's Addition, formerly
in Oregon Township, now in Toledo, Lucas County, Ohio.

     (aa) Lot Number Thirty-four (34) in Dakin's Addition, formerly
in Oregon Township, Lucas County, Ohio, and now in City of Toledo,
Ohio.

     (bb) Lot Number Seven Hundred Ten (710) in Heather Downs,
an Addition in Adams Township.

     (cc) Lot Number Seventy-five (75) in Wentworth Plat 1, a Sub-
division in Washington Township, Lucas County, Ohio.
     Lots numbered Two Hundred Ten (210) and Two Hundred
Twenty-nine (229) in Wentworth Plat II, a subdivision in Washing-
ton Township, Lucas County, Ohio.
     Lot Number Four Hundred Eight (408) in Wentworth Plat III,
a subdivision in Washington Township, Lucas County, Ohio.
     Lot Number Seventy-one (71) in Bellhurst, a Subdivision in
Washington Township, Lucas County, Ohio.
     Subject to the conditions, restrictions, reservations and limitations
as set forth in deeds to the Anchor Realty Company from The Monroe
Central Realty Company dated December 14, 1925, The Ohio Savings
Bank & Trust Company, Trustee, dated December 15, 1925, The
Monroe Central Realty Company dated December 14, 1925, and the
Windsor Realty Company dated December 14, 1925 recorded in Volume
682 at page 98, Volume 682 at page 100, Volume 682 at page 94,
Volume 682 at page 102, respectively, of the Deed Records of Lucas
County, Ohio.

     (dd) Lot No. One Hundred Thirty-six (136) in Windsor Woods,
a Subdivision in Washington Township, Lucas County, Ohio.

     Subject to the conditions, restrictions, reservations and limitations
set forth in the deed from the Windsor Realty Company to the Anchor
Realty Company dated December 14, 1925    and recorded in Volume 682
at page 96 of the Deed Records of Lucas County, Ohio.

     (ee) Lots Numbers Seventy-eight (78), Seventy-nine (79), Eighty
(80), Eighty-one (81), Eighty-two (82) Eighty-three (83), Eighty-six
(86), Eighty-seven (87), Eighty-nine (89) and Ninety (90) in Navarre
Hills, formerly in Oregon Township, now in the City of Toledo, Lucas
County, Ohio.
     Subject to the conditions, restrictions and limitations contained
in the deed from the Buckeye Realty Company to The Toledo Edison
Company dated September 21, 1923, and recorded in Volume 606 at
page 419 of Deeds in Lucas County, Ohio.


                                      A-16
<PAGE>   74
                                                                            (TE)



    (ff) A strip of land thirty (30) feet in width immediately adjoin-
ing the southerly right of way line of the Rocking Valley Railroad,
Whittemore Connection, and extending from the center line of East
Broadway westerly to the West line of the Southeast quarter of frac-
tional Section Six (6), Township Seven (7) North, Range Twelve
(12) East, to the lands owned by Birchard A. Hayes, all being in Lake
Township, Wood County, Ohio, excepting therefrom the right of way
of The Toledo and Ohio Central Railroad, where the said strip crosses
said right of way.

    2.  Toledo-Sandusky and Toledo-Pemberville double circuit 132
K. V. transmission line extending from Ironville Substation in Lucas
County, Ohio, in an easterly direction for approximately 1 mile on steel
towers, at which point the Toledo-Sandusky single circuit 132 K. V.
transmission line continues on a southeasterly direction on a double cir-
cuit steel tower line for a distance of approximately fourteen (14) miles
to the transmission line of The Ohio Public Service Company in Ottawa
County, Ohio; also from the point mentioned above (one mile east of
Ironville) the Toledo-Pemberville single circuit 132 K. V. transmission
line continues in a southerly direction on a single circuit H-frame wood
pole line for a distance of approximately eighteen (18) miles to the
transmission line of The Ohio Power Company in Wood County, Ohio.
    Together with and including the lands owned by the Company in
Lucas and Wood Counties, Ohio, and used as a right of way on said
transmission lines and more particularly described as follows:

    (a) The north one hundred (100) feet of the east thirteen and one-
half (13 1/2) acres of the southeast quarter (1/4) of the southwest
quarter (1/4) of Section twenty-seven (27) Town nine (9) South Range
eight (8) East in Oregon Township, Lucas County, Ohio.

    (b) The north one hundred (100) feet of the west thirteen (13)
acres of the southeast quarter (1/4) of the southwest quarter (1/4) of
Section 27 of Town 9 South Range 8 East in Oregon Township, Lucas
County, Ohio.

    (c) Lots 200, 201, 202 and 203 in Woodville Gardens, an addition
in Section 2, Lake Township, Wood County, Ohio.

    3.  Toledo-Defiance single circuit 69 K. V. transmission line
extending from Gould Substation in the City of Toledo, Lucas County,
Ohio in a southwesterly direction approximately three (3) miles on


                                      A-17
<PAGE>   75
wood poles and thence approximately forty-four (44) miles on single
circuit steel towers through Lucas, Fulton, Henry, and Defiance Coun-
ties to a point approximately one-half (1/2) mile east of Richland
Switching Station in Richland Township, Defiance County, Ohio, then
in a southwesterly direction on wood poles approximately three (3)
miles to East Defiance Substation situated in the City of Defiance,
Defiance County, Ohio.
    Together with and including the lands owned by the Company in
Lucas County, Fulton County, Henry County and Defiance County,
Ohio, and used as right of way on said Toledo-Defiance transmission
line, and more particularly described as:

    (a) Lots Sixteen (16), Eighteen (18), Twenty-eight (28), Thirty-
nine (39), and Forty (40) in Block One (1) in Enterprise Addition to
the City of Defiance County, Ohio.

    (b) A strip of land fifty (50) feet wide lying southeast of and
adjoining the right of way of the Wabash Railroad Company, through
and across the Northeast Quarter (1/4) of Section Eight (8), Town
Six (6) North, Range Nine (9) East, situated in Providence Township,
Lucas County, Ohio.

    (c) A strip of land Fifty (50) feet wide lying Southeast of and
adjoining the right of way of the Wabash Railroad Company, through
and across the West one half (1/2) of the Northeast Quarter (1/4) of
Section Number Eight (8), Town Six North, Range Nine (9) East
situated in Providence Township, Lucas County, Ohio.

    (d) Forty two one hundredths (42/100ths) of an Acre of land lying
North of and adjoining the South two and forty-two one hundredths
(2-42/100ths) acres of the East Twenty acres of the Southeast one
Quarter (1/4) of Section Number Four (4) in Town Number One (1)
United States Reserve of twelve miles square, being that part of the
East one half (1/2) of the East one half (1/2) of the East one half (1/2)
of the South East Quarter (1/4) of said Section Number Four (4) which
lies Southeast of the right of way of the Wabash Railroad and North-
west of a line Fifty (50) feet southeasterly of and parallel with the
Southeast line of said Right of Way situated in Monclova Township,
Lucas County, Ohio.

    (e) That part of the West Thirty eight (38) acres of the East
one-half (1/2) of the Northeast Quarter (1/4) of section Number Three
(3), Town Number One (1) United States Reserve of twelve miles
square, which lies Southeasterly of the right of way of the Wabash
Railroad, situated in Monclova Township, Lucas County, Ohio.


                                      A-18
<PAGE>   76
                                                                            (TE)



    (f) A strip of land Fifty (50) feet wide lying southeast of and
adjoining the right of way of the Wabash Railroad Company, over and
across the west one half (1/2) of the Northwest Quarter (1/4) of Section
Number Nine (9) Town Six (6) North, Range Nine (9) East, situated
in Providence Township, Lucas County, Ohio.

    (g) A strip of land Fifty (50) feet wide lying southeast of and
adjoining the right of way of the Wabash Railroad Company, in and
across the northeast quarter (1/4) of the Southeast Quarter (1/4) of
Section Number Four (4) Town Six (6) North, Range Nine (9) East,
in Providence Township, Lucas County, Ohio.

    (h) A strip of land fifty (50) feet wide lying southeast of and
adjoining the right of way of the Wabash Railroad Company, over and
across the south one half (1/2) of the Southwest quarter (1/4) of Section
Number Four (4), Town Six (6) North, Range Nine (9) East, situated
in Providence Township, Lucas County, Ohio.

    (i) That part of River Tract Twenty-six (26) Town One (1)
United States Reserve of twelve miles square at the foot of the rapids
of the Miami of Lake Erie, in Monclova Township, Lucas County,
Ohio, lying southeasterly of the right of way of the Wabash Railroad
Company and Northwest of a line Fifty (50) feet Southeasterly of and
parallel with the southeast line of said right of way and West of a line
Twenty (20) rods East of and parallel with the West line of said
River Tract Twenty-six (26) said premises being described on the Tax
Duplicates as follows:
    River Tract Twenty-six (26) Strip Fifty (50) feet wide through
West Nineteen (19) acres Southeast of and adjoining Wabash Rail-
road, and being the land described in and conveyed by a sheriff's
deed, dated April 15, 1926, from Charles G. Emmert, Sheriff of Lucas
County, Ohio, to Louis Lowry, recorded in Volume 697 of Deeds,
Page 122 of the County Recorder's Records of Lucas County, Ohio.

    (j) A strip of land thirty (30) feet wide situated in the County of
Lucas, State of Ohio, and being the northwesterly thirty (30) feet of
that part of Lots Number Seven (7) and Eight (8) of the subdivision
of Lots Numbers Nine (9) and Fourteen (14) in the Assessor's Plat
of part of private grant 682, lying southeasterly of the Wabash Rail-
road.
    4.  Grand Rapids-Neapolis single circuit 69 K. V. wood pole
transmission line, extending from Gage Switching Station near the
Village of Neapolis in Lucas County, Ohio, in a Southerly direction
approximately five and five tenths (5.5) miles to Grand Rapids Sub-
station situated near Grand Rapids in Lucas County, Ohio.

                                      A-19
<PAGE>   77
                                                                            (TE)

    5.  River crossing 4 circuit 23 K. V. and 69 K. V. steel tower
transmission line extending from the Acme Steam Electric Station
in the City of Toledo, Lucas County, Ohio, in a Westerly direction
across the Maumee River a distance of approximately one-half (1/2)
mile to Locust Street Substation, also situated in the City of Toledo,
Lucas County, Ohio.

    6.  Toledo-Pemberville single circuit 69 K. V. transmission line
extending from McLean Substation in the Village of Walbridge, Wood
County, Ohio, on wood poles in a Southeasterly direction for a dis-
tance of approximately twelve and one-half (12 1/2) miles to the trans-
mission line of The Ohio Power Company at Pemberville, Wood
County, Ohio.

    7.  Dixie-Overland single circuit 69 K. V. wood pole transmission
line extending from Dixie Highway Substation at the Toledo Terminal
Railroad in a southwesterly direction (along right of way of Michigan
Central Railroad Co.) approximately two and three one hundredths
(2.03) miles to the Willys-Overland Co., all in Lucas County, Ohio.

    8.  Martin-Parry two (2) single circuit 69 K. V. wood pole
transmission lines extending from Toledo Belt Line between Dixie
Highway and Fitch Substations in a northerly direction approximately
eighty-six hundredths (0.86) mile each to the Martin-Parry Co., all in
Lucas County, Ohio.

    9.  Toledo-Centennial single circuit 34.5 K. V. steel tower trans-
mission line extending from Vulcan Substation in Adams Township,
Lucas County, Ohio, in a northwesterly direction for a distance of
approximately ten (10) miles to the Sylvania-Lyons 34.5 K. V. wood
pole transmission line; and the single circuit 34.5 K.V. wood pole
transmission line extending for a distance of nineteen and one-half
(191/2) miles from the Village of Sylvania, Lucas County, Ohio, to
the Village of Lyons, Fulton County, Ohio.
    Together with and including the land owned by the Company in
Lucas County, Ohio, and used as right-of-way on said Toledo-Centen-
nial Transmission line, and more particularly described as:

    (a) A parcel of land in the Northwest quarter of Section Thirty-
one (31), Town Nine (9) South, Range Seven (7) East, in Adams Town-
ship, Lucas County, Ohio, bounded as follows:
    Beginning at a point on the Easterly line of Richards Road, which
point is Thirty (30) feet Southwest from (measured at right angles
to) the Southerly right-of-way line of The Toledo Angola and Western
Railway, thence Southeast a distance of Forty (40) feet on a line
parallel with and Thirty (30) feet from the said Southerly right-of-


                                           A-20
<PAGE>   78
                                                                            (TE)



way line, thence Northeast at right angles, Thirty (30) feet to the
said Southerly right-of-way line, thence Northwest along the said
Southerly right of way line to the Easterly line of Richards Road,
thence South along the Easterly line of Richards Road to the place
of beginning; together with all the privileges and appurtenances there-
unto belonging.

    (b) Lot Number One (1) in Resinor Place, a subdivision in Adams
Township, Lucas County, Ohio.

    10.  Ryan-Genoa single circuit 34.5 K. V. wood pole transmission
line extending from Ryan Substation in the City of Toledo, Lucas
County, Ohio, in a southeasterly direction for a distance of approxi-
mately thirteen and three quarters (133/4) miles to a point near Genoa,
Ottawa County, Ohio.  Also the Genoa-Oak Harbor single circuit 34.5
K.  V. wood pole transmission line extending from Genoa, Ottawa
County, Ohio, in an easterly direction for a distance of six and one-
half (61/2) miles to the transmission line of The Ohio Public Service Co.

    11.  Front Street single circuit 34.5 K. V. wood pole transmission
line extending from Acme Steam Electric Plant in a northeasterly direc-
tion approximately two (2) miles on Front Street to York Street,
thence one and one-half (1 1/2) miles on York Street to Collins Park
Substation, owned by the City of Toledo.

    12.  Curtice-Reno single circuit 34.5 K. V. wood pole transmission
lines extending from the Ryan-Genoa transmission line near Curtice
in Ottawa County, Ohio in a northeasterly direction to Reno Beach,
Jerusalem Township, Lucas County, Ohio, on separate pole lines,
approximately seven and twenty-one one hundredths (7.21) miles for
the westerly circuit, and seven and eight one hundredths (7.08) miles
for the easterly circuit.

    13.  Defiance Hydro-Electric Plant single circuit 34.5 K. V. steel
tower transmission line extending from East Defiance Substation in
the City of Defiance, Defiance County, Ohio, in a Southwesterly direc-
tion approximately three and six tenths (3.6) miles to the Defiance
Hydro-Electric Plant, in Defiance Township, Defiance County, Ohio.

    14.  Defiance-Holgate single circuit 34.5 K. V. wood pole trans-
mission line extending from East Defiance Substation, Defiance, De-
fiance County, Ohio, in a Southeasterly direction approximately
eighteen and eight tenths (18.8) miles to Holgate Substation situated
near the Village of Holgate in Henry County, Ohio.

    15.  Defiance-Stryker single circuit 34.5 K. V. wood pole trans-
mission line extending from Richland Switching Station in Richland

                                      A-21
<PAGE>   79
                                                                (TE)



Township, Defiance County, Ohio, in a northerly direction for a dis-
tance of approximately seventeen and eight-tenths (17.8) miles to the
Stryker Substation of the Company situated near the Village of
Stryker in Williams County, Ohio.  Also from Richland Switching
Station in a southerly direction, on single circuit steel towers approxi-
mately two (2) miles to East Defiance Substation, situated in the City
of Defiance, Defiance County, Ohio.

    16.  Toledo-Stryker single circuit 34.5 K. V. wood pole trans-
mission line extending from Vulcan Substation in Adams Township,
Lucas County, Ohio, in a westerly direction for a distance of approxi-
mately fifty-two (52) miles to Stryker Substation in Stryker, Williams
County, Ohio.

    17.  Stryker-Edgerton single circuit 13.2 K. V. wood pole trans-
mission line extending from Stryker Substation near the Village of
Stryker, Williams County, Ohio, in a southwesterly direction for a
distance of ten (10) miles to Substation of Village of Edgerton at
Edgerton, Williams County, Ohio.

    18.  Stryker-Edon single circuit 13.2 K. V. wood pole trans-
mission line extending from Stryker Substation near the Village of
Stryker, Williams County, Ohio, in a northwesterly direction for a
distance of sixteen (16) miles to Edon Substation in the Village of
Edon, Williams County, Ohio.

    19.  Stryker-West Unity single circuit 34.5 K. V. wood pole trans-
mission line extending from Stryker Substation near the Village of
Stryker, Williams County, Ohio, in a northerly direction for a distance
of approximately seven (7) miles to West Unity Substation at West
Unity, Williams County, Ohio.

    20.  Huron-Sandusky single circuit 34.5 K. V. wood pole trans-
mission line extending from the Village of Huron, Erie County, Ohio,
in a westerly direction for a distance of approximately eight and
three-fourths (8 3/4) miles to the south corporate limits of the City of
Sandusky, Erie County, Ohio.

    Together with and including lands used as right of way for said
transmission line owned by the Company in Erie County, Ohio, and
formerly owned by The Lake Shore Electric Railway Company, which
right of way lands are described in the deed from F. W. Coen, Special
Master, et al. to The Toledo Edison Company, dated February 23, 1938;
excepting the part thereof conveyed to The Texas Distributing Com-
pany by deed dated March 1, 1939, and recorded in Volume 158 of
Erie County, Ohio, Deed Records, at page 631.


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<PAGE>   80
                                                                            (TE)


    21.  All right, title and interest of the Company in and to the
Huron-Lorain single circuit 34.5 K. V. wood pole transmission line
extending from the Village of Huron, Erie County, Ohio, in an easterly
direction for a distance of approximately twenty-two and one-half
(22 1/2) miles to and into the City of Lorain, Lorain County, Ohio.
    Together with and including all right, title and interest of the
Company in and to lands used as right of way for said transmission
line situated in Erie and Lorain Counties, Ohio, which lands are in-
cluded in those described in the deed from F. W. Coen, Special Matter,
et al. to The Toledo Edison Company dated February 23, 1938.

    22.  Sandusky-Fremont single circuit 34.5 K. V. wood pole trans-
mission line extending from the intersection with the Huron-Sandusky
line near the southerly limits of the City of Sandusky, Erie County,
Ohio, westerly and southerly for a distance of twenty-four and one-
tenth miles (24.1) to the Fremont Switching Station in Fremont,
Sandusky County, Ohio; also the Wagner Quarries single circuit 34.5
K. V. wood pole transmission line extending from Sandusky-Fremont
transmission line near Castalia, Erie County, Ohio, in a southerly
direction for a distance of approximately two (2) miles to the Wagner
Quarries No. 5.
    Together with and including lands used as right of way for said
transmission line owned by the Company in Erie County, Ohio, and
formerly owned by the Sandusky-Fremont & Southern Railway Com-
pany, which right of way lands are described in the deed from F. W.
Coen, Special Master, et al. to The Toledo Edison Company dated
February 23, 1938; excepting the part thereof conveyed to Mary E.
Carney by deed dated October 4, 1939, and recorded in Volume 162
of the Erie County, Ohio, Deed Records at page 205.

    23.  Brush Street-Ballville single circuit 34.5 K. V. wood pole
transmission line extending from the intersection with the Monroe-
ville-Genoa transmission line at the east line of Section 27, Sandusky
Township, Sandusky County, Ohio, in a southerly direction for a
distance of approximately two and one-half (21/2) miles to the Ball-
ville-Hydro Plant of The Ohio Power Company in the Village of
Ballville, Sandusky County, Ohio.

    24.  West Commercial single circuit 34.5 K. V. wood pole trans-
mission line extending from Ballville Hydro plant of The Ohio Power
Company in Ballville Township, Sandusky County, Ohio, in a westerly
direction for a distance of approximately nineteen (19) miles to Wood-
ville Substation in the Village of Woodville, Sandusky County, Ohio.


                                      A-23
<PAGE>   81
                                                                            (TE)


     25.  All right, title and interest of the Company in and to the
Ceylon-Berlinville single circuit 34.5 K. V. wood pole transmission line
extending from Ceylon Junction, Erie County, Ohio, in a southerly
direction for a distance of approximately eight (8) miles to Berlinville
at the Erie-Huron County Line.
     Together with and including all of the Company's right, title and
interest in and to lands used as right of way for said transmission line
in Erie County, Ohio, which right of way lands are included in those
described in the deed from F. W. Coen, Special Master, et al. to The
Toledo Edison Company, dated February 23, 1938.

     26.  Monroeville-Berlinville single circuit 34.5 K. V. wood pole
transmission line extending from Main Street in the Village of Monroe-
ville, Huron County, Ohio, in an easterly direction for a distance of
approximately eleven (11) miles to the Ceylon-Berlinville transmis-
sion line at the Huron-Erie County line.
     Together with and including the lands used as right of way for
said transmission line owned by the Company in Huron County, Ohio,
which right of way lands are described and set forth in warranty
deed from Mary D. Clary and David H. Clary to The Lake Shore
Electric Railway Company dated September 2, 1903, recorded in
Volume 64, page 387, of the Huron County Deed Records and in the
deed from Baruch Mahler, Trustee to The Lake Shore Electric Rail-
way Company dated February 12, 1904, and recorded in Volume 65,
pages 277, 278, 279, Huron County Deed Records.

     27.  Monroeville-Genoa single circuit 34.5 K. V. wood pole trans-
mission line extending from the easterly corporate limits of Monroe-
ville, Huron County, Ohio, in a westerly direction of approximately
forty-three and one half (43 1/2) miles to Genoa in Ottawa County,
Ohio.
     Together with and including lands used as right of way for said
transmission line owned by the Company in Huron, Sandusky, Ottawa
and Wood Counties, and formerly owned by The Lake Shore Electric
Railway Company, which right of way lands are described in the
deed from F. W. Coen, Special Master, et al. to The Toledo Edison
Company, dated February 23, 1938.

     28.  Bellevue-Flat Rock single circuit 34.5 K. V. wood pole trans-
mission line extending from the Monroeville-Genoa circuit, west of
City of Bellewue, Huron County, Ohio, in a southerly direction, approxi-
mately two (2) miles to Flat Rock Substation, York Township, San-
dusky County, Ohio.


                                           A-24
<PAGE>   82
                                                                            (TE)


                                       47

     29.  Pemberville-Woodville single circuit 34.5 K. V. wood pole
transmission line extending from Woodville Substation in the Village
of Woodville, Sandusky County, Ohio, in a westerly direction for a
distance of approximately eight and three-fourths (8 3/4) miles to
Pemberville Substation No. 1 located in Freedom Township, Wood
County, Ohio.

     30.  Pemberville-Luckey single circuit 34.5 K. V. wood pole trans-
mission line extending from the Pemberville Substation No. 2 in the
Village of Pemberville, Freedom Township, Wood County, Ohio, in a
northwesterly direction, approximately six (6) miles to Village of
Luckey, Troy Township, Wood County, Ohio, and located on the trans-
mission line right of way described in Item 40 of this Part, at page 49
of this Indenture.

     31.  Pemberville-Greensburg single circuit 34.5 K. V. wood pole
transmission line extending from the Pemberville Substation No. 2.
in the Village of Pemberville, Freedom Township, Wood County, Ohio,
in a southerly direction, approximately six and two-tenths (6.2) miles
to Greensburg Substation, south of Bradner, Montgomery Township,
Wood County, Ohio, and located on the transmission line right of way
described in Item 40 of this Part, at page 49 of this Indenture.

     32.  Helena-Millersville single circuit 34.5 K. V. wood pole trans-
mission line extending from the Helena Substation in Washington
Township, Sandusky County, Ohio, in a southerly direction, approxi-
mately three and nine-tenths (3.9) miles to Millersville, Jackson Town-
ship, Sandusky County, Ohio.

     33.  Pemberville-Tontogany single circuit 34.5 K. V. wood pole
transmission line extending from the Pemberville Substation No. 1
in Freedom Township, Wood County, Ohio, in a southwesterly direc-
tion to the east corporate limits of Bowling Green, in Wood County,
Ohio, a distance of twelve (12) miles; thence in a northwesterly
direction approximately seven (7) miles to the Tontogany Substation
in Plain Township, Wood County, Ohio.  Also a single circuit 34.5
K. V. wood pole transmission line extending from the Bowling Green-
Tontogany section of line in a northerly direction, approximately
four and three-tenths (4.3) miles to Dunbridge, Middleton Township,
Wood County, Ohio.

     34.  Oakdale-Genoa single circuit 23 K. V. wood pole transmission
line extending from Oakdale Substation in Oregon Township, Lucas
County, Ohio, in a southeasterly direction approximately eleven and
seven tenths (11.7) miles to Genoa in Ottawa County, Ohio, also a


                                      A-25
<PAGE>   83
                                                                            (TE)


short extension from this line of two and nine-tenths (2.9) miles to
the Kelley Island Lime and Transport Co. in Ottawa County, Ohio.

    35.  Toledo-Silica transmission line consisting of the single circuit
23 K. V. wood pole transmission line extending west from Central Ave-
nue and Albion Street in the City of Toledo, Ohio, for a distance of ten
and four-tenths (10.4) miles to the Village of Sylvania, Lucas County,
Ohio, and thence westerly for a distance of two (2) miles on a double
circuit wood pole line (of the Sylvania-Lyons line described in Item 9
above) and thence southerly for a distance of two (2) miles to Silica,
Lucas County, Ohio.

    36.  An underground multiple circuit 23 K. V. transmission line
approximately five-tenths (.5) of a mile in length running from
Locust Street Substation in the City of Toledo, Lucas County, Ohio,
to Water Street Steam Electric Plant in the City of Toledo, Lucas
County, Ohio.

    37.  An underground multiple circuit 23 K. V. transmission line
approximately Two and eight-tenths (2.8) miles in length extending
from Water Street Steam Electric Station in The City of Toledo,
Lucas County, Ohio, in a Westerly direction to Detroit Avenue Sub-
station in the City of Toledo, Lucas County, Ohio.

    38.  An underground multiple circuit 23 K. V. transmission line
approximately one and three-tenths (1.3) miles in length running
from Detroit Avenue Substation in the City of Toledo, Lucas County,
Ohio, to the Willys-Overland Plant in the City of Toledo, Lucas
County, Ohio.

    39.  An underground multiple circuit 23 K. V. transmission line
approximately three and two-tenths (3.2) miles running from Detroit
Avenue Substation in the City of Toledo, Lucas County, Ohio, to Vul-
can Substation in Adams Township, Lucas County, Ohio.

    40.  A transmission line right-of-way approximately 29 miles in
length extending in a Southerly direction from Woodville Street,
Toledo, Lucas County, Ohio, to North Union Street, in Fostoria,
Seneca County, Ohio, through the City of Toledo and Oregon Town-
ship in Lucas County, Ross, Lake, Troy, Freedom, Montgomery and
Perry Townships and the villages of Pemberville, Bradner and Rising
Sun in Wood County, Ohio, and Jackson Township in Seneca County,
Ohio; being the lands described in deed and bill of sale from The Ohio
Public Service Company to The Toledo Edison Company dated
November 29, 1938 and recorded in Lucas County Deed Records,
Volume 977, Page 252, Wood County Deed Records, Volume 246,


                                           A-26
<PAGE>   84
                                                                            (TE)


Page 543 and Seneca County Deed Records, Volume 232, Page 207,
except Parcels 1 and 2 in Wood County as described in said deed, and
subject to the exceptions and reservations mentioned in deeds from
the Toledo, Fostoria and Findlay Railway Company recorded in
Lucas County Deed Records, Volume 808, Pages 33 and 35, Wood
County Deed Records, Volume 224, Pages 289, 291, 293, 295, 297, 299,
302, 304 and 306, and Seneca County Deed Records, Volume 215,
Page 178, and further excepting from the premises described in said
deed, the part thereof conveyed to the Pemberville Elevator Associa-
tion by deed dated February 22, 1946, and recorded in Wood County
Deed Records, Volume 280, Page 110.
    Also all extensions, branches, taps, developments and improve-
ments of said transmission lines, or any of them, as well as all rights
of way, easements, permits, privileges, rights and municipal or other
franchises, licenses and consents for or relating to the construction,
maintenance or operation of said lines, or any of them or any part
thereof under or upon any public streets or highways or any public
or private lands, whether now owned or hereafter acquired.

                                   Part Third

    The following electric substations, switching stations and sub-
station sites of the Company, including all buildings, structures,
towers, poles, equipment, appliances and devices for transforming,
converting and distributing electric energy and all of the Company's
lands, easements, rights of way, rights, franchises, privileges, machin-
ery, equipment, appliances, devices, appurtenances and supplies form-
ing a part of said substations or any of them, or used or enjoyed, or
capable of being used or enjoyed, in conjunction or connection with
any thereof, all situated in the State of Ohio:

    1.  Ironville Substation situated on Millard Avenue at the Toledo
Terminal Railroad in the City of Toledo and Oregon Township, Lucas
County, Ohio.  Said premises being more particularly described as:

    (a) Beginning at a point on the Northeasterly line of Millard Ave.
in the City of Toledo, Lucas County, Ohio, where the same is inter-
sected by the rear or Easterly line of lots 216 to 222 as shown on the
map and plat of the Extension of Ironville made by J. B. Marston,
C. E. Dated Feb. 10, 1875, and recorded March 19, 1875, in Volume 6,
Page 45, on the plat records of the City of Toledo, Lucas County, Ohio,
running thence North 38 degrees 53' 55.1" East along said rear or
Easterly line 751.67 ft. to the intersection therewith of the Westerly
boundary line of the property of the Toledo Terminal Railroad Com-


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<PAGE>   85
                                                                (TE)



pany; thence along the Westerly boundary line of the property of the
Toledo Terminal Railroad Company South 25 degrees 27' East 432.63
ft. to a point on the dividing line between Wausayon and Renau Tracts
distant 55 ft. Westerly from the intersection therewith from the center-
line of the Toledo Terminal Railroad; thence still along the Westerly
line of the property of the Toledo Terminal Railroad Company, South
16 degrees 15' 35" East 310.86 ft; thence in a general Southerly
direction on a curve having a radius of 1884.08 ft. parallel to, and 26 ft.
Westerly from the centerline of the Toledo Terminal Railroad a dis-
tance of 762.53 ft. to the Northeasterly line of said Millard Ave.;
thence along the Northeasterly line of said Millard Ave. North 38
degrees 6' 43.65" West 933.56 ft. and North 39 degrees 17' 49.9" West
160.1 ft. to the place of beginning.  The deed from the Company's
grantor excepted the following described parcel: Beginning at a stone
monument at the intersection of Tiffin St. and Millard Ave. in the City
of Toledo and running thence Southeasterly along the centerline of
Millard Avenue a distance of eight hundred thirty nine (839) ft. to a
point; thence northerly making an angle with the centerline of Millard
Avenue of 77 degrees, (measured from northwest to north) to the
Northeasterly line of Millard Ave., the point of beginning; thence con-
tinuing in the same direction a distance of one hundred seventy four
and five tenths feet (174.5') more or less to a point which is one
hundred and seventy (170) feet northeasterly from (measured at right
angles to) the Northeasterly line of Millard Ave.; thence Southeasterly
parallel with and one hundred seventy feet (170) distant Northeasterly
from the Northeasterly line of Millard Ave. to a point seventy-five (75)
feet distant radially from the westerly right of way line of the Toledo
Terminal Railroad; thence northeasterly, making an angle of ninety
degrees with the last course, forty (40) feet; thence in a straight line
to a point in the Westerly line of the Toledo Terminal Railroad right
of way, which point is four hundred fifty-five (455) feet from the
Northeasterly line of Millard Ave.  (measured along said Westerly
right of way line) thence Southerly along said Westerly right of way
line a distance of four hundred fifty five (455) feet to the Northeasterly
line of Millard Ave.; thence Northwesterly along the Northeasterly
line of Millard Ave. to the place of beginning, all in Lucas County, Ohio.
And also excepted that portion of the property hereinbefore described,
lying northwesterly of a line draw parallel with, and four hundred
eighty (480) feet southeasterly (measured at right angles) from the
rear or southeasterly line of lots 216-222 in Extension of Ironville, an
Addition in the City of Toledo, Ohio.


                                      A-28
<PAGE>   86
                                                                            (TE)




     (b) Being the northwest four hundred eighty (480) feet of that
part of the Wausayon and Renau Tracts lying northeast of Millard
Avenue, westerly of the right of way of The Toledo Terminal Railroad
Company and southeasterly of southeasterly line of the Extension of
Ironville; also commencing at a point on the westerly right of way line,
of The Toledo Terminal Railroad Company, two-hundred sixty (260)
feet northerly from the northeasterly line of Millard Avenue (measured
along said westerly right of way line); thence running northwesterly,
parallel with the Northeasterly line of Millard Avenue thirty feet;
thence Southwesterly at right angles to said Northeasterly line of
Millard Avenue thirty (30) feet; thence Southeasterly and parallel to
said Northeasterly line of Millard Avenue thirty (30) feet; thence
Northeasterly at right angles to the last line thirty (30) feet to the
place of commencement.  Excepting therefrom that portion thereof
described as follows:
     Beginning at a point on the Northeasterly line of Millard Avenue
30.62 ft. Southeast of the point where the Southeast boundary line of
Miller's Subdivision intersects the said Northeasterly line of Millard
Avenue; thence Northeasterly along a line parallel to and thirty (30)
feet South east of the Southeast boundary line of Miller's Subdivision
for a distance of 590 ft. to a point; thence by a deflection of 32 degrees
16' to the left for a distance of 56 ft. more or less to a point on the
Southeast boundary line of the Extension of Ironville; thence South-
westerly along the said Southeasterly boundary line of the Extension
of Ironville for a distance of 500.68 ft. more or less to the Southeast
corner of Miller's Subdivision; thence in the same direction for a dis-
tance of 119.32 ft. more or less along the Southeast boundary line of
Miller's Subdivision to a point on the Northeasterly line of Millard
Avenue; thence in a Southeasterly direction along the Northeasterly
line of Millard Avenue for a distance of 30.62 ft. to the place of
beginning containing .421 acres more or less.

     (c) A tract of land composing part of the Renau Tract, situated
in Oregon Township, Lucas County, Ohio, bounded and described as
follows:
     Beginning at a stone monument at the intersection of Tiffin Street
and Millard Avenue in the City of Toledo, Lucas County, Ohio, and
running thence southeasterly along the center line of Millard Avenue
a distance of eight hundred thirty-nine (839) feet to a point; thence
northerly making an angle with the center line of Millard Avenue of
seventy-seven (77) degrees (measured from northwest to north) to the
northeasterly line of Millard Avenue, the point of beginning; thence
continuing in the same direction a distance of one hundred seventy-

                            A-29
<PAGE>   87
                                                                            (TE)


four and five-tenths (174.5) feet more or less, to a point which is one
hundred seventy (170) feet northeasterly from (measured at right
angles to) the northeasterly line of Millard Avenue; thence south-
easterly parallel with and one hundred seventy (170) feet distant
northeasterly from the northeasterly line of Millard Avenue to a
point seventy-five (75) feet distant radially from the westerly right of
way line of The Toledo Terminal Railroad; thence northeasterly,
making an angle of ninety (90) degrees with the last course, forty (40)
feet; thence in a straight line to a point on the westerly line of The
Toledo Terminal Railroad right of way, which point is four hundred
fifty-five (455) feet from the northeast line of Millard Avenue (meas-
ured along said westerly right of way line); thence southerly along said
westerly right of way line a distance of one hundred ninety-five (195)
feet, to a point; thence northwesterly parallel with the northeasterly
line of Millard Avenue thirty (30) feet; thence southwesterly at right
angles to said northeasterly line of Millard Avenue thirty (30) feet;,
thence southeasterly and parallel to said northeasterly line of Millard
Avenue thirty (30) feet; thence northeasterly at right angles to the
last line thirty (30) feet to a point in the westerly line of The Toledo
Terminal Railroad right of way; thence southerly two hundred sixty
(260) feet along the westerly right of way line of The Toledo Terminal
Railroad to the northeasterly line of Millard Avenue; thence north-
westerly along the northeasterly line of Millard Avenue to the place
of beginning.

     2.  Tiffin Street Substation situated on Tiffin Street at the Toledo
Terminal Railroad in the City of Toledo, Lucas County, Ohio.  Said
premises being more particularly described as:
     (a) Lots Number Two Hundred and Twenty (220) and Number
Two Hundred Twenty-one (221), in the Extension of the Village
Plat of Ironville, in the City of Toledo, Lucas County, Ohio, excepting
that part of Lot Number Two Hundred and Twenty-one (221), conveyed
by August Burgie and Hattie Burgie to Spencer D. Carr, Trustee, for
railroad purposes, by deed recorded in Volume 264 of Deeds, Page 19.
     (b) The Northeasterly thirty (30) feet of Lot Two Hundred
Nineteen (219) in the Extension of the Village Plat of Ironville in the
City of Toledo, Lucas County, Ohio.

     3.  Lapier Street Substation situated on Summit Street at the
Toledo Terminal Railroad in the City of Toledo, Lucas County, Ohio.
Said premises being more particularly described as:

     The Southwesterly Two Hundred and Three (203) feet of Block
Number Twenty-four (24) in North Toledo, in the City of Toledo,


                                           A-30
<PAGE>   88
                                                                            (TE)

Lucas County, Ohio; also the Northwesterly one-half (1/2) of that part
of Pearl Alley vacated, adjoining said premises; subject to the sewer
right of way retained by the City of Toledo in said vacated alley.

     4.  Champlain Substation, situated in the City of Toledo, Lucas
County, Ohio.  Said premises being more particularly described as:
     The northwesterly one hundred fifty (150) feet of Lot number
Two (2) of Kraus' Subdivision of Lot number Three Hundred One
(301) of Stickney Addition to the City of Toledo, Lucas County, Ohio,
as recorded in 2-B of Plats at page 66 of the Lucas County Records.

     5.  Dixie Highway Substation situated on Dixie Highway at the
Toledo Terminal Railroad in Lucas County, Ohio.  Said premises being
more particularly described as:
     (a) Being Lots Numbered Seven Hundred Ninety-Four (794) to
Eight Hundred One (801) both inclusive in North Collingwood Park
First Extension, in Washington Township, Lucas County, Ohio, sub-
ject to an easement to the State of Ohio for highway purpose over and
through nineteen and one-half feet (19.5 ft.) on the southeasterly side
of said lots, which said easement was duly recorded in the office of the
Recorder of Deeds, Lucas County, Ohio, in Volume 832, Page 340.
     (b) Lots numbers seven hundred eighty-six (786), seven hundred
eighty-seven (787), seven hundred eighty-eight (788), seven hundred
eighty-nine (789), seven hundred ninety (790), seven hundred ninety-
one (791), seven hundred ninety-two (792) and seven hundred ninety-
three (793) in North Collingwood Park First Extension, a Subdivision
in Washington Township, Lucas County, Ohio.

     6.  Fitch Substation situated on Tremainsville Road at the Toledo
Terminal Railroad in the City of Toledo, Lucas County, Ohio.  Said
premises being more particularly described as:.
     Lots Numbers One (1), Two (2), Three (3), and Four (4) in Home
Acres, an addition to the City of Toledo, Lucas County, Ohio.

     7.  Vulcan Substation situated on Dorr Street at the Toledo
Terminal Railroad in Lucas County, Ohio.  Said premises being more
particularly described as:
     (a) The Easterly Four Hundred (400) feet of Lot Number Two
Hundred and Thirty-two (232) in W. A. Hodge Addition in Adams
Township, Lucas County, Ohio.
     (b) Situated in the Township of Adams, County of Lucas, and
State of Ohio, to-wit:
     Being the east four hundred (400) feet of the south thirty-three
(33) feet of that part of the southeast one-quarter (1/4) of Section
32,  Town 9 South, Range 7 East, lying north of and adjacent to

                            A-31
<PAGE>   89
the north line of Dorr St. and west of the west right of way line of
the Toledo Terminal Railroad.

     8.  Detroit Avenue Substation at Detroit and Council Street in
the City of Toledo, Lucas County, Ohio, situated on the Detroit Avenue
Heat Generating Plant site, hereinafter described in Part Sixth, Item 1,
page 85 of this Indenture.

     9.  Central Avenue Substation and Switching Station situated
along Central Avenue near Albion Street in the City of Toledo, Lucas
County, Ohio.  Said premises being more particularly described as:
     A triangular parcel of land situated in the Northeast one-quarter
(1/4) of Section twenty-seven (27) Town nine (9) South, Range seven
(7) East, in the City of Toledo, Lucas County, Ohio, bounded and
described as follows to wit:
     Beginning at a point in the Southerly lime of Central Avenue (so
called) seventeen and forty-six hundredths (17.46) feet distant West-
erly from the point where said Southerly line is intersected by the
Northwesterly lime of Central Avenue Subdivision, an Addition in the
City of Toledo; thence running Westerly along the said Southerly
line of Central Avenue one hundred thirty-two and fifty-four hun-
dredths (132.54) feet to a point; thence running Southerly, along a
straight line drawn at right angles to the said Southerly line of Central
Avenue, a distance of two hundred twenty-two and forty-seven hun-
dredths (222.47) feet, more or less, to a point which is fifteen (15)
feet distant Northwesterly from and measured at right angles to the
Northwesterly line of said Central Avenue Addition; thence running
Northeasterly, along a line drawn fifteen (15) feet distant North-
westerly from and parallel to the said Northwesterly line of Central
Avenue Addition, two hundred fifty-eight and ninety-seven hundredths
(258.97) feet, more or less, to the place of beginning.

     10.  Gould Substation situated on Glanzman Road at the Toledo
Terminal Railroad in the City of Toledo, Lucas County, Ohio.  Said
premises being more particularly described as:
     That part of the Southwest Quarter of the Northeast Quarter of
Section Number Twenty (No. 20), Town Three (3) United States
Reserve of twelve miles square, at the foot of the rapids of the Miami
of Lake Erie, formerly in Adams Township and now in the city of
Toledo, Lucas County, Ohio, which lies Southeasterly of the South-
easterly line of the right of way of the Lima and Toledo Traction
Company, excepting therefrom the East sixty-five and six-tenths feet
(65.6), thereof, conveyed to Spencer D. Carr, Trustee, by deed recorded
in volume 257 of Deeds, page 205, Lucas County, Ohio Records of Deeds.


                                      A-32
<PAGE>   90
                                                                            (TE)


Said parcel hereby conveyed containing One and One-half (1 1/2) acres
more or less.

     11.  Tracy Substation situated in Lake Township, Wood County,
Ohio.  Said premises being more particularly described as:
     A parcel of land situate in Southwest fractional one-quarter (1/4)
of Section Six (6), Town Seven (7) North, Range Twelve (12) East
in Lake Township, Wood County, Ohio, more fully described as fol-
lows, to-wit:  Beginning at the point of intersection of the South line
of the right-of-way of the Toledo Terminal Railroad and the East line
of Tracy Street (so called); thence East along said South line of the
Toledo Terminal Railroad a distance of two hundred eight (208) feet;
thence South parallel to the East line of Tracy Street a distance of
two hundred eight (208) feet; thence West parallel to the South line
of said right-of-way of the Toledo Terminal Railroad a distance of
two hundred eight (208) feet to said East line of Tracy Street; thence
North along said East line of Tracy Street a distance of two hundred
eight (208) feet to place of beginning, containing one (1) acre of land,
being the same more or less.

     12.  MacLean Substation situated in and adjacent to the Village
of Walbridge, Wood County, Ohio.  Said premises being more particu-
larly described as:
     (a) Commencing at the one half (1/2) corner stone in section line
running North and South between sections four (4) and five (5) of
Lake Township, Wood County, Ohio, thence running South 81 feet,
thence West parallel with Dry Creek 576 feet; thence North 304 feet;
thence East along half Section line 475 feet to the place of beginning,
containing two (2) Acres more or less.
     (b) Situated in the County of Wood and State of Ohio, Township
of Lake, to-wit:
     Being the south one hundred fifty (150) feet of that part of the
northeast quarter (1/4) of Section five (5), Town seven (7) north,
Range twelve (12) east, Lake Township, Wood County, Ohio, lying
east of the Toledo Terminal Railroad Company right-of-way.

     13.  Walbridge Substation Site situated in the Village of Wal-
bridge, Wood County, Ohio.  Said premises being more particularly
described as:
     Being a parcel of land in the Southeast quarter (1/4) of Section
Five (5), Town Seven (7) North, Range Twelve (12) East, in Wood
County, Ohio, and described more fully as follows:
     Beginning at a point which is fifty (50) feet Easterly from the
Easterly Hocking Valley Railroad right of way line (measured at right

                            A-33
<PAGE>   91
                                                                            (TE)


angles thereto) and one hundred and ninety-four (194) feet Northerly
from the South line of the North fifty-five (55) acres of the Southerly
ninety-five (95) acres of the Southeast quarter (1/4) of Section Five
(5), Town Seven (7) North, Range Twelve (12) East in Lake Town-
ship, Wood County, Ohio, measured at right angles to said South line;
thence Easterly in a line parallel with said South line a distance of
forty (40) feet; thence in a Southerly direction in a line at right angles
to said South line a distance of one hundred and fifty (150) feet to a
point which is forty-four (44) feet North of said South line (measured
at right angles thereto); thence Westerly in a line parallel with and
forty-four (44) feet distant from said South line to a point which is
fifty (50) feet Easterly from said Easterly right of way line of the
Hocking Valley Railroad (measured at right angles thereto); thence
Northerly in a line parallel with and fifty (50) feet distant from said
right of way line to the place of beginning.
    14.  Oakdale Substation, situated in the County of Lucas and
State of Ohio.  Said premises being more particularly described as
follows:
    Being that part of the Northwest fraction of Section Number
seventeen (17), Township Ten (10) South, Range Eight (8) East,
bounded and described as:.
    Commencing at the intersection of the Westerly right-of-way line
of The Toledo Railway and Terminal Company with the Southerly
boundary line of Oakdale Avenue (so called) and running thence
Westerly on the Southerly line of said Oakdale Avenue (so called) a
distance of Two Hundred and twenty-five (225) feet;
    Thence Southerly on a line which is parallel with the Westerly
right-of-way line of said Railway Company a distance of Three Hum-
dred and eighty-seven and two-tenths (387.2) feet;
    Thence Easterly on a lime parallel to the said Southerly line of
Oakdale Avenue (so called) Two Hundred and Twenty-five (225) feet
to the said Westerly right-of-way line of said Railway Company;
    Thence Northerly along said right-of-way line three hundred and
eighty-seven and two-tenths (387.2) feet to the place of beginning,
containing Two (2) acres of land, more or less.

    15.  Ryan Substation situated on Starr Avenue at The Toledo
Terminal Railroad in the City of Toledo, and in Oregon Township,
Lucas County, Ohio.  Said premises being more particularly described
as:
    (a) Situate in the City of Toledo and in Oregon Township, bounded
and described as follows:


                                           A-34
<PAGE>   92
                                                                            (TE)

     Commencing on the east line of lot No. 19 on Phelps Subdivision
of part of the North one-half of Section 5 at a point twenty (20) feet
North of the South line of said lot No. 19; thence North forty (40)
feet; thence west parallel with and sixty (60) feet North of the South
line of lot No. 19 to a point one hundred thirty-three (133) feet East
of the East line of the right-of-way of the Toledo Railway and Ter-
minal Company's railway; thence North parallel with said last men-
tioned line one hundred fifty (150) feet; thence West parallel with
the South line of said lot No. 19 a distance of one hundred thirty-
three (133) feet to said East line of said right-of-way; thence South
along the East line of the said The Toledo Railway and Terminal Com-
pany's right-of-way, a distance of one hundred ninety (190) feet to a
point twenty (20) feet North of the center of said Section 5; thence
East and parallel with and twenty (20) feet North of the South line
of said lot No. 19 to place of beginning.
     (b) Situate in the south part of Phelps Sub-division in the North-
east quarter of Section 5 Town 10 South, Range Eight (8) East; one
parcel being in the City of Toledo and one in Oregon Township,
bounded and described as follows:
     (1) The parcel in the City of Toledo; Commencing on the East line
of the Toledo Railway and Terminal Company's right-of-way at a
point three hundred sixty (360) feet North of the South line of the
before mentioned quarter section, thence South, a distance of one
hundred fifty (150) feet; thence East parallel with the quarter section
line a distance of seventy-nine (79) feet; thence Northwesterly on a
curved line drawn parallel with and ten (10) feet Northeasterly of the
center line of track connecting The Toledo Railway and Terminal Com-
pany's line with the lines built by the Toledo, Port Clinton and Lake-
side Railway Company to the place of beginning, containing .12 acres.
     (2) The parcel in Oregon Township; Commencing on a line drawn
parallel with and one hundred thirty-three (133) feet East of the East
line of The Toledo Railway and Terminal Company's right-of-way at
a point one hundred sixty-four (164) feet North of the South line of the
quarter section; thence South one hundred and four (104) feet; thence
East parallel with the quarter section line, a distance of two hundred
forty (240) feet; thence Northwesterly on a curved line drawn parallel
with and ten (10) feet Northeasterly of the center line of the above
mentioned connection track to the place of beginning, containing .22
acres.
     The center line of the connection track above referred to is drawn
with a radius of about four hundred twenty-five (425) feet, and the
Northeast line of the two parcels hereby conveyed is to be drawn from


                                      A-35
<PAGE>   93
                                                                            (TE)


dock line to a point on said dock line where a line drawn parallel with
and Fifty (50) feet Northeast of the Southwest line of said lot Number
One hundred nineteen (119) would intersect said dock line; thence
Northwesterly on a line parallel with said Southwest line of lot Number
One hundred nineteen (119) to the place of beginning.

     20.  Water Street Substation on Water Street and Madison Ave-
nue in the City of Toledo, Lucas County, Ohio, situated on the Water
Street Steam Electric Station site, hereinbefore described in Part
First, Item 2, page 24 of this Indenture.

     21.  City Park Substation Site situated in the City of Toledo,
Lucas County, Ohio.  Said premises being more particularly described
as:
     Lots Nos. 43, 44 and 45 in Sterling Place, City of Toledo, Lucas
County, Ohio.

     22.  Hastings Street Substation Site, situated between Hastings
Street and Manila Street in the City of Toledo, Lucas County, Ohio.
Said premises being more particularly described as follows:

     Lots Numbers fifty (50) and fifty-one (51) in Door Street Station
Addition in the City of Toledo, Lucas County, Ohio.

     23.  Sylvania Substation in the Village of Sylvania, Lucas County,
Ohio, situated on premises hereinafter described in Part Seventh, Item
3, page 91 of this Indenture.

     24.  Metamora Substation Site located on the Indiana Plank Road
in the Village of Metamora, Amboy Township, Fulton County, Ohio.
Said premises being more particularly described as:
     Beginning at a point sixty (60) feet south of and measured at
right angles to the south line of Indiana Plank Road and two hundred
three and five-tenths (203.5) feet (measured along the south line of
said Indiana Plank Road) east of the intersection of the north and
south one-quarter (1/4) line of the northeast one-quarter (1/4) of Sec-
tion Eleven (11), Town Nine (9) South, Range Four (4) East, with the
south line of said road; thence in an easterly direction sixty (60) feet;
thence at right angles in a southerly direction forty (40) feet; thence at
right angles in a westerly direction sixty (60) feet; thence at right
angles in a northerly direction forty (40) feet to the point of beginning.
Containing twenty-four hundred (2400) square feet, all in Section
Eleven (11), Town Nine (9) South, Range Four (4) East, County of
Fulton, State of Ohio.

     25.  Lyons Substation located on Morenci Street in the Village of
Lyons, Royalton Township, Fulton County, Ohio.  Said premises being
more particularly described as:


                                      A-36
<PAGE>   94
                                                                            (TE)


                                      60

    Beginning at a point on the east property line of The Toledo &
Western Railway Company, which point is eighty and twenty-five
hundredths (80.25) feet north of a stone monument located in the
center of Morenci Street and two hundred fifty-five (255) feet more
or less west of the west line of Adrian Street in the town of Lyons,
County of Fulton, State of Ohio; thence west at right angles to said
east property line seventy (70) feet; thence north at right angles
sixty (60) feet; thence east at right angles seventy (70) feet; thence
south at right angles sixty (60) feet to the point of beginning, con-
taining forty-two hundred (4200) square feet.

    26.  Swanton Substation, situated in the Village of Swanton,
Fulton County, Ohio.  Said premises being more particularly described
as:
    Being a parcel of land in the South one-half (1/2) of the Southeast
quarter (1/4) of Section One (1), Town Seven (7) North of Range
Eight (8) East, more particularly described as commencing at the
Southeast corner of said Section, running thence North One Degree,
Forty-seven Minutes East (N 1 degrees 47' E), binding upon the Section line
a distance of Five Hundred Four and Five Tenths (504.5) feet to a
point; thence South Seventy-nine Degrees, Fifty-seven Minutes West
(S 79 degrees 57' W), binding upon the North line of the Lake Shore and
Michigan Southern Railroad lands, a distance of Nine Hundred
Eighty-one and three tenths (981.3) feet to a point, the point of
beginning; thence North One Degree Forty-seven Minutes East
(N  1 degrees 47' E) a distance of Two Hundred Sixty-one and six tenths
(261.6) feet to a point, thence North Eighty-eight degrees Thirteen
Minutes West (N 88 degrees 13' W) a distance of Three Hundred Thirteen
and nine tenths (313.9) feet to a point, thence South Twenty-five De-
grees No Minutes East (S 25 degrees 0' E) a distance of Three Hundred
Twenty-four and Ninety-Six Hundredths (324.96) feet to a point in
the North line of said Railroad lands, thence North Eighty-five De-
grees Two Minutes East (N 85 degrees 2' E) binding upon said Railroad lands
a distance of Sixty-nine and Eight Tenths (69.8) feet to a point, thence
North Seventy-nine Degrees Fifty-Seven Minutes East (N 79 degrees 57' E)
a distance of One Hundred One and one tenth (101.1) feet to a point,
the place of beginning.  Containing One and Thirty Hundredths (1.30)
acres, but subject to legal streets and highways.




                                           A-37
<PAGE>   95
    27.  Delta Substation, situated in the Village of Delta, Fulton
County, Ohio, said premises being more particularly described as:
    Lot number sixty-four (64) excepting the westerly two (2) feet
thereof in Gates & Kennedy's Addition to the Village of Delta, Fulton
County, Ohio, as the same is laid out, platted and recorded in the
Record of Plats of said County.

    28.  Wauseon Substation, in the Village of Wauseon, Fulton
County, Ohio, situated upon the Wauseon Service and Storage prop-
erty, hereinafter described in Part Seventh, Item 5, page 92 of this
Indenture.

    29.  Archbold Substation located on William Street near Ditto
Street in the Village of Archbold, German Township, Fulton County,
Ohio.  Said premises being more particularly described as:
    Lots Number Fifty-eight (58) and Fifty-nine (59) in McLaughlin
Addition to the Village of Archbold, Fulton County, Ohio.

    30.  Stryker Substation situated near the Village of Stryker,
Williams County, Ohio, on the site of the Stryker Steam Electric Plant
hereinbefore described in Part First, Item 7, page 29 of this Indenture.

    31.  Alvordton Substation Site, situated one (1) mile east of
Alvordton, in Mill Creek Township, Williams County, Ohio.  Said
premises being more particularly described as follows:
    That part of the west half (1/2) of the northeast quarter (1/4)
of section twenty-seven (27), town nine (9) south, range one (1)
west, in Mill Creek Township, Williams County, Ohio, lying west
of State Route #127 and described as follows: Beginning at a point
on the north property line 188 feet west of the center line of State
Route #127; thence west 37 feet, along the north property line;
thence south 120' parallel to the section line; thence southeast 124
degrees, a distance of 120 feet to the center line of State Route
#127; thence northeast 37 feet along the center line of State Route
#127; thence on an arc of a circle with a radius of 100 feet, a dis-
tance of 216 feet to the point of beginning.

    32.  West Unity Substation, situated in the Village of West Unity,
Williams County, Ohio, said premises being more particularly
described as:
    Situated in the Village of West Unity, County of Williams and
State of Ohio, and known as a part of out lot number forty-four (44)
of the out lots of said Village as platted and recorded on the Records
of said County of Williams, and bounded and described as follows, to-
wit:  Beginning at a point eleven hundred and two and one-half
(1102 1/2) feet north of a stone which is the quarter-quarter stone eighty


                                      A-38
<PAGE>   96
                                                                            (TE)


(80) rods west of the corner of section eight (8), town seven (7)
north, range four (4) east in Brady Township, Williams County and
State of Ohio; thence running west eighty-five (85) feet; thence north
thirty-seven (37) feet; thence east eighty-five (85) feet; thence south
thirty-seven (37) feet to the place of beginning, which is three hundred
eleven (311) feet south of the north rail of the main track of the
Wabash Railway.

     33.  Bryan Substation, situated in the City of Bryan, Williams
County, Ohio, said premises being more particularly described as:
     Out lot number twenty-four (24) and the easterly two-thirds of
out lot twenty-three (23) as numbered upon the District Assessor's
Plat of 1880 of the southeast quarter of section seventeen (17), town
six (6) north, range three (3) east, in Pulaski Township, Williams
County, Ohio, recorded in Volume 2, page 76, Williams County Plat
Records.  The lots on the Assessor's Plat of the southeast quarter of
said section have been renumbered, and this property is now known
as lot number twenty-four (24) upon the Assessor's Plat for the south-
east quarter of said section seventeen (17).

     34.  Edon Substation No. 1, situated in the Village of Edon,
Williams County, Ohio.

     35.  Edon Substation No. 2, situated in the Village of Edon, Town-
ship of Florence, County of Williams, Ohio. Said premises being more
particularly described as:
     Commencing at a point in the West line of Section 15, T7N R1E,
at a point fifty (50) feet North from the Southwest corner of said
section; thence running Eastwardly, parallel with the South line of
said section a distance of one hundred (100) feet; thence Northerly,
parallel with the West line of said section a distance of two hundred
(200) feet more or less, to the South line of the right-of-way of the
Wabash Railroad; thence Westerly along the South line of said right-
of-way to the West line of said section; thence Southerly along the
West line of said section to the place of beginning.

     36.  Melbern Substation Site, situated in the Village of Melbern,
Williams County, Ohio.  Said premises being more particularly de-
scribed as:
     The west forty (40) feet of lot number two (2) in the original
plat of Melbern, County of Williams, Ohio.

     37.  Black Road Substation, situated at the intersection of Black
Road and the Wabash Railroad right-of-way in Monclova Township,
Lucas County, Ohio.  Said premises being more particularly de-
scribed as:

                                           A-39
<PAGE>   97
    Situated in Sections 8 and 9, Town 1 U. S. R., in Monclova Town-
ship, Lucas County, Ohio and starting at a point in the center line
of Black Road 56.5 feet Southeasterly of the center line of the Wabash
Railroad Company track, measured along said center line of Black
Road, which point is the intersection of the Southerly right-of-way
line of said railroad company and the center line of Black Road;
thence Southwesterly 370.3 feet more or less, along the Southerly
right-of-way line of the Wabash Railroad, to a concrete monument;
thence Easterly in a straight line through a concrete monument, said
monument being 184.17 feet more or less Southeasterly of said rail-
road right-of-way, and measured along the Southwesterly line of
Black Road and being 25 feet West of the center line of said road,
472.31 feet more or less to a point on the center line of said Black
Road; thence Northwesterly along said center line 206.11 feet more
or less to the place of beginning, subject to all legal highways and
containing 0.84 acres more or less; excepting therefrom that portion
of the right-of-way of the old Toledo and Defiance Railroad Company
lying in Section 9, Town 1 U. S. R., and being that portion of the above
described land in Section 9 lying within 50 feet of the Wabash Railroad
right-of-way.

    38.  Whitehouse Substation in the Village of Whitehouse, Lucas
County, Ohio.

    39.  Gage Switching Station approximately one mile northeast of
the Village of Neapolis in Lucas County, Ohio.

    40.  Grand Rapids Substation situated in Providence Township,
Lucas County, Ohio.  Said premises being more particularly de-
scribed as:
    Being a parcel of land situate in the South West fractional one-
quarter (1/4) of section five (5) Town five (5) North, Range nine (9)
East in Providence Township, Lucas County, Ohio, more fully de-
scribed as follows, to wit: Beginning at a point of intersection of the
North West right of way line of the New York, Chicago and St. Louis
Railroad and the center line of the Highway running North and South
along the West line of said section five (5); thence North along said
center line of the highway a distance of one hundred and eighty-five
(185) feet; thence East at right angles to said center-line to a point
on said North West right of way line; thence Southwesterly along
said North West right of way line to place of beginning containing one
third (1/3) acre of land being the same more or less.

    41.  Liberty Center Substation in the Village of Liberty Center,
Henry County, Ohio.


                                      A-40
<PAGE>   98
    42.  Okolona Substation in the unincorporated community of
Okolona, Henry County, Ohio.  Said premises being more particularly
described as:
    Situated in the Township of Napoleon, County of Henry and State
of Ohio, and known as:
    Being a parcel of land situated in the Northwest Quarter of Sec-
tion 31, Town 5 North, Range 6 East in said township, county and
state, and described as follows:
    Commencing at a point in the center of the section line road
between Sections 30 and 31, 402.94 feet West of the North quarter post
of said Section 31, which point is 265 feet West of the center line of
the highway known as the Florida Road; thence West in the center line
of the road first mentioned, which is the North section line of Section
31, 80.35 feet; thence South 223.8 feet to an iron pin in the North line
of the Wabash Railroad right-of-way; thence Northeasterly along the
North line of said railroad right-of-way 112.5 feet to an iron pin;
thence Northwesterly 217 feet to the place of beginning, containing
one-half acre of land more or less.

    43.  Jewell Substation situated in the unincorporated community
of Jewell, Defiance County, Ohio.  Said premises being more par-
ticularly described as:
    A part of Lot Two (2) of Section Nine (9) of the Village of Jewell
in said County and State and bounded and described as follows; to wit:
    (a) Commencing at the South East corner of said Lot Number
Two (2) on the Northerly line of The Wabash Railroad right of way
and running thence North Twelve (12) feet; thence in a Westerly
direction Ninety-three and one-third (93 1/3) feet; thence South a
distance of about Forty (40) feet to the said right of way; thence in
a North easterly direction along the Northerly line of said right of
way about One hundred and four (104) feet to the place of beginning.
    (b) Commencing at a point One Hundred and Twenty (120) feet
West of the Northeast corner of said Section Nine (9), and One
Hundred and Forty (140) feet South of said Northeast corner of
Section Nine (9); thence West a distance of Eighty-nine (89) feet;
thence South a distance of Thirty-six and one-half (36 1/2) feet, more
or less; thence Northeasterly along the Northerly boundary of the
present property of The Toledo Edison Company, a distance of
Ninety-three and One-half (93 1/2) feet; thence North a distance of
Twelve (12) feet, more or less, to the place of beginning, and being
a part of lot Two (2), Section Nine (9), Township of Richland and
County of Defiance, and State of Ohio.


                                      A-41
<PAGE>   99
      44.  Richland Switching Station situated in Richland Township,
  Defiance County, Ohio.  Said premises being more particularly de-
  scribed as:
      Being a rectangular parcel of land 100 feet North and South
  (measured on the West line of Section Eighteen (18) Town Four (4)
  North, Range Five (5) East) and extending Easterly therefrom
  eighty-five (85) feet, in the Southwest quarter of said Section Eighteen
  (18).  The Southeasterly corner of said parcel being 30 feet North-
  westerly from (measured at right angles to) the Northwesterly line
  of the Wabash Railroad right of way, all in Richland Township,
  Defiance County, Ohio.

      45.  East Defiance Substation situated near Summit Street in
  the City of Defiance, Defiance County, Ohio. Said premises being more
  particularly described as:
      (a) The South line of the right of way of the Baltimore and Ohio
  Railroad at a point One Hundred Fifty (150) feet East of the East
  line of Summit Street (formerly Middle Street); thence South and
  parallel with Summit Street to the South East corner of Lot 14 on
  the Auditor's Plat of Lots East of the Auglaize River; thence East
  and parallel with said Railway six hundred forty one (641) feet to a
  point Twelve and one half (12 1/2) rods west from the North and South
  lines of Section 25, Town Four (4) North, Range Four (4) East;
  thence North and parallel with said Summit Street to the South line
  of said Railway; thence West on the South line of said Railway to the
  place of beginning, the same being part of lots Thirteen (13) Thirty
  (30) and Forty (40) of the Old Auditor's Plat of Lots East of the
  Auglaize River but now being a part of Lot Forty-one (41) of the
  New Auditor's Plat of Lots East of the Auglaize River.  Together
  with the right to place and maintain a water pipe running across that
  part of Lot Forty-one (41) of the Auditor's Plat that lies adjoining
  and West of the above described land said land to be adjacent to said
  right of way and not more than ten (10) feet therefrom.
      (b) Commencing at a point where the South line of the Baltimore
  and Ohio Railroad Company's right of way intersects the West line
  of Ottawa Avenue and running thence South thirty-five feet; thence
  West one hundred ninety five feet; thence North to the South of
  Baltimore and Ohio right of way, thirty five feet; thence East to the
  place of beginning One Hundred Ninety-five feet and being part of
  what is now known as Lot Forty-one (41) on the Auditor's Plat of
  Lots East of the Auglaize River in the City of Defiance, County of
  Defiance, and State of Ohio.
    (c) A part of Lot Number Forty-one (41) on the original Auditor's
  Plat of Lots East of the Auglaize River described as follows:


                                      A-42
<PAGE>   100
     Commencing at the northwest corner of said Lot Forty-one (41)
at the intersection of the easterly line of Summit Street and the south-
erly line of the right-of-way of the Baltimore and Ohio Railroad Com-
pany; thence southerly along Summit Street 175 feet; thence easterly
and parallel with the southerly line of the right-of-way of the Baltimore
and Ohio Railroad Company 150 feet; thence northerly and parallel
with Summit Street 175 feet to the southerly line of said right-of-way;
thence westerly along the southerly line of said right-of-way 150 feet
to the place of beginning, being the same premises as were conveyed or
intended to be conveyed by Mary Ellen Rickerd and Mabel J. Westrick
to Viola Mary May by the three separate deeds recorded in Volume 136,
on page 245, 246 and 247 of the Deed Records of said County.

     46.  Hydro Substation in Defiance County, Ohio, situated upon
the Defiance Hydro-Electric Station site, hereinbefore described in
Part First, Item 4, page 25 of this Indenture.

     47.  Holgate Substation situated near the Village of Holgate in
Henry County, Ohio. Said premises being more particularly described
as:
     A part of the South half (1/2) of the Southeast quarter (1/4) of
Section Thirty-one (31), Town Four (4) North, Range Seven (7) East,
in Henry County, Ohio, more particularly described as:
     Commencing at a point where the Southwesterly line of the
public road running Northwesterly and Southeasterly through said
Section intersects the North line of the public road running along the
South side of said section, thence West on said North line one hundred
(100) feet; thence Northeasterly to a point on the Westerly side of
said road, running Northwesterly and Southeasterly through said
section one hundred (100) feet Northerly from the place of beginning,
thence Southeasterly along the Westerly side of said road to the place
of beginning.

     48.  Pleasant Bend Substation Site, situated in Pleasant Town-
ship, Henry County, Ohio.  Said premises being more particularly
described as:
     A rectangular parcel of land situated in the northeast corner
of the southeast quarter (1/4) of the southeast quarter (1/4) of Section
Twenty-nine (29), Pleasant Township, Henry County, Ohio, more
particularly described as follows:
     Commencing at the northeast corner of the southeast quarter (1/4)
of the southeast quarter (1/4) of said Section Twenty-nine (29); thence
west on the quarter section line One Hundred Fifty (150) feet; thence
south in a straight line One Hundred (100) feet; thence east in n
straight line One Hundred Fifty (150) feet to the east line of said


                                      A-43
<PAGE>   101
                                                                            (TE)

  Section Twenty-nine (29); thence north on the said east line One
  Hundred (100) feet to the place of beginning.

      49.  Genoa Substation situated in the Village of Genoa, Ottawa
  County, Ohio.  Said premises being more particularly described as:
      Those parts of the southwest quarter of the southwest quarter
  of Section Thirty-four (34), Town Seven (7), Range Thirteen (13)
  East, in the Village of Genoa and Clay Township, described as follows,
  to-wit:
      (a) Beginning at a point on the East line of Washington Street
  thirteen (13) rods and twenty-three (23) links South of the inter-
  section of Third and Washington Streets; thence one hundred and
  fifty (150) feet parallel with the South line of Third Street; thence
  North one hundred and fifty (150) feet parallel with the east line of
  Washington Street; thence West one hundred and fifty (150) feet to
  the East line of Washington Street; thence South along the East line
  of Washington Street one hundred and fifty (150) feet to the place of
  beginning.
      (b) Also beginning at a point in the East line of Washington
  Street thirteen (13) rods and twenty-three (23) links South of the
  intersection of Third and Washington Streets, in the Village of Genoa;
  thence East one hundred and fifty (150) feet; thence South fifty (50)
  feet; thence West one hundred and fifty (150) feet to the East line
  of Washington Street; thence North to the place of beginning.
      (c) Also Beginning at a point in the North line of the land of the
  Lake Shore and Michigan Southern Railroad Company ninety (90) ft.
  northwest of the intersection of said line with the line between sections
  three (3) and thirty-four (34); thence north to Third Street; thence
  west to within one hundred and fifty (150) feet of Washington Street;
  thence south sixteen rods and twenty-three (23) links; thence west to
  Washington Street; thence south to the north line of the land of the
  said railroad company; thence southeast to the place of beginning.
      (d) The North 79.68 feet of the west 150 feet of that part of the
  southwest quarter of Section 34, Town 7 North, Range 13 East in the
  Village of Genoa, Ottawa County, Ohio, lying south of the south line
  of Sixth Street (formerly Third Street), extended easterly, and east
  of the east line of Washington Street.

      50.  Curtice Substation, situated in the Village of Curtice, Allen
Township, Ottawa County, Ohio, on land owned by The Ohio Public
Service Company.

      51.  Woodville Substation located in the Village of Woodville,
Sandusky County, Ohio.  Said premises being more particularly de-
scribed as:


                                      A-44
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                                                                            (TE)

    Situated in the Village of Woodville, County of Sandusky and
State of Ohio, and being a part of Outlot number four (4) in said
Village of Woodville, more particularly bounded and described as
follows:
    Commencing at a point three hundred and twenty (320) feet North
of where the West right-of-way line of The Lake Shore Electric Rail-
way Company intersects with the Northeasterly line of the right-of-way
of the Pennsylvania, Ohio & Detroit Railroad, thence North along said
right-of-way line of the said The Lake Shore Electric Railway Com-
pany one-hundred (100) feet, thence West at right angles to said
right-of-way line a distance of fifty (50) feet, thence South one hun-
dred (100) feet, thence East fifty (50) feet to the place of beginning.

    52.  Hessville Substation located in the Township of Washington,
Sandusky County, Ohio.  Said premises being more particularly de-
scribed as:
    Situated in the Township of Washington, County of Sandusky
and State of Ohio, and described as follows:
    Known as commencing at a point on the south line of the Maumee
and Western Reserve Road twenty (20) feet east of the northeast
corner of the tract or lot of land belonging to the Emmanuel Lutheran
Church Congregational in section number nine (9) township number
five (5) range number fourteen (14) running thence east along the
south line of the Maumee and Western Reserve Road seventy-five (75)
feet; thence south seventy (70) feet; thence westerly parallel with the
said Maumee and Western Reserve Road seventy-five (75) feet; thence
north seventy (70) feet to the place of beginning.  All in section
number nine (9) township number five (5) range number fourteen (14).

    53.  Irvington Substation, situated in the Township of Sandusky,
County of Sandusky, and State of Ohio, and being more particularly
described as:
    Being Lot number thirty-four (34) in Irvington Addition as shown
on plat recorded in Volume 7, page 30, Sandusky County Plat Records.
Also a parcel of land in the Northeast quarter of Section twenty-nine
(29), Township five (5) North, Range fifteen (15) East, lying adjacent
to said Lot number thirty-four (34) and more fully described as com-
mencing at the Northwest corner of said lot; thence Northeasterly
along the East line of Walter Avenue forty (40) feet; thence South-
easterly parallel with the North line of said lot fifty (50) feet; thence
Southwesterly forty (40) feet to the Northeast corner of said lot;
thence Northwesterly on the North line of said lot fifty (50) feet to
the place of beginning.


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                                                                            (TE)

                                       69

    54.  Fremont Switching Station located on Fifth Street in the
City of Fremont, Sandusky County, Ohio, on premises hereinafter
described in Part Seventh, Item 15, page 98 of this Indenture.

    55.  Green Springs Substation, located in Green Creek Township,
Sandusky County, Ohio.  Said premises being more particularly de-
scribed as:
    Situated in the Township of Green Creek, County of Sandusky
and State of Ohio, and known as being a part of the south-east corner
of section number six (6), Township four (4) north, range sixteen
(16) east, Green Creek Township, Sandusky County, Ohio, and more
particularly described as follows:
    Commencing at a point where the south line of the McPherson
Highway crosses the center line of the Sand Road in the south-east
quarter of said section six (6); thence southeasterly along the south
line of the McPherson Highway one hundred and thirty (130)
feet; thence south-westerly at right angles to the south line of said
McPherson Highway seventy-five (75) feet; thence north-westerly
parallel with the south line of said McPherson Highway to the center
line of the said Sand Road; thence northerly along the center line of
the said Sand Road to the point of beginning, containing 22/100 of
an acre of land more or less.

    56.  Clyde Substation, located in the Village of Clyde, Sandusky
County, Ohio.  Said premises being more particularly described as:
    (a) Situated in the Village of Clyde, County of Sandusky and
State of Ohio, and being Inlot number twelve hundred sixty-two (1262)
in said Village, and being in the East View Addition to Clyde, Ohio.
    Subject to the drain agreement contained in the deed from I. M.
and Alberta A. Parker to The Lake Erie Power & Light Company,
dated May 5, 1926, recorded in Volume 125, at page 617 of the San-
dusky County Deed Records.
    (b) Known as being a part of Outlot 39 in said Village and more
particularly described as follows: Beginning at the point where the
west line of Lot 655, now or heretofore owned by Celia Billows inter-
sects with the south line of the Maumee Turnpike; thence extending
westerly along said south line of said turnpike 52 feet; thence south
parallel with the west line of said Lot 655, 62 feet; thence easterly
parallel with the south line of said turnpike to the west line of said Lot
655; thence north along the west line of said Lot to the place of be-
ginning.

    57.  Goodrich Substation, situated in the City of Bellevue, Huron
County, Ohio, and being more particularly described as:
    Being part of great Lot No. 18 bounded and described as follows:


                                      A-46
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                                                                            (TE)


    Beginning on the north line of Moore Avenue and the east line of
lot number 1156 in the Moore Addition to the City of Bellevue, Huron
County, Ohio; thence northerly along the east line of lot Number 1156
to the south line of Goodrich Road, said line to be known as the west
road line of Railroad Street extended; thence easterly along the south
line of Goodrich Road a distance of two hundred sixty (260') feet;
thence southerly, and ninety degrees (90 degrees 0') to the south line of
Goodrich Road, a distance of two hundred and five and seventy-five
hundredths (205.75) feet to a point; thence westerly and parallel to
Goodrich Road a distance of two hundred (200') feet; thence southerly,
and parallel to said west line of Railroad Street extended, to the north
line of Moore Avenue; thence westerly along the north line of Moore
Avenue to place of beginning a distance of sixty (60') feet, excepting
therefrom the westerly sixty (60') feet thereof lying easterly of and
adjacent to the east line of Lot No. 1156 and extending from the north
line of Moore Avenue northerly to the south line of Goodrich Road.

    58.  Bellevue Substation located in the City of Bellevue, Huron
County, Ohio.  Said premises being more particularly described as:
    Situated in the City of Bellevue, County of Huron and State
of Ohio:  Bring part of In-lots Numbers Three hundred thirty-one
(331), three hundred thirty (330), and three hundred twenty-nine
(329) in W. H. Moore's Addition to said City, described as follows:
    (a) Being that part of said In-lot Number Three hundred thirty-
one (331) lying east of the right of way of The New York, Chicago
and St. Louis Railway right of way.
    (b) Being the whole of said In-lots Numbers Three hundred
thirty (330) and three hundred twenty-nine (329) in said Village,
lying east of the right of way of The New York, Chicago and St. Louis
Railway Company. Be the same more or less but subject to all legal
highways.
    Excepting from the aforementioned parcels the premises conveyed
to The New York, Chicago and St. Louis Railroad Company on April
30, 1926, more particularly described as follows:--Commencing at the
point where the line dividing In-lots Numbers 329 and 330 in Wm. H.
Moore's Addition to the plat of said City, as recorded in Plat Book
No. 2, page 9 of Huron County records of plats, intersects the south-
easterly right of way line of The New York, Chicago and St. Louis
Railroad Company; thence northeasterly along said right of way line
one hundred fifty-two (152) feet more or less to the point where the
dividing line between In-lots 331 and 332 in said addition intersects
said right of way line; thence easterly along said last mentioned divid-
ing line sixty (60) feet more or less, to the northeast corner of said


                                      A-47
<PAGE>   105
                                                                            (TE)

In-lot No. 331; thence southwesterly on a line running diagonally
across said In-lots Nos. 330 and 331 to the place of beginning, and
containing three thousand eight hundred (3800)square feet of land.

    59.  Bellevue East Side Substation located in the City of Bellevue,
Huron County, Ohio.

    60.  Flatrock Substation, situated in York Township, Sandusky
County, Ohio, and being more particularly described as:
    All of the Northeast quarter (1/4) of Section 35 T4N R17E, lying
South of the center line of Kilbourne Road and North of the N. Y. C.
& St. L. Railway.

    61.  Mills Street Switching Station located in Erie County, Ohio.
Said premises being more particularly described as:
    Situated in the County of Erie, and State of Ohio, and in the
Third Section of the original Township of Perkins, (and now partly
in the Township of Margaretta); being part of a 105 Acre tract west
of Old Railroad Street in the north one-quarter of the Mitchell 1369
Acre Tract, and more definitely described as follows:
    Beginning at the intersection of the center lines of Perkins Ave-
nue and Old Railroad Street; thence in a southwesterly direction in
the middle line of said Old Railroad Street a distance of Two Hundred
(200) feet, thence westerly parallel to the middle line of said Perkins
Avenue a distance of One Hundred Seventy-five (175) feet; thence in
a northeasterly direction parallel to the said Old Railroad Street, a
distance of Two Hundred (200) feet to the middle line of said Perkins
Avenue, thence easterly in the middle line of said Perkins Avenue a
distance of One Hundred Seventy-five (175) feet to the place of begin-
ning, containing 73/100 of an acre of land.  Excepting therefrom a strip
of land sixty-five (65) feet in width containing nineteen seventieths
(19/70) of an acre off the northerly side of the above described land,
more particularly described in the deed from The Lake Erie Power
& Light Company to the Sandusky Connecting Railway Company,
dated September 22, 1931, and recorded in Volume 144, at page 265,
Erie County Deed Records.

    62.  Leavitt Road Substation located in Black River Township,
Lorain County, Ohio.  Said premises being more particularly described
as:
    Situated in the Township of Black River, County of Lorain, State
of Ohio, and described as follows:
    Known as being part of Original Lot No. 23, Tract No. 2, said
Township, bounded and described as follows: Beginning in the center


                                      A-48
<PAGE>   106
                                                                            (TE)

line of the Lake Shore Road, so-called, at a point 182.66 feet distant
south 54 degrees 51' west from the intersection of said center line with the
east line of said Lot No. 23; thence south 54 degrees 51' west, in the center
line of said road a distance of 125 feet; thence north 25 degrees 17' west a
distance of about 660 feet to low water mark of Lake Erie; thence
easterly, along low water mark, to the point where a line drawn from
the place of beginning, parallel with the west line above described, will
intersect said low water mark; thence southerly, along said parallel
line, to the place of beginning.  And containing about 1.9 acres of land.
     Excepting from the above described land the premises conveyed to
Clarence D. and Marian G. Scheiferstein by deed dated September 23,
1944, and recorded in Volume 333 of Lorain County, Ohio, Deed
Records, at page 630.
     63.  Helena Substation, located in Washington Township, San-
dusky County, Ohio.  Said premises being more particularly described
as:
     Situated in the Township of Washington, County of Sandusky and
State of Ohio, and being a parcel of land fifty (50) feet square, exclu-
sive of highways, in the northeast corner of the northeast quarter
(1/4) of Section thirty-one (31) in Town five (5) north, range fourteen
(14) east.

     64.  Gibsonburg Substation situated in the Village of Gibsonburg,
Sandusky County, Ohio, and being more particularly described as:
     Commencing at a point where the east and west property line of
the National Mortar & Supply Company and the Zorn Hornung Com-
pany intersects the north and south center line of Section No. 13 of
Madison Township, Sandusky County, Ohio, running thence west on
said property line one hundred twelve (112) feet to a point; running
thence northerly and parallel with said Section Line No. 13 a distance
of ninety (90) feet; running thence easterly and parallel with said
property line heretofore mentioned to said north and south center line
of Section 13 a distance of one hundred twelve (112) feet; thence run-
ning southerly on said center Section Line No. 13 a distance of ninety
(90) feet to the place of beginning, containing twenty-three hundredths
(.23) acre.

     65.  Pemberville Substation No. 1, situated in Freedom Township,
Wood County, Ohio. Said premises being more particularly described
as:
     Being a parcel of land situated in the Northwest quarter (1/4) of
the Southwest quarter (1/4) of Section ten (10), Town five (5) north,


                                           A-49
<PAGE>   107
                                                                            (TE)


Range twelve (12) east, Freedom Township, Wood County, Ohio,
and more particularly described as follows:
     Commencing at a point in the center of the section line road two
hundred (200) feet south of The Lake Erie, Bowling Green and
Napoleon Railway Company right of way, thence east two hundred and
twenty (220) feet, thence north two hundred (200) feet to the south
line of The Lake Erie, Bowling Green and Napoleon Railway Company
right of way, thence west along said right of way two hundred and
twenty (220) feet, thence south two hundred (200) feet to the place of
beginning.

     66.  Pemberville Substation No. 2 situated in the Village of Pem-
berwille, Freedom Township, Wood County, Ohio.  Said premises
being more particularly described as:
     Situated in the Village of Pemberville, Freedom Township, Wood
County, and described as follows:
     A strip of land Three (3) rods in width lying southwesterly of a
line extending from a point in the center line of College Avenue which
is Five Hundred and Twenty-two (522) feet east of the south quarter
post of Section Three (3) thence north Fifty (50) feet, thence north-
westerly Two Hundred and Thirty (230) feet to a point which is One
Hundred and Eighty-five (185) feet north of the center line of College
Avenue, but subject to the exceptions and reservations recited in the
deed from The Toledo, Fostoria & Findlay Railway Co., recorded in
Vol. 224 at Page 299 of the Deed Records of Wood County.

     67.  Luckey Substation situated near the Village of Luckey, Wood
County, Ohio.  Said premises being more particularly described as:
     Situated in the Township of Troy, Wood County, and described
as follows:
     Beginning at a point in the center line of the highway running
north and south along the west side of Section 28 of said Township;
said point being One Hundred Fifteen (115) feet north of the south
line of the northwest quarter of the northwest quarter of Section 28;,
thence running from said point eastwardly and parallel with the north
line of Section 28 a distance of One Hundred Five (105) feet to a point;
running thence northerly and parallel with the center line of said
highway a distance of sixty (60) feet to a point; running thence west-
wardly and parallel with the line first herein described a distance of
One Hundred Five (105) feet to the center line of said highway; run-
ning thence southerly in the center line of said highway to the place
of beginning; and containing approximately .117 acres, be the same


                                      A-50
<PAGE>   108
                                                                            (TE)


more or less, but subject to all legal highways, and to the oil and gas
lease recorded in Wood County Records of Leases, Vol. R, Page 624.

     68.  Greensburg Substation situated near the southerly limits of
the Village of Bradner, Wood County, Ohio, on the transmission right
of way hereinbefore described in Part Second, Item 40, page 48, of
this Indenture.

     69.  Tontogany Substation, situated in the County of Wood, State
of Ohio, Township of Plain, and being more particularly described as:
     Being one square acre of land located in the southwest corner of
the southwest quarter of the northwest quarter of Section Ten (10),
Town Five (5) North, Range Ten (10) East.

                            Miscellaneous Properties

     1.  Toledo Service Center situated upon West Delaware Avenue
at West Lake Avenue in the City of Toledo, Lucas County, Ohio.  Said
premises being more particularly described as:
     That part of the east 1/2 of Section 27, Town 9 South, Range 7
east, in the City of Toledo, Lucas County, Ohio, bounded and described
as follows to-wit:  Beginning at a point where the easterly right of
way line of the Michigan Central Railroad intersects the southerly
line of Post Street; thence running easterly along the said southerly
line of Post Street to the northeast corner of Lot No. 49 in Detroit
Avenue Addition; thence running southerly along the easterly line
of said Lot 49 and the easterly line of said Lot No. 49 produced south-
erly to the southerly line of said Detroit Avenue Addition; thence
running easterly along the said southerly line of Detroit Avenue Addi-
tion to the westerly line of Delaware Avenue Addition; thence running
southerly along the westerly line of Delaware Avenue Addition to the
northwest corner of Lot 25 in said Delaware Avenue Addition; thence
running easterly along the northerly line of said Lot 25 to the easterly
line of said Lot 25; thence running southerly along the said easterly
line of said Lot 25 to the southerly line of said Lot 25; thence running
westerly along the said southerly line of said Lot 25 to the westerly
line of said Delaware Avenue Addition; thence running southerly
along the said westerly line of Delaware Avenue Addition to the
southerly line of Delaware Avenue; thence running easterly along the
said southerly line of Delaware Avenue to its intersection with the
northwesterly line of an alley running along the rear of Lots 90 to



                                      A-51
<PAGE>   109
                                                                            (TE)


103 inclusive in Linden Heights; thence running southwesterly along
the northwesterly line of said alley to the northeasterly line of Lamson
Street; thence running northwesterly along the said northeasterly
line of Lamson Street to its intersection with the northwesterly line
of Hillsdale Avenue (vacated); thence running southwesterly along
the said northwesterly line of Hillsdale Avenue (vacated) to a point
in the center line of Lamson Street; said point being six hundred sixty-
two and six tenths (662.6) feet distant from the center line of Detroit
Avenue (measured along the center line of said Lamson Street);
thence running westerly along a line drawn three hundred thirty and
seventy five hundredths (330.75) feet southerly from and parallel with
the east and west center line of Section 27, Town 9 south, Range 7
east, a distance of five hundred sixty-eight and thirty-six hundredths
(568.36) feet, more or less, to the easterly right of way line of the
Michigan Central Railroad; thence running northeasterly along the
said easterly right of way line of the Michigan Central Railroad to
the place of beginning, containing eight and eight hundred fifty-four
thousandths (8.854) acres, more or less;
    Also that part of the east 1/2 of Section No. 27 Town 9 South, Range
7 East, in the City of Toledo, Lucas County, Ohio, bounded and de-
scribed as follows to-wit: Beginning at a point where the easterly
right of way line of the Michigan Central Railroad (formerly the
Toledo Canada Southern and Detroit Railway) intersects the south
line of land owned by Amasa Bishop on July 4, 1873, same line being
extension westerly of southernmost line of land deeded to the Milburn
Wagon Company by Thomas B. Whitney, by deed dated June 28, 1873
and recorded in Volume 80 of Deeds, Page 8, Lucas County Records,
which point is one thousand four (1004) feet distant northerly from
the center line of Monroe Street, measured along the easterly, right
of way line of the said The Michigan Central Railroad; and running
thence easterly on said line four hundred fifty-seven and forty-six
hundredths (457.46) feet, more or less to a point on the northwesterly
line of Hillsdale Avenue (vacated); thence at an angle to the right
27 degrees 20 minutes running a distance of thirty (30) feet to the
center line of Hillsdale Avenue (vacated); thence northeasterly along
said center line of Hillsdale Avenue (vacated) for a distance of twenty-
four and twenty-four hundredths (24.24) feet to a point; thence south-
easterly and at an angle of 90 degrees with the center line of Hills-
dale Avenue (vacated) for a distance of one hundred forty (140)
feet, more or less, to the northwesterly line of an alley, between Lawton
Avenue and Hillsdale Avenue (vacated); thence northeasterly along
said northwesterly line of said alley for a distance of five hundred


                                      A-52
<PAGE>   110
                                                                            (TE)


ninety (590) feet, more or less, to the southwesterly line of Lamson
Street; thence northwesterly along the southwesterly line of Lamson
Street for a distance of one hundred seventy (170) feet, more or less,
to the northwesterly line of Hillsdale Avenue (vacated); thence north-
easterly along the northwesterly line of Lamson Street for a distance
of thirty (30) feet to a point in the center line of said Lamson Street,
said point being six hundred sixty-two and six tenths (662.6) feet
distant from the center line of Detroit Avenue (measured along the
center of said Lamson Street); thence westerly along a line drawn
three hundred thirty and seventy-five hundredths (330.75) feet south-
erly from and parallel with the east and west center line of Section
27 Town 9 south, Range 7 east, a distance of five hundred sixty-eight
and thirty-six hundredths (568.36) feet, more or less, to the easterly
right of way line of the Michigan Central Railroad (formerly the
Toledo Canada Southern and Detroit Railway); thence along the
easterly line of the said Michigan Central Railroad in a southerly
direction to the place of beginning, containing nine and thirty-seven
hundredths (9.37) acres, more or less.
     Also all that parcel of land bounded on the north by the southerly
line of Lots Nos. 50 and 51 in Detroit Avenue Addition on the east by
the Westerly line of Westlake Street; on the south by the northerly
line of Lot No. 25 in Delaware Avenue Addition and said line pro-
duced westerly; and on the west by the westerly line of said Lot No.
50 in Detroit Avenue Addition, produced southerly, in the City of
Toledo, Lucas County, Ohio.
     Together with the buildings and other structures and all of the
Company's lands, rights of way, easements, rights, franchises and
privileges used in connection therewith.

     2.  Premises formerly used as Maumee Steam Electric Plant, now
used as an Employee's Club, situated along Broadway (River Road)
between what was formerly the Miami and Erie Canal and the Maumee
River in the Village of Maumee, Lucas County, Ohio.  Said premises
being more particularly described as:
     All that part of River Tract No. 21 in the United States Reserve
of twelve miles square at the foot of the rapids of Miami of Lake
Erie of Lucas County, Ohio, between what was formerly the Miami
& Erie Canal and the Maumee River, lying east of a line drawn from
a point on the north line of Wolcott Street, and at right angles to
said line of Wolcott St., which point is 138 feet west of the point
of intersection of the east line of said River Tract No. 21 and said
north line of Wolcott St., the same running from what was form-


                                      A-53
<PAGE>   111
erly the Miami and Erie Canal to the Maumee River, together with
riparian rights thereto, excepting however, the State's interest in cer-
tain lands for water power purposes therein included and excepting
the right of way of the Toledo, St. Louis and Kansas City Railway
Company.
    Also that part of River Tract No. 21 in the United States Reserve
of twelve miles square at the foot of the rapids of the Miami of Lake
Erie, Lucas County, Ohio, between what was formerly the Miami and
Erie Canal and the Maumee River lying east of a line drawn from a
point on the north line of Wolcott St., and at right angles to said north
line of Wolcott Street which point is 188 ft. west of the point of inter-
section of the east line of said River Tract No. 21 and said north line
of Wolcott St. and west of and adjoining land heretofore conveyed by
Frederica Hull and Williams C. Hull to Wm. Taylor, Trustees; said
strip of land running from what was formerly the Miami & Erie Canal
to the Maumee River, together with riparian rights thereto, excepting
however, the right of way of the Toledo, St. Louis & Kansas City Rail-
way Company.
    Also that part of River Tract No. 20 bounded and described as
follows, namely, on the west by the east line of River Tract No. 21,
on the northeasterly by the southwesterly line of Farrar St. in Wol-
cott's Addition to Miami City, now a part of Maumee Village, on the
southerly by the northerly line of Wolcott Street in said Addition and
situated in Maumee, Lucas County, Ohio.
    Also that part of River Tract No. 21 in the United States Reserve
of twelve miles square at the foot of the rapids of the Miami of Lake
Erie, Lucas County, Ohio, consisting of a strip of land, 115 feet wide
fronting on Wolcott Street extending from Wolcott St. at right angles
to the Maumee River, together with the riparian rights thereto, the east
line of said strip crossing and intersecting at right angles on the north
side of Wolcott Street at a point of 188 feet west of intersection of
east line of said River Tract No. 21 and the north line of Wolcott
Street and all in Lucas County, Ohio.
    Also that part of River Tract No. 20 in the United States Reserve
of twelve miles square at the foot of the rapids of the Miami of Lake
Erie, Lucas County, Ohio, described as follows: Bounded on the west
by the west line of said River Tract No. 20 on the north by a line
projected east along the line of Wolcott St. 15 feet from intersection
of said west line of said River Tract No. 20 with the Maumee River,
containing 24/100 of an acre more or less, and as now staked out and
surveyed.



                                      A-54
<PAGE>   112
                                                                            (TE)


     Together with the power house, buildings and other structures,
and all of the Company's lands, rights-of-way, easements, rights,
franchises and privileges used in connection therewith.

     3.  Sylvania Service and Storage Building situated on Summit
Street at Ten Mile Creek in the Village of Sylvania, Lucas County,
Ohio. Said premises being more particularly described as:
     (a) Situate in the Village of Sylvania, County of Lucas and State
of Ohio and bounded and described as follows, to-wit:  Commencing
at the southeast corner of lot number 8 in block number 30 according
to a map or plat of said village made by Samuel Devine, surveyor for
William Wilson running thence southwesterly and at right angles with
Ottawa Street to the center of the south branch of Ottawa River or
Ten Mile Creek, so-called, thence westerly along the center of said
Ottawa River or Ten Mile Creek to lands formerly owned by the Lake
Shore and Michigan Southern Railway Company, thence northerly
along the line of said Railway Company's land to the southwest corner
of lot number 9 in said block number 30; thence easterly along the
south line of said lots number 9 and 8 to the place of beginning, the
same being one acre of land more or less, together with the privileges
and appurtenances to the same belonging.
     (b) Beginning at the southeast corner of Lot No. 6, Block 30,
Sylvania Village (formerly Frank Lamonts lot) on Ohio Avenue in
the Village of Sylvania, Lucas County, Ohio, and running westerly to
land formerly owned by Orville R. Hine, thence southerly along the
lands of the said Orville R. Hine 97 feet, thence easterly along the
north side of lands formerly owned by Charles Rockenstyre to Ohio
Avenue (now Division Street), thence north 97 feet to the place of
beginning.
     (c) Being that part of the northwest quarter of section ten, town
nine south, range six east, situated in the Village of Sylvania, County
of Lucas and State of Ohio, and bounded as follows, to-wit:  Com-
mencing at the southeast corner of land formerly owned by W. F.
Bidwell on Ohio Avenue (now Division Street), thence south to the
center line of Ten Mile Creek; thence westerly along the center of Ten
Mile Creek to the land formerly owned by Orville R. Hine; thence
northerly along lands formerly owned by said Orville R. Hine to land
formerly owned by the said W. F. Bidwell; thence easterly along the
south line of the W. F. Bidwell land to the center of Ohio Avenue
(now Division Street) to the place of beginning, containing one acre
of land, more or less.


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     4.  The following described property situated on the Maumee
River at Providence, Lucas County, Ohio:
     That part of the Tract of Land commonly called Peter Manor,
Senior, Reserve, bounded and described as follows, to-wit:
     Beginning at the upper or west end of the lock commonly called
Providence Lock and otherwise known as Guard Lock or Lock No. 9
on the Wabash & Erie Canal, afterwards Miami and Erie Canal, which
lock is also known as Lock 44 on the Miami & Erie Canal on said Peter
Manor, Senior, Reserve; thence west along the South line of said
Canal to a distance of 20 rods West of the mill race constructed by the
State of Ohio or said Peter Manor, Senior, in his life time and leading
from said Canal South into the Maumee River; thence to the Maumee
River; thence down said River to a point south of and even with end
of said Providence Lock and said place of beginning, thence North to
said place of beginning, situated in Providence Township, Lucas
County and State of Ohio, except that part of above described premises
conveyed to the Toledo, Delphos & Burlington Railroad (now the
Toledo, St. Louis & Western Railroad) for right of way purposes, and
subject to lease to Providence Milling Co. expiring in 2004.

     5.  Wauseon Service and Storage buildings located in the Village
of Wauseon, Fulton County Ohio. Said premises being more particu-
larly described as:
     The fractional part of lot number one hundred seventeen (117) in
the original plat of said village, and more particularly described as
follows:
     Commencing at a point on the north line of Beech Street that is
thirty-two feet and five inches (32' 5") east of the southwest corner
of lot number one hundred seventeen (117); thence northerly and
parallel to the west line of said lot a distance of one hundred eighty-
two (182) feet to the north line of said lot; thence easterly along the
north line of said lot a distance of thirty-two feet and seven inches
(32' 7") to the northeast corner of said lot; thence southerly along the
east line of said lot a distance of thirty-two (32) feet; thence westerly
and parallel to the north line of said lot a distance of sixteen feet and
five inches (16' 5"); thence southerly and parallel to the east line of
said lot a distance of one hundred fifty (150) feet to the north line of
Beech Street; thence westerly along the north line of Beech Street a
distance of sixteen feet and two inches (16' 2") to the place of be-
ginning.



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     Also the fractional part of Lot Number One Hundred Seventeen
(117) in the original plat of said Village, more particularly described as
follows: Commencing at the Southeast corner of said lot One Hundred
Seventeen (117), on the North line of Beech Street; thence running
North on the East line of said Lot to a point on said East Line of said
Lot thirty-two (32) feet South of the North line of said Lot; thence
West parallel with the North line of said Lot sixteen (16) feet and five
(5)  inches; thence South parallel with the East line of said Lot to the
North line of Beech Street; thence East on the North line of Beech
Street to the place of beginning.
     Also Lot Number One Hundred Nineteen (119) in the original Plat
of said Village.
     Together with the buildings and other structures thereon and all of
the Company's lands, rights of way, easements, rights, franchises and
privileges used in connection therewith.

     6.  Employee's Club situated in the Village of Wauseon, Fulton
County, Ohio.  Said premises being more particularly described as:
     Commencing at the point where the west line of Brunell Street
intersects the north line of Leggett Street; thence north on the west
line of said Brunell Street one hundred seventy (170) feet to a point;
thence westerly at right angles to Brunell Street on a direct line one
hundred fifty (150) feet; thence south at right angles to Leggett Street
to the North line of said Leggett Street; hence easterly along the north
line of Leggett Street to the place of beginning.

     7.  The Fayette Office Building located in Fayette, Fulton County,
Ohio.  Said premises being more particularly described as:
     Commencing at the Northwest corner of Lot number Four (4) of
Block number Four (4) of R. S. Humphrey's Division of said Village
of Fayette, as same is platted and recorded in the records of said
county; thence East twenty-one and nine-twelfths (21 & 9/12) feet;
thence South one hundred and twenty four (124) feet; or to the alley
bounding the South side of said lot number four (4); thence West
twenty one and nine-twelfths (21 & 9/12) feet; thence North one hun-
dred twenty four (124) feet to place of beginning. Saving and except-
ing the second story of the building now occupying said premises
which second story is now owned and occupied by a Lodge of Independ-
ent Order of Odd Fellows, and the stairway leading thereto with an
entrance at the South end on the West side of said above described
building the use of which is reserved for the use of said Lodge of Odd
Fellows.



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                                                                            (TE)


     8.  Situated in the Village of Vermilion, County of Erie, State
of Ohio, and being more particularly described as follows: Being lots
Nos. 233, 234 and 235 in Block No. 23, according to the recorded plat
of said Village, being the same premises described in deed from Ben-
jamina B. Wells to The Lake Shore Electric Railway Company, which
deed is dated October 25, 1902, and is of record in Volume 74, pages
210-211 Erie County Deed Records, excepting therefrom the light
and power substation and equipment located thereon owned by The
Ohio Public Service Company.

     9.  Situated in Huron Township and the Village of Huron, Erie
County, Ohio, known as Sages Grove Power Site and being more par-
ticularly described as follows:  Situated in the Township of Huron,
County of Erie, State of Ohio, and known as being a parcel of real
estate located East of the Village of Huron and sometimes known as
"Sage's Grove" property, having a frontage on Lake Road of ap-
proximately 2614.3 feet, and extending Northerly to Lake Erie, and
including also a triangular parcel lying Southerly of said Lake Road,
with a frontage of approximately 494 feet on said Road, and extending
Southerly to a depth of approximately 530 feet, said real estate being
more particularly described and included in the descriptions contained
in the following deeds, to-wit:
     (a) Deed from Louis Hexter, Trustee, et al. to The Lake Shore
Electric Railway Company, dated March 30, 1903, recorded in Volume
74, Page 552, Erie County Deed Records, in which the description of
part of said premises is as follows: Known as 19 64/100 acres in the
north middle part of Lot #22, Section #1, Township #6, Range #22,
Huron Township, Erie County, Ohio, bounded on the east by the lands
conveyed to Louis Hexter, Trustee, by deed recorded in Volume #68
of deeds, page 275; on the south by lands conveyed to George J. Sage,
by deed recorded in Volume 59 of deeds, page 106; on the west by lands
owned by Hattie M. Stein, and on the north by Lake Erie.
     (b) Deed from Louis Hexter, Trustee and wife to The Lake Shore
Electric Railway Company, dated February 24, 1903, and recorded in
Volume 72, Page 168, Erie County Deed Records, in which deed part
of said premises is described as follows: Known as Sage's Grove, being
part of lots No. 22 and 23 in the First Section of Huron Township and
more definitely described as follows: Commencing at a stake on the
shore of Lake Erie and in the east line of a 26 3/4 acres tract, conveyed
by Joseph Black to William H. Ellson, January 3, 1859, and recorded
in Vol. 16, Pages 188 and 189; thence South 0 degrees 40' East, in the


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                                                                            (TE)

East line of said 26 3/4 acres tract, 720 feet to a stake; thence North 85
degrees 30' West, 906 feet to a stake; thence North 7 degrees 40' East,
1120 feet to a stake on the shore of Lake Erie, thence South, 61 degrees
East following the shore of said Lake 851.4 feet to the place of begin-
ning, containing 16.9 acres, more or less, together with the beach of
said Lake abutting thereon, and all riparian rights pertaining thereto,
together with the privileges and appurtenances to the same belonging,
and being the same premises conveyed to said Louis Hexter, trustee,
by George J. Sage and Clara Sage by Warranty Deed, dated August
10th, 1899, and recorded in Vol. 68, Page 275 of the Deed Records of
Erie County, Ohio, to which reference is here had.
     (c) Deed from George J. and Clara Sage to The Lake Shore
Electric Railway Company, dated February 27, 1904, and recorded in
Volume 76, Pages 98-99, Erie County Deed Records, in which deed
part of said premises is described as follows:
     Known as being part of Lots numbers 22 and 23 in Section one in
said Township and more definitely described as follows: Beginning
at a stake at the Southeast corner of 16-90/100 acres formerly owned
by Louis Hexter and known as Sage's Grove, thence South 89 degrees
47' West 533.0 feet to a stake in the North line of the right of way of
The Lake Shore Electric Railway Company, thence South 84 degrees
40' East in said right of way line 564.7 feet to a stake, thence North 2
degrees 23' West 53.3 feet to the place of beginning, containing 345/1000
of an acre.
     (d) Deed from Thomas Wood, Trustee, to The Lake Shore Electric
Railway Company, dated January 17, 1903, and recorded in Volume 72,
Page 178, Erie County Deed Records, in which deed part of said
premises is described as follows: Known as being part of the northeast
part of Lot No. 23 in said Section No. 1 in said Township and more
definitely described as follows: Beginning at a stake in the center line
of a proposed forty (40) foot road where it intersects the west line
of a 65 acre tract formerly owned by Charles C. Koch; thence north
with said west line 800 feet to a stake at high water on the shore of
Lake Erie; thence S. 60 degrees .48' E. with the shore line of Lake
Erie at high water 1506.8 feet to a stake at the northeast corner of
Lot No. 23, thence with the east line of said Lot S. 0 degrees .17' W.
366.8 feet to a stake in the center line of said proposed road; thence
in the center line of said proposed road N. 64 degrees .04' W. 239.6
feet to a stake; thence in a curve to the left whose radius is 927.9
feet 303.2 feet to a stake; thence N. 82 degrees 48' W. 817.8 feet to


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                                                                            (TE)


the place of beginning, containing 16.257 acres, except one acre off of
the east side of the above described premises (the west line being
parallel with the east line).
    Also the following: Being part of said Lot No. 23 and more defi-
nitely described as follows: Beginning at a stake in the center line of
the said proposed 40 ft. road where it intersects the east line of said 65
acre tract; thence in the center line of said proposed road N. 64 degrees
.04' W. 130.2 feet to a stake; thence N. 0 degrees .17' E. 55.46 feet to
a stake; thence S. 64 degrees .04' E. 130.2 feet to a stake in the east
line of said 65 acre tract; thence in said line S. 0 degrees .17' W. 55.46
feet to the place of beginning, containing 15-100 acre. Being a strip
50 feet wide off from the south side of said 1 acre tract.  The total
amount of land above described being 15.407 acres.

    10.  Situated partly in the Village of Huron, and partly in the
Township of Huron, Erie County, Ohio, and being more particularly
described as follows: Situated in North part Range 22, Town 6, Sec-
tion 2, Lot 26, Huron Township and Village of Huron, being a parcel
of land lying south of the right of way of The Lake Shore Electric
Railway Company and more particularly described as follows: Begin-
ning at a point in the southwest corner of lands formerly owned by
Anna M. Fries Chapin, et al., running thence northerly along west
line of said lands 470 feet; thence east at an angle of about 62 degrees
with first mentioned line measured in the southeast corner, about 936
feet to east line of said Chapin lands and 88 feet northerly from the
southeast corner; thence southerly along east line of said land 88 feet
to the south line of said land; thence westerly along said south line
about 830 feet to the place of beginning, containing 5.3 acres, more
or less.

    11.  Situated in the Village of Berlin Heights, Erie County, Ohio,
and being more particularly described as follows:
    A parcel of land in Subdivision No. 61, Parson's Survey, Lot 7,
Sub-range 7, in the Third Section of Berlin Township, and described
as follows: Beginning at a point in the south line of Main Street in
the west line of said Subdivision No. 61, and thence easterly in the
south line of Main Street 74 feet; thence southerly parallel with the
west line of said Subdivision No. 61 to a point in a line running parallel
with and 16 1/2 feet westerly from a line of stakes set for the center
line of the track of The Lake Shore Electric Railway Company, thence
southerly parallel with and 16 1/2 feet westerly from said line of stakes
to the south line of said Subdivision No. 61; thence westerly along


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                                                                            (TE)

the southerly line of said Subdivision to the southwest corner thereof;
thence northerly along the westerly line of said subdivision to the
place of beginning.  Said parcel beginning the same premises conveyed to
W. H. Price, Trustee, by George M. Austin by deed dated May 7, 1901.
     Excepting therefrom the light and power substation and equip-
ment located thereon owned by The Ohio Public Service Company.

     12.  Situated in Lake Township, Wood County, Ohio, and being
more particularly described as:
     A parcel of land in the east one-half of the South west one-quarter
of Section 11, Town Seven North, Range Twelve East, Lake Township,
Wood County, Ohio, described as follows, to wit:  Beginning at the
Southwest corner of the above land; thence North along the West line
of said lands, a distance of twelve hundred (1200) feet; thence East at
right angles to said West line a distance of three hundred (300) feet;
thence South parallel to said West line a distance of eight hundred
(800) feet; thence West at right angles to said West line a distance of
one hundred sixty (160) feet; thence South parallel to said West line a
distance of four hundred (400) feet more or less to the South line of
said section; thence West along said South line a distance of one hun-
dred forty (140) feet more or less to the place of beginning; containing
seven (7) acres more or less.

     13.  Situated in Swanton Township, Lucas County, Ohio, and being
more particularly described as:
     Beginning at a point on the east line of Section four (4), town
seven (7) north, range nine (9) east, Swanton Township, Lucas County,
Ohio, where said line crosses the north lime of the right-of-way hereto-
fore deeded to The Toledo & Indiana Railway Company by Peter Mohr
and Elizabeth Mohr; thence westerly along the northerly line of said
right-of-way a distance of four hundred (400) feet; thence northerly
at right angles to said last mentioned line a distance of thirty-five (35)
feet; thence easterly parallel with and thirty-five (35) feet distant
from said northerly line of right-of-way of said The Toledo & Indiana
Railroad Company to the east line of said section four (4); thence
south along said east line to the point of beginning, containing thirty-
two one-hundredths (.32) of an acre of land more or less.

     14.  A parcel of real estate containing approximately six (6)
acres of land, and known as "Slate Cut Siding," and being more par-
ticularly described as follows:
     Situated in the Third Section of Huron Township, in the County
of Erie, and State of Ohio, and being a strip of land off the north end
of 43.89 acres in Lot No. 27 owned by said George Strauss and more


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                                                                            (TE)


definitely described as follows: Beginning at a stake in the westerly
line of said 43.89 acres 95 feet southerly from the south fence of the
highway; thence southwesterly to a stake in the west line of the high-
way running along the east line of said lot; thence northerly in the
west line of said roadway 218 feet to the south line of the right of way
of The Lake Shore & Michigan Southern Railway Company; thence
westerly in the south line of said right of way about 530 feet to the
east line of the highway; thence southerly in the east line of the high-
way about 50 feet; thence westerly and southwesterly in the south line
of the highway to the west line of said Strauss land; thence south 95
feet to the place of beginning, excepting therefrom a triangular piece
100  ft. by 100 ft. out of the southeast corner of the above described
tract, said triangle being 100 ft. front on the highway and 100 ft. on
the south line of said tract and also excepting from the above described
premises the part thereof conveyed to The New York Central Railroad
Company by deed dated February 28, 1944, and recorded in Volume
176  of the Erie County, Ohio, Deed Records at pages 563 and 564.

     15.  Fremont Service Property located on Fifth Street in the
City of Fremont, Sandusky County, Ohio.  Said premises being more
particularly described as:
     Situated in the City of Fremont, County of Sandusky and State
of Ohio, and known as being In-Lots Nos. 2895, 2896, 2897, 2898,
2899, 2900 and 1755, and Out-Lot No. 35.

     16.  Situated in the Village of Liberty Center, Henry County,
Ohio, and being more particularly described as:
     Being a parcel of land in the northwest corner of that part of the
northwest one-quarter (1/4) of the southwest one-quarter (1/4) of Sec-
tion 30, Town 6 North, Range 8 East, in Washington Township, Henry
County, Ohio lying southeast of the right of way of the Wabash Rail-
road and being more fully described as follows, to-wit:
     Commencing at a point on the south right of way line of the
Wabash Railroad where said south right of way line is intersected by
the West line of said Section 30; thence northeast along the said south
right of way line two hundred five (205) feet; thence south parallel to
the said west line of Section 30, sixty-eight (68) feet; thence south-
westerly parallel to the said south right of way line of the railroad
two hundred five (205) feet to the said west line of Section 30; thence
north along the said west line of Section 30, sixty-eight (68) feet to the
place of beginning.



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                             [TOP PORTION OF PAGE
                             INTENTIONALLY BLANK]





         1.  Addition to Water Street Steam Electric Station situated in
the City of Toledo, Lucas Counts, Ohio, described as follows:

          All that certain piece or parcel of land situate in the City
      of Toledo. in the County of Lucas and State of Ohio and being
      parts of Lots Numbers 924, 925 and 926 and all of Lots Numbers
      927, 928 and 929 as shown in the Port Lawrence Division of
      the City of Toledo, bounded and described as follows, viz:

           Beginning at a point where the Southeasterly line of Water
      Street, sixty-six feet wide, meets the Southwesterly line of
      Adams Street, sixty-six feet wide, at the Northerly corner of
      Lot Number 929; extending from said beginning point the fol-
      lowing six courses and distances: (1) Southeastwardly along
      the said Southwesterly line of Adams Street being along the
      Northeasterly line of said Lot Number 929 and making an in-
      terior angle of ninety-six degrees fifty-four minutes with the
      sixth or closing course herein. two hundred feet and fifty-seven
      one-hundredths of a foot to a point in the Northwesterly United
      States Harbor Line of the Maumee River at the Easterly corner
      of said Lot Number 929; (2) Southwestwardly along the said



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                                                                            (TE)


United States Harbor Line of the Maumee River being along
the Southeasterly lines of Lots Numbers 929, 928, 927, 926, 925
and 924, and making an interior angle of eighty-eight degrees
eight minutes twenty-six seconds with the said last described
course, two hundred feet and nineteen one-hundredths of a foot
to a point at a corner of land of The Toledo Edison Company;
(3) Departing from the said Northwesterly United States Harbor
Line of the Maumee River, Northwestwardly along a North-
easterly line of land of The Toledo Edison Company and by
land of The Pennsylvania, Ohio and Detroit Railroad Company
within the lines of said Lot Number 924, and making an interior
angle of ninety-one degrees fifty-one minutes thirty-four seconds
with the said last described course, seventy-two feet and seventy-
eight one-hundredths of a foot to a point in an Easterly line of
other land of the said The Toledo Edison Company; the fol-
lowing two courses and distances being along lines of the said
last mentioned land; (4) Northwardly, crossing the line dividing
Lot Number 924 on the Southwest, from Lot Number 925 on
the Northeast, crossing Lot Number 925 and crossing the line
dividing Lot Number 925 on the Southwest, from Lot Number
926 on the Northeast, on a curve to the left having a radius of
two hundred forty-one feet and eighty one-hundredths of a
foot, the chord of said curve bearing Northwardly for a length
of sixty-seven feet and eighty-eight one-hundredths of a foot
and making an interior angle of one hundred thirteen degrees
fifty-three minutes thirty seconds with the said last described
course, an arc length of sixth-eight feet and eleven one-hum-
dredths of a foot to a point within the lines of said Lot Number
926; (5) Northwestwardly within the said lines of Lot Number
926 and making an interior angle of two hundred forty-six
degrees six minutes thirty seconds with the chord of the said
last described curve, one hundred ten feet and fifty one-hun-
dredths of a foot to a point in the said Southeasterly line of
Water Street in the Northwesterly line of said Lot Number 926;
and thence (6) Northeastwardly along the said Southeasterly
line of Water Street being along the Northwesterly lines of Lots
Numbers 926, 927, 928 and 929, and making an interior angle
of eighty-three degrees six minutes with the said last described
course, one hundred thirty-nine feet and three one-hundredths
of a foot to the place of beginning.  Containing thirty-three
thousand eight hundred fifty-four square feet, more or less.
Said above described property being subject to right of way of


                                      A-64
<PAGE>   122
       The Pennsylvania, Ohio and Detroit Railroad Company as re-
       corded in Vol. 1276 of Deeds, Page 79, Lucas County, Ohio,
       Records.

  2.  Metamora Substation in Amboy Township, Fulton County,
Ohio.  Said premises being more particularly described as:

       Being a parcel of land in the Northeast quarter (1/4) of the
       Northeast quarter (1/4) of Section eleven (11), town nine (9)
       south, range four (4) east, Amboy Township, Fulton County,
       Ohio: More fully described as follows: Commencing at the north-
       east corner of Section eleven (11), town nine (9) south, range
       four (4) east. Amboy Township, Fulton County, Ohio, said corner
       marked by a stone; thence south one (1) degree forty-five (45)
       minutes west and binding upon section line, a distance of one
       thousand one hundred seventy nine (1179) feet, to a point on
       section line, said point marked by an iron rod, and being the
       place of beginning: thence continuing south one (1) degree
       forty-five (45) minutes west and binding upon section line a
       distance of one hundred fifty-six and forty-two hundredths
       (156.42) feet to a point on section line, said point marked by an
       iron rod: thence south eighty-five (85) degrees forty-nine (49)
       minutes west a distance of one hundred (100) feet to a point,
       said point marked by an iron rod: thence north one (1) degree
       forty-five (45) minutes east and parallel with the east section
       line a distance of one hundred fifty-six and forty-two hundredths
       (156.42) feet to a point, said point marked by an iron rod: thence
       north eighty-five (85) degrees forty-nine (49) minutes east
       a distance of one hundred (100) feet to a point on section line,
       said point marked by an iron rod, and being the place of begin-
       ning and containing .357 acres of land.

  3. New Wauseon Substation Site located in the Village of
Wauseon,   Fulton County, Ohio.  Said premises being more fully described as:

       Being a parcel of land in the South West Quarter of the South
       West Quarter of Section 23 Town 7 North Range 6 East, Clinton
       Township, Fulton County, Ohio, more fully described as follows:
       Commencing at the Quarter Quarter Corner on the West side
       of Section 23 where West Elm Street intersects the Section line;
       said corner marked by a stone; Thence South One Degree Fifteen



                                      A-65
<PAGE>   123
       Minutes East (S-1 degree-15'-E) and binding upon the Section Line
       a distance of Two Hundred Fifty Three and Two Hundredths
       (253.02) feet to a point; said point marked by an iron rod on
       Section Line, and being the place of beginning: Thence North
       Eighty Eight Degrees Ten Minutes East (N-88 degrees-10'-E) a dis-
       tance of Two Hundred and No Tenths (200.0) feet to a point,
       said point marked by an iron rod: Thence North One Degree
       Fifteen Minutes West (N-1 degree-15'-W) a distance of Eighty-Two
       and Two Hundredths (82.02) feet to a point, said point marked
       by an iron rod: Thence North Eighty Eight Degrees Ten
       Minutes East (N-88 degrees-10'-E) and parallel with Elm Street, a
       distance of Four Hundred Sixty Four and No Tenths (464.0) feet
       to a point, said point marked by an iron rod; Thence South One
       Degree Fifteen Minutes East (S-1 degree-15'-E) a distance of Three
       Hundred Fifty Five and Sixty Five Hundredths (355.65) feet to
       a point, said point marked by an iron rod; Thence South Seventy-
       Seven Degrees Twenty Five Minutes West (S-77 degrees-25'-W) a dis-
       tance of Six Hundred Seventy Seven and Two Tenths (677.2)
       feet to a point on Section Line, said point marked by an iron rod;
       Thence North One Degree Fifteen Minutes West (N-1 degree-15'-W)
       and binding upon Section Line a distance of Four Hundred and
       No Tenths (400.0) feet to a point, said point marked by an iron
       rod on Section Line and being the place of beginning, and con-
       taining Five and Ninety-Five Hundredths (5.95) acres of land.

    4.  Fayette Substation Site situated in Gorham Township, Fulton
County, Ohio.  Said premises being more particularly described as:

       That part of the west one-half (1/2) of the southwest quarter
       (1/4) of section twenty-one (21), town nine (9) south, range
       one (1) east, in Gorham Township, Fulton County, Ohio, de-
       scribed as follows:

       Beginning at the northwest corner of said property; thence
       running east one hundred thirty (130) feet along the north prop-
       erty line; thence south one hundred thirty (130) feet parallel
       with the west property line; thence west, parallel with the north
       property line, to the west property line: thence north along the
       west property line to the place of beginning.

    5.  Delta Substation Site situated in the Village of Delta, Fulton
County, Ohio.  Said premises being more particularly described as:

       Lots Numbered Forty one (41) and Forty two (42) in Sargent's
       Addition to the Village of Delta as the same is laid out, platted
       and recorded in the records of Fulton County, Ohio.


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                                                                            (TE)

    Also,

      That part of a strip of land thirty-three (33) feet wide and
      immediately adjoining the north line of the public highway
      known as "Main Street" in Delta, Ohio, and extending east and
      west entirely across the west half (1/2) of the southwest quarter
      (1/4) of Section Seven (7), Town seven (7) North of Range eight
      (8) East, Fulton County, Ohio, which abuts the aforesaid lots 41
      and 42 in Sargent's Addition to the Village of Delta, Fulton
      County, Ohio, and being a part of property conveyed to The
      Toledo & Indiana Railway Company by Agnes Mack, unmarried,
      by warranty deed recorded in Fulton County Record of Deeds,
      Volume 78, Page 246, October 27, 1902.

    6.  Ney Substation situated in the Village of Ney, Washington
Township, Defiance County, Ohio.  Said premises being more par-
ticularly described as:

            Commencing at a point in the center of the junction road
      between sections twenty-one (21) and twenty-two (22), Town
      five (5) north, range three (3) east, fifty-six (56) rods and ten
      (10) feet south of a stake in the center of Belfountain road where
      it crosses said junction road; thence running north one-hundred
      (100) feet upon and along the centerline of said junction road;
      thence west one hundred thirty (130) feet at right angles to said
      junction road; thence south one-hundred (100) feet parallel to
      said junction road; thence east one-hundred thirty (130) feet
      to the point of beginning. All being in the Village of Ney, and
      in section twenty-one (21), town five (5) north, range three (3)
      east, in Washington Township, Defiance County, Ohio.

    7.  Weston Substation, situated in the Village of Weston, Wood
County, Ohio.  Said premises being more particularly described as:

            The west fourteen and eighty nine one hundredths (14.89)
      feet of the north one hundred fifty (150) feet of outlot number
      one (1), and the east one hundred thirty five and eleven hun-
      dredths (135.11) feet of the north one hundred fifty (150) feet
      of outlot number two (2), Phenix Addition to the Village of
      Weston, Wood County, Ohio, being a rectangle one hundred fifty
      (150) feet square.




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    8.  Gage Switching Station situated in Providence Township,
Lucas County, Ohio.  Said premises being more particularly described as:

           All of that part of the Northwest quarter (1/4) of Section
      eight (8) Town six (6) North, Range nine (9) East, in Provi-
      dence Township, Lucas County, Ohio, bounded and described as
      follows:

            Commencing at the center of the said Section eight (8);
      thence northerly, along the north and south centerline of the
      said Section eight (8), a distance of one thousand three hundred
      and ninety-one and fifty-three hundredths (1391.53) feet, more
      or less, to the point of intersection of the said north and south
      centerline of Section eight (8) and the Southeasterly right of
      way line of the Wabash Railroad Company, which point is the
      Point of Beginning; thence southwesterly, along the said south-
      easterly right of way line of the Wabash Railroad Company, a
      distance of Three hundred and six and eighty-five hundredths
      (306.85) feet to a point in the centerline of Iron Ore Ditch No.
      354; thence southeasterly, along the said centerline of Iron Ore
      Ditch No. 354, which line forms an interior angle of sixty (60)
      degrees, thirty-five (35) minutes, and forty-five (45) seconds,
      with the last described line, a distance of one hundred fifty-two
      and fifty-three hundredths (152.53) feet; thence southeasterly,
      continuing along the said centerline of Iron Ore Ditch No. 354,
      which line deflects to the left, or north, forming a deflection
      angle of eight (8) degrees, forty-eight (48) minutes, and thirty
      (30) seconds, with the last described line produced, a distance
      of forty and thirty-two hundredths (40.32) feet; thence south-
      easterly, continuing along the said centerline of Iron Ore Ditch
      No. 354, which line deflects to the left, or north, forming a
      deflection angle of sixteen (16) degrees and eight (8) minutes,
      with the last described line produced, a distance of one hun-
      dred twenty-four and seventy-eight hundredths (124.78) feet,
      more or less, to the point of intersection of the said centerline
      of Iron Ore Ditch No. 354 and the said north and south center-
      line of Section eight (8); thence northerly, along the said north
      and south centerline of Section eight (8), a distance of two
      hundred fifty-nine and thirty hundredths (259.30) feet, more or
      less, to the place of beginning; subject to legal highway.



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      9. Jeffers Substation Site situated in Providence Township,
Lucas County, Ohio.  Said premises being more particularly described
as follows:

       Thy north two hundred fifty (250) feet of the east two hundred
       fifty (250) feet of the southeast quarter (1/4) of the southwest
       quarter (1/4) of Section number seventeen (17), town six (6)
       north, range nine (9) east, in Providence Township, Lucas
       County, Ohio.  Subject to legal highways.

    10.  Addition to Woodville Substation located in the Village of
Woodville, Sandusky County, Ohio, described as follows:

       Being a parcel of land containing approximately two and seven-
       teen hundredths (2.17) acres located in Outlot four (4) in the
       northeast quarter (1/4) of Section twenty-eight (28), Township
       six (6) north, Range thirteen (13) east, Sandusky County,
       Ohio:--commencing at the intersection of the west line of land
       formerly owned by the old Lake Shore Electric Railway, along
       the easterly side of said Outlot four (4), and the northeasterly
       right of way line of the Pennsylvania Railroad property;
       thence running northerly five hundred forty-one (541) feet eight
       (8) inches along the said Lake Shore Electric Railway property
       to an iron pin on the west line of said property; thence westerly
       making an angle of ninety (90) degrees with the last line a dis-
       tance of two hundred sixty-two (262) feet, to an iron pin at
       the intersection of the northeasterly line of the Pennsylvania
       Railroad property and the center-line of Portage Street
       (extended); thence southwesterly making an included angle of
       one hundred nineteen (119) degrees four (4) minutes, along the
       easterly line of the Pennsylvania Railroad right of way, being
       the northerly extension of the centerline of Portage Street, a
       distance of one hundred eleven (111) feet to an iron pin; thence
       southeasterly, making an included angle of one hundred fifteen
       (115) degrees twenty-nine (29) minutes along the northeasterly
       right of way line of the Pennsylvania Railroad, a distance of
       five hundred forty-six (546) feet two (2) inches to an iron pin,
       the place of beginning.  Excepting from the above described
       property, a parcel of land measuring fifty (50) feet east and
       west by one hundred (100) feet north and south as deeded to
       The Lake Erie Power and Light Company by deed dated Octo-



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ber 4, 1926, and recorded in Volume 127, page 216, of Sandusky
County Deed Records.  Also excepting therefrom the northwest
thirty (30) feet of the above described land, lying southeast of
and adjacent to the centerline of Portage Street (extended),
subject to oil and gas lease from Henry Bruns to C. J. Wester-
man, recorded in Sandusky County Lease Records, Vol. 7, page
61.


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        1. Addition to East Defiance Substation situated near Summit
Street in the City of Defiance, Defiance County, Ohio. Said premises
being more particularly described as:

            Situated in the City of Defiance, County of Defiance, State
       of Ohio, to-wit: Commencing at a point on the Easterly line of
       Summit Street (formerly Middle Street) in said City, 170 feet
       Southerly from the Southerly line of the right-of-way of the
       Baltimore and Ohio Railroad Company thence Southerly along
       the Easterly line of said Street a distance of about 140 1/2 feet
       to the Southerly corner of the premises heretofore owned
       and possessed by Agnes Trompe, thence Easterly and parallel
       with the Northerly line of Lot No. 14 of the Auditor's Plat of




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      Lots East of the Auglaize River in said City a distance of 150
      feet to the property line of The Toledo Edison Company, thence
      Northerly along said property line and parallel to the Easterly
      line of Summit Street about 140 1/2 feet to a point 170 feet South-
      erly from the Southerly line of the right-of-way of the Balti-
      more and Ohio Railroad Company, thence Westerly and paral-
      lel with said line 150 feet to the Easterly boundary line of Sum-
      mit Street (formerly Middle Street) being a part of Lot 13 of
      the Auditor's Plat of Lots East of the Auglaize River and
      formerly a part of the Original Lot 41 of said Plat and being
      all of the premises formerly owned and possessed by the said
      Agnes Trompe in said Plat.

     2. Berlin Annex substation site situated in Berlin Township, Erie
County, Ohio. Said premises being more particularly described as:

         Situated in O. L. 10 in the Annexation North of Section 4,
      Town 6 North, Range 21 West, Berlin Township, Erie County,
      Ohio, and described as follows, to-wit:

         Being a parcel of land, commencing at the intersection of
      the North and South centerline of said Lot 10 with the center-
      line of State Highway #2; thence South along the said center-
      line of Lot 10 to a point 150 feet South of the South line of said
      highway; thence Easterly at right angles to said centerline of
      Lot 10 a distance of 148 feet; thence Northerly parallel with the
      centerline of Lot 10, 127 feet to the South line of said highway;
      thence continuing along said line to the centerline of said high-
      way; thence Northwesterly along said centerline of Highway to
      the place of beginning, subject to all legal highways.



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1. Woodruff Substation, situated in the City of Toledo, Lucas County,
   Ohio. Said premises being more particularly described as:

          That part of the west one-half (1/2) of Section thirty-four
      (34), Town nine (9) south, Range seven (7) east in the City of
      Toledo, Lucas County, Ohio, described as follows:

          Beginning at the intersection of the south line of Woodruff
      Avenue and the east line of Raffensperger and Thayer's Addi-
      tion to Auburndale, thence south along the east line of said
      Raffensperger and Thayer's Addition seventy (70) feet to a
      point, thence east parallel with the south line of Woodruff
      Avenue one hundred (100) feet to a point, thence north parallel
      with the east line of Raffensperger and Thayer's Addition to
      Auburndale,  seventy (70) feet to the south line of Woodruff
      Avenue, thence west along the south line of Woodruff Avenue
      one hundred (100) feet to the place of beginning.

2. Lemoyne Substation Site, situated in Troy Township, Wood County,
   Ohio. Said premises being more particularly described as:

          All of those parts of Road Tracts 63 and 66, in Troy Town-
      ship, Wood County, Ohio, as numbered on the plat of the Maumee
      and Western Reserve Roadlands and being more particularly
      bounded and described as follows:

          Commencing at the intersection of the center line of the
      Perrysburg-Fremont Road (also known as U. S. Highway No.
      20) and the westerly line of Road Tract 62, extended northerly,
      which line is also the center line of the Latchie-Pemberville
      Road; thence southeasterly, along the said center line of the
      Perrysburg-Fremont Road, a distance of 3300.28 feet; thence
      southwesterly, along a line that forms an angle of 92 degrees,


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      and 22 minutes, measured from northwest to southwest, with
      the said center line of the Perrysburg-Fremont Road, a distance
      of 520.30 feet; thence southerly, along a line that forms an angle
      of 165 degrees, and 15 minutes, measured from northeast to
      south with the last described line, a distance of 1928.85 feet to
      the Point of Beginning; thence southeasterly, along a line that
      forms an angle of 107 degrees, and 7 minutes, measured from
      north to southeast with the last described line, a distance of
      450. feet; thence southerly, along a line that forms an angle of
      107 degrees, and 7 minutes, measured from northwest to south
      with the last described line, a distance of 500. feet; thence north-
      westerly, along a line that forms an angle of 72 degrees, and
      53 minutes, measured from north to northwest with the last de-
      scribed line, a distance of 450. feet; thence northerly, along a
      line that forms an angle of 107 degrees, and 7 minutes, measured
      from southeast to north with the last described line, a distance
      of 500. feet to the place of beginning; containing 4.937 acres of
      land.

3.  Edgerton Substation, situated in St. Joseph Township, Williams
    County, Ohio.  Said premises being more particularly described
    as:

         Situated in the Township of St. Joseph, County of Williams
      and State of Ohio; a parcel of land in the northeast quarter of
      section number twenty-seven (27), in township six (6) north
      of range one (1) east, in St. Joseph Township, said County and
      State, being more particularly bounded and described as fol-
      lows:  Commencing at a point on the east line of said Section
      twenty-seven (27), two hundred and seven and nine-tenths
      (207.9) feet north of the southeast corner of said north east
      quarter (1/4) of said section twenty-seven (27) thence West one
      hundred and twenty-five (125) feet; thence north one hundred
      (100) feet; thence east one hundred and twenty-five (125) feet
      to the east section line; thence south on the east section line
      one hundred (100) feet to the place of beginning.

4.  Napoleon Substation, situated in Napoleon Township, Henry
    County, Ohio.  Said premises being more particularly described
    as:

         A parcel of land in the Northwest corner of the Northwest
      quarter of Section 12, Town 5 North, Range 6 East, Napoleon



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      Township, Henry County, Ohio, and more particularly described
      as follows:

         Beginning at an iron bolt over the stone at the Northwest
      corner of said Section 12, thence North 89 degrees and 43
      minutes East 208.71 feet along the North section line of said
      Section 12, thence due South 25 feet and parallel with the West
      line of said Section to an iron pipe, thence continuing due South
      183.71 feet and parallel with the West line of said Section 12 to
      an iron pipe, thence South 89 degrees and 43 minutes West
      178.71 feet and parallel with the North line of said Section 12
      to an iron pipe, thence continuing South 89 degrees and 43
      minutes West 30 feet and parallel with the North line of said
      Section 12 to the West line of said Section 12, thence due North
      208.71 feet along the West line of said Section 12 to the place
      of beginning, containing 1.000 acres of land but subject to all
      legal highways.

5.  Richland Substation, situated in Richland Township, Defiance
    County, Ohio.  Said premises being more particularly described
    as:

        Situated in the County of Defiance, State of Ohio, and being
      a parcel of land in the West half (1/2) of Section 18, Town 4
      North, Range 5 East and described as follows, to-wit: Com-
      mencing at the intersection of the West line of said Section 18
      and the Northwest line of the Wabash Railroad right of way;
      thence Northeasterly along the Northwest line of said right of
      way to its intersection with the North and South centerline
      of said Section 18; thence Northerly along said centerline of
      Section 18, 280 feet to a point; thence Westerly at right angles
      to said centerline a distance of 520 feet to a point; then South-
      erly along a line 520 feet West of and parallel to said center-
      line of Section 18, to a point being 30 feet Northwest of and
      measured at right angles to the Northwesterly line of said
      Wabash Right of Way; thence Southwesterly along a line being
      parallel with and 30 feet from (as measured at right angles)
      said Northwesterly right of way line to a point 85 feet Easterly
      of and measured at right angles to the West line of said Section
      18; thence Westerly at right angles to the West line of Section
      18 a distance of 85 feet to said West line of Section 18; thence
      Southerly along the West line of Section 18 to the place of
      beginning.



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6. Addition to new Wauseon Substation situated in Clinton Township,
   Fulton County, Ohio.  Said premises being more particularly de-
   scribed as:

         Being a parcel of land in the South West Quarter (1/4) of
      the South West Quarter (1/4) of Section twenty-three (23) Town
      seven (7) North, Range six (6) East, Clinton Township, Fulton
      County, Ohio, more particularly described as follows: Com-
      mencing at the Quarter Quarter Corner on the West side of the
      above described section, said corner marked by an iron pin in
      the center of pavement; Thence South One Degree Fifteen Min-
      utes East (S-1 degree 15'E) and binding upon the Section line a dis-
      tance of One Hundred Seventy One and no Tenths (171.0) feet
      to a point, said point being the place of beginning; Thence North
      Eighty Eight Degrees Ten Minutes East (N 88 degrees 10' E) and
      parallel with the Quarter Quarter line a distance of Two Hun-
      dred and no Tenths (200.0) feet, to a point, said point marked
      by an iron rod; Thence South One Degree Fifteen Minutes East
      (S-1 degree 15'E) and parallel with the section line a distance of Eighty
      Two and Two Hundredths (82.02) feet to a point, said point
      marked by an iron rod; Thence South Eighty Eight Degrees Ten
      Minutes West (S-88 degrees 10'W) and parallel with the Quarter
      Quarter line a distance of Two Hundred and no Tenths (200.0)
      feet to a point, said point marked by an iron rod; Thence North
      One Degree Fifteen Minutes West (N1 degree 15'W) and binding
      upon the Section Line a distance of Eighty Two and Two Hun-
      dredths (82.02) feet to a point, said point being the place of
      beginning.


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     1. Site of the proposed new Electric Generating Station along the
Maumee Bay of Lake Erie in Oregon Township, Lucas County, Ohio,
consisting of the following described parcels:

          (a) All of Lot Number One (1) and that part of Lot Num-
      ber Two (2) of the Subdivision of Original Lots One (1), Two
      (2), Four (4) and the West part of Original Lot Three (3) in
      Sections Twenty-three (23) and Twenty-four (24), in Town Nine
      (9) South, Range Eight (8) East, in Oregon Township, Lucas
      County, Ohio, which is bounded and described as follows: Com-
      mencing on the West line of said Lot Two (2) at its intersection
      with the center line of Bay Shore Road (as originally located);
      thence Southeasterly along the center line of said Bay Shore
      Road a distance of Two Hundred Nine (209) feet; thence North
      on a line parallel with the West line of said Lot Two (2) a dis-
      tance of One Thousand One Hundred Fifty (1150) feet to
      Maumee Bay; thence Northwesterly along Maumee Bay a dis-
      tance of Two Hundred Twenty-seven (227) feet to the West
      line of said Lot Two (2); thence South along the West line of
      said Lot Two (2) a distance of One Thousand One Hundred
      Eighty-eight (1188) feet to the place of beginning.  Also, that
      part of the aforesaid Lot Two (2) of said Subdivision which
      lies Southerly of the center line of Bay Shore Road (as orig-
      inally located), excepting therefrom the East One Hundred
      Sixty-nine (169) feet thereof as measured along the South line
      of said Lot Two (2).

            (b) Lots Numbers One (1) (including all of what was
      formerly Island View Addition, now vacated), Two (2), Two A


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(2 A), that part of Lot Number Three (3) lying Northerly of
the North line of Brookhaven Addition and East Harbor First
Extension, Additions in Oregon Township, Lucas County,
Ohio, and that part of Lot Number Four (4) lying Northerly
of the North line of East Harbor, an Addition in Oregon Town-
ship, Lucas County, Ohio, all of the lots herein described being
in Owners' Subdivision in Oregon Township, Lucas County,
Ohio.

     (c) Lots Numbers Sixty-five (65) to Eighty-three (83),
both inclusive, in Brookhaven, an Addition in Oregon Town-
ship, Lucas County, Ohio.

     (d) Lot Number One Hundred Eighty-six (186) in East
Harbor, an Addition in Oregon Township, Lucas County, Ohio.

     (e) The East One-half (1/2) of the Petau Tract in Oregon
Township, Lucas County, Ohio, a portion thereof being sub-
ject to an oil and gas lease recorded in Volume I of Leases, page
237, Lucas County, Ohio, Records.

     (f) The East One-half (1/2) of the Southeast Quarter (1/4)
of Section Twenty-three (23), Town Nine (9) South, Range
Eight (8) East, in Oregon Township, Lucas County, Ohio.

     (g) Lots Numbers Three (3), Four (4) and Five (5) in the
Southwest Fractional Quarter (1/4) and in the West part of the
Southeast Fractional Quarter (1/4) of Section Twenty-three
(23), Town Nine (9) South, Range Eight (8) East, in Oregon
Township, Lucas County, Ohio, excepting therefrom the South
Thirty (30) acres of that part thereof lying East of the West
Sixty (60) acres, and also excepting therefrom the following
described parcel, to-wit: Commencing at the Northwest corner
of said Lot Number Four (4); thence South along the West line
of said Lot Number Four (4), a distance of Six Hundred Thirty
(630) feet; thence East on a line parallel with the North line of
said Lot Number Four (4), a distance of Two Hundred Seven
and Four Tenths (207.4) feet; thence North along a line par-
allel with the West line of said Lot Number Four (4), a distance
of Six Hundred Thirty (630) feet to the North line of said Lot
Number Four (4); thence West along the North line of said Lot
Number Four (4) to the place of beginning.

     (h) The East One-half (1/2) of the Northeast Quarter (1/4)
of Section Twenty-six (26), Town Nine (9) South, Range Eight
(8) East, in Oregon Township, Lucas County, Ohio.


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                                                                            (TE)


          (i) The Northeast Quarter (1/4) of the Southeast Quarter
      (1/4) of Section Twenty-six (26), Town Nine (9) South, Range
      Eight (8) East, in Oregon Township, Lucas County, Ohio.

          (j) The North Five (5) acres of the Southeast Quarter
      (1/4) of the Southeast Quarter (1/4) of Section Twenty-six (26),
      Town Nine (9) South, Range Eight (8) East, in Oregon Town-
      ship, Lucas County, Ohio.

          (k) The East One-third (1/3) of the West one-half (1/2) of
      the Southeast Quarter (1/4) of Section Twenty-six (26), Town
      Nine (9) South, Range Eight (8) East, in Oregon Township,
      Lucas County, Ohio, excepting therefrom the following de-
      scribed property:
          Beginning at the Southeast corner of said West One-half
      (W  1/2) of the Southeast One-quarter (SE 1/4) of Section
      Twenty-six (26), which is also the Southeast corner of the above
      land; Course No. 1: Thence Westerly along the Southerly line
      of said West One-half (W 1/2) of the Southeast One-quarter
      (SE 1/4) of Section Twenty-six (26), a distance of Four Hundred
      Forty-one and Thirty-nine One Hundredths (441.39) feet, more
      or less, to the Southwest corner of the above land; Course No. 2:
      Thence Northerly along the Westerly line of the above land, a
      distance of Six Hundred Twenty-five (625) feet to a point;
      Course No. 3: Thence Easterly, parallel to and Six Hundred
      Twenty-five (625) feet Northerly from Course No. 1 herein de-
      scribed a distance of Four Hundred Forty-one and Thirty-nine
      One Hundredths (441.39) feet, more or less, to a point in the
      Easterly line of the above land, being a point in the Easterly
      line of said West One-half (W 1/2) of the Southeast One-quarter
      (SE 1/4) of Section Twenty-six (26); Course No. 4: Thence
      Southerly along said Easterly line of said West One-half (W 1/2)
      of the Southeast One-quarter (SE 1/4) of Section Twenty-six
      (26), a distance of Six Hundred Twenty-five (625) feet to the
      point of beginning; the above described excepted parcel con-
      tains Six and Thirty-three One Hundredths (6.33) acres of land,
      be the same more or less; subject to rights of any subsequently
      born children of Joseph C. Zeisler.

    Together with the structures located on said premises and all of
the Company's rights-of-way easements, rights, franchises and privi-
leges used in connection therewith.



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      2.  Lands owned by the Company and used as right of way for the
Toledo Outer Belt Steel Tower Transmission Line in Lucas County,
Ohio, extending from the Company's Ironville Substation to its Cen-
tennial Switching Station, more particularly described as follows:

          (a) Lots Numbers Six (6) through Thirteen (13) and
      Twenty (20) through Twenty-five (25) and the Southwest One-
      half (1/2) of Lot Number Twenty-six (26), all in Block Number
      Forty-five (45) on the Plat of North Toledo, in the City of
      Toledo, Lucas County, Ohio.

          (b) The South Sixteen (16) feet of Lots Numbers One (1),
      Two (2) and Three (3), all of Lot Number Six (6), the North-
      east One-half (1/2) of Lots Numbers Seven (7) and Eight (8),
      and the Southwest One (1) foot, plus the Northeast Thirty-three
      (33) feet of the Southwest Thirty-four (34) feet of Lot Number
      Nine (9), the Northeast Sixty-two (62) feet of Lots Numbers
      Ten (10) and Eleven (11), the Northeast Sixty-two (62) feet
      of the Southeast One-half (1/2) of Lot Number Twelve (12) and
      the Northeast One Hundred Twenty-five (125) feet of the South-
      west One Hundred Seventy-eight (178) feet of the Northwest
      One Hundred Three (103) feet of Lots Numbers Seven (7),
      Twelve (12), Thirteen (13) and Fourteen (14), all in Block
      Number Sixty-five on the Plat of North Toledo, in the City
      of Toledo, Lucas County, Ohio, together with the vacated alley
      lying adjacent to Lots Numbered One (1), Two (2), Three (3),
      Six (6), and Eight (8); also

          All that part of the abandoned Miami & Erie Canal lying
      in Section Twenty-one (21), Town Nine (9) South, Range Eight
      (8) East, in the City of Toledo, Lucas County, Ohio, excepting
      therefrom that part lying Easterly of a Northwesterly line ex-
      tended, which line is Sixteen (16) feet Northeast of and parallel
      to the Southwesterly line of Lots One (1), Two (2) and Three
      (8), Block Sixty-five (65), on a Plat of North Toledo, in the
      City of Toledo, Lucas County, Ohio.

          (c) Lots Numbers One Hundred Six (106), One Hundred
      Seven (107), One Hundred Ninety (190) through Two Hundred
      Four (204), Two Hundred Sixty-seven (267), Two Hundred
      Sixty-eight (268), Two Hundred Seventy (270) through Two
      Hundred Seventy-six (276), Two Hundred Seventy-eight
      (278), Two Hundred Seventy-nine (279) and Lot "B", all in



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Ratterree's Boulevard Terrace, an Addition in the City of
Toledo, Lucas County, Ohio.

     (d) All that parcel of land situate in the City of Toledo,
in the County of Lucas and State of Ohio, being comprised of
parts of Blocks Numbers 3, 4, 5 and 24 and an area lying between
parts of the southeasterly lines of Lots Numbers 4 and 5 and
the New Harbor Line of the Maumee River, a portion of vacated
Water Street, 66 feet wide, and a southeasterly portion of the
first vacated Alley, 20 feet wide, southeast of and parallel with
Summit Street, bounded and described as follows, viz:
     Beginning at a point in the southeasterly line of Summit
Street, 99 feet wide, at the distance of 124 feet bearing south-
westwardly along said southeasterly line of Summit Street, from
the point of meeting with the southwesterly line of LaSalle
Street, 60 feet wide;
     Extending from said beginning point the following six
courses and distances: (1) Southeastwardly along remaining
land of The Pennsylvania, Ohio and Detroit Railroad Company,
on a line parallel with and distant 124 feet southwestwardly at
right angles from said southwesterly line of LaSalle Street,
1,089 feet to the New Harbor Line of the Maumee River; (2)
Southwestwardly up and along said New Harbor Line of the
Maumee River 200 feet to the point of meeting with the north-
easterly line of land now or formerly of the Sinclair Pipe Line
Co.; (3) Northwestwardly along said northeasterly line of the
last mentioned land, on a line parallel with and distant 200 feet
Southwestwardly at right angles from said first course herein
described, 842 feet to the northerly corner of said last mentioned
land and in the southeasterly line of land of The Toledo
Edison Company; the following two courses and distances being
along part of said southeasterly line and along the northeasterly
line, both of said land of The Toledo Edison Company; (4) North-
eastwardly 121 feet to the Easterly corner of said last men-
tioned land; (5) Northwestwardly on a line parallel with and
distant 79 feet southwestwardly at right angles from said first
course herein described, 233 feet to said southeasterly line of
Summit Street; and (6) Northeastwardly along said south-
easterly line of Summit Street, 79 feet to the place of beginning.
     Containing 4.3 acres, more or less.

     (e) Lots numbers seventeen (17) and twenty-two (22) ex-
cepting from said lots the southwesterly one hundred and six


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                                                                            (TE)


tenths (100.6) feet thereof; lots numbers twenty-eight (28),
thirty (30), thirty-two (32), thirty-four (34), forty-four (44)
and the southeasterly sixteen (16) feet of lot number forty-
two (42) excepting from said lots the southwesterly eighty-five
and three tenths (85.3) feet thereof; lots numbers forty-six (46),
forty-eight (48), fifty (50), fifty-two (52), fifty-four (54), fifty-
six (56), fifty-eight (58), sixty (60), sixty-two (62), sixty-four
(64), sixty-six (66), sixty-eight (68), and seventy (70) except-
ing from said lots the southwesterly eighty-five and three tenths
(85.3) feet thereof; lots numbers seventy-two (72) and seventy-
four (74) excepting from said lots the southwesterly eighty-five
and three tenths (85.3) feet thereof and also excepting from said
lots that part thereof bounded and described as follows:
Beginning at the northeasterly corner of said lot number seventy-
four (74); thence southwesterly along the southeasterly line of
said lot number seventy-four (74) to a point which is one hun-
dred seventy and two tenths (170.2) feet (measured along the
southeasterly line of said lot number seventy-four (74) north-
easterly of the southeasterly corner of said lot number seventy-
four (74); thence deflecting to the right at an angle of one
hundred nineteen degrees (119 degrees), five minutes (5') a distance
of sixty-four (64) feet, more or less, to the northeasterly line
of said lot number seventy-two (72); thence southeasterly along
the northeasterly lines of said lots numbers seventy-two (72)
and seventy-four (74) to the place of beginning; lots numbers
seventy-six (76), seventy-eight (78), eighty (80) and eighty-two
(82) excepting from said lots the southwesterly eight and one-
half (8 1/2) feet thereof deeded to the City of Toledo for widen-
ing Bay Street, and also excepting from said lots the north-
easterly seventy-six and eight tenths (76.8) feet of the south-
westerly eighty-five and three tenths (85.3) feet thereof, and
further excepting from said lots that part thereof bounded and
described as follows: Beginning at a point in the northwesterly
line of said lot number seventy-six (76) which is one hundred
forty-six and five tenths (146.5) feet northeasterly of the north-
easterly line of Bay Street (as now located); thence south-
westerly along said northwesterly line of said lot number
seventy-six (76) a distance of eighteen and four tenths (18.4)
feet; thence southerly in a straight line to a point in a line
drawn parallel to and seventy-six and eight tenths (76.8) feet
northeasterly of the present northeasterly line of Bay Street,



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which point is ninety-two and fifty-five hundredths (92.55) feet
southeasterly, measured along said parallel line, from the north-
westerly line of said lot number seventy-six (76); thence south-
easterly along said parallel line a distance of seventy-seven and
one tenth (77.1) feet to a point; thence northerly in a straight
line to the place of beginning; all of the above described prop-
erty being in Ironville, a Subdivision in the City of Toledo,
Lucas County, Ohio.

     (f) Lot Number Twenty-four (24) in Ironville, an Addition
to the City of Toledo, Lucas County, Ohio, excepting therefrom
the southwesterly 100.6 feet thereof, be the same more or less.

     (g) The northeasterly one-half (1/2) of Lot Number Twenty-
six (26) in the Plat of Ironville of part of Lots 12, 13, 14 and 15
in Wausayon and Renau Tracts, Manhattan, as shown by the
recorded Plat in Volume 4 of Maps, Page 8, of Lucas County
Records, now in the City of Toledo, Lucas County, Ohio; subject
to the right-of-way of the Toledo Railways & Light Company as
to fifteen (15) feet across the rear of said lot, as more particu-
larly set forth in the deed dated March 2, 1925, and recorded in
Volume 655 of Deeds, Page 89 of Lucas County Records.

     (h) Lot Number Two Hundred Twenty-two (222) in an
Extension of Ironville, an Addition to the City of Toledo, Lucas
County, Ohio, excepting therefrom the southwesterly fifteen (15)
feet thereof.

     (i) That part of Lot Number Twelve (12) in the Subdivision
of the Wassaon, Renau and Cheno Tracts that lies Northeasterly
of the Northeasterly line of the Toledo Terminal Railroad Com-
pany Right of Way, Northwesterly of the Northwesterly line
of Tiffin Street, Southwesterly of the Southwesterly line of
Weaver Street, and Southeasterly of the Southeasterly line of
lot number eighty-two (82) in Ironville Addition to the City
of Toledo, Lucas County, Ohio, be the same more or less.

     (j) A certain parcel of land comprising parts of Lot fifteen
(15) and lot sixteen (16) in Ironville, and parts of lot eleven
(11) and lot twelve (12) in the Subdivision of the Wausayon,
Renau, Cheno and Navarre Tracts, all in the City of Toledo,
Lucas County, Ohio, which parcel of land is more particularly
bounded and described as follows:



                           A-83
<PAGE>   141
                                                                    (TE)

     Beginning at the southeasterly corner of the said Lot six-
teen (16) in Ironville; thence northerly, along the easterly line
of the said Lot sixteen (16), a distance of thirty-four and twenty
hundredths (34.20) feet, more or less, to the point of intersection
of the said easterly line of Lot sixteen (16) and the southwest-
erly line of the said Lot eleven (11) in the Subdivision of the
Wausayon, Renau, Cheno, and Navarre Tracts; thence north-
easterly, along a line drawn normal to the said southwesterly
line of lot eleven (11), a distance of fifteen (15) feet; thence
northwesterly, along a line drawn parallel to the said south-
westerly line of Lot eleven (11), and the same extended, to a
point in the U. S. Harbor Line of the Maumee River; thence
southwesterly, along the said U. S. Harbor Line of the Maumee
River, to a point that is distant northeasterly one hundred four
(104) feet from the center line of the original main track of
The Toledo Terminal Railroad Company, measured normal
thereto; thence southeasterly, along a line drawn parallel to
the said center line of the original main tract of The Toledo
Terminal Railroad Company, to a point in the westerly line
of the said lot sixteen (16) in Ironville; thence southerly, along
the said westerly line of lot sixteen (16), a distance of fifty-three
and forty-nine hundredths (53.49) feet, more or less, to the
southwesterly corner of the said lot sixteen (16); thence east-
erly, along the southerly line of the said lot sixteen (16) a
distance of one hundred fifty (150) feet, more or less, to the
place of beginning.  Subject, however, to all of the term and
conditions set forth in Quit Claim Deeds dated October 1, 1937,
and exchanged by The Toledo Terminal Railroad Company and
Ethel Chesbrough Lewis and Virginia Chesbrough Kirchmaier,
recorded in Volume 948 of Deeds, pages 286 and 288.

     (k) That part of the East one-half (1/2) of Fractional Sec-
tion twenty (20), Town nine (9) South, Range eight (8) East
in the City of Toledo, Lucas County, Ohio, bounded and de-
scribed as follows:
     Commencing at a point on the west line of the East one-half
(1/2) of said Section twenty (20) which is four hundred sixty-one
and nine tenths (461.9) feet South of the North line of said
Section twenty (20), thence east parallel with the north line of
said Section twenty (20), a distance of five hundred nine and
fifty-two hundredths (509.52) feet to the center line of Suder

                           A-84
<PAGE>   142
                                                                (TE)

Avenue (formerly Michigan Avenue or Ten Mile Creek Road);
thence Southerly along the center line of said Suder Avenue, a
distance of one hundred eighty-six and fifty-six hundredths
(186.56) feet; thence west parallel with the North line of said
Section twenty (20), a distance of five hundred thirty-four and
thirty-nine hundredths (534.39) feet to the West line of the
East one-half (1/2) of said Section twenty (20); thence North
on the said West line of the East one-half (1/2) of said Section
twenty (20) a distance of one hundred eighty-four and nine
tenths (184.9) feet to the place of beginning.

     (l) That part of the north one-half (1/2) of the northeast
quarter (1/4) of Fractional Section twenty (20), Town nine (9)
South, Range eight (8) East, in the City of Toledo, Lucas
County, Ohio, described as follows:
     The south one hundred sixty-four (164) feet of that part
beginning at a point on the center line of Suder Avenue (for-
merly Ten Mile Creek Road) which is six hundred eighty-six
and two tenths (686.2) feet northwesterly of the north line of
Original lot number one (1); thence northwesterly along the
center line of Suder Avenue to a point that is four hundred
sixty-seven (467) feet southeasterly from the intersection of the
center line of Suder Avenue and the north line of said Section;
thence easterly along a line parallel to the north line of said
Section a distance of five hundred fifty (550) feet to a point
that is four hundred sixty-three and one hundredth (463.01)
feet southerly of the north line of Section twenty (20); thence
southerly to a point on a line that is four hundred ninety-five
and one tenth (495.1) feet easterly of the center line of Suder
Avenue and measured from a point six hundred eighty-six and
two tenths (686.2) feet northwesterly of the north line of
Original lot number one (1) at an angle of ninety-seven (97)
degrees twenty-two (22) minutes with the said center line of
Suder Avenue, thence westerly along the last described line to
the place of beginning.

     (m) Those parts of lots numbers ten (10) and eleven (11)
in the Survey of Wasaon, Renau and Cheno Tract, as per plat
recorded in Volume 2-A of Plats, Page 20, in the City of Toledo,
Lucas County, Ohio, together with any portion of lot number 16
in the Plat of Ironville in the City of Toledo, Lucas County,
Ohio, which may be included in the following described premises:



                           A-85
<PAGE>   143
                                                                            (TE)


     Beginning at the point in the southwesterly line of said lot
eleven (11) where the same is intersected by the center line of
Jessie Street extended; thence northwesterly on and along the
southwest line of said lot eleven (11) to the point where the
same is intersected by the easterly line of lot sixteen (16) in
the Plat of Ironville, a Subdivision in the City of Toledo, Lucas
County, Ohio; thence northeasterly on a straight line drawn at
right angles to the southwesterly line of said lot eleven (11),
a distance of fifteen (15) feet to a point; thence northwesterly
on and along a straight line drawn parallel with and fifteen (15)
feet northeasterly from the southwesterly line of said lot eleven
(11) extended to the Harbor Line of the Maumee River as
established on March 19, 1896 and approved by The Secretary
of War on April 17, 1917; thence northeasterly on and along the
said Harbor Line to a point which, measured on a line drawn at
right angles to the southwesterly line of said lot eleven (11)
extended, is three hundred two and ninety-two hundredths
(302.92) feet distant therefrom; thence southeasterly on and
along a straight line drawn parallel with the southwesterly line
of said lot eleven (11) extended, to the point where said line is
intersected by a straight line drawn from the point of beginning
and at right angles to the southwesterly line of said lot eleven
(11); thence southwesterly on and along said last mentioned line.
a distance of three hundred two and ninety-two hundredths
(302.92) feet to the place of beginning, together with all riparian
rights thereunto appertaining.
     Also any right, title and interest which the Company may
have in and to the bed of the Maumee River lying between the
center line of said River and the above described portion of said
Harbor Line.

     (n) Lots numbers nine (9), ten (10), eleven (11), twelve
(12), sixteen (16), seventeen (17), eighteen (18), and all of Lot
one hundred fifty-eight (158) excepting therefrom the South
four hundred seventy-five (475) feet thereof, all in Alexis Place,
an Addition in Washington Township, Lucas County, Ohio.

     (o) Lots Numbers Three Hundred Twelve (312) through
Three Hundred Sixteen (316), that portion of Lots Numbers
Three Hundred Twenty-two (322), Three Hundred Twenty-
three (323) and Three Hundred Twenty-four (324), which lies
Southerly of a straight line drawn from a point on the Easterly
line of said Lot Three Hundred Twenty-four (324), which point



                                      A-86
<PAGE>   144
                                      (TE)

is Twenty-three and Five Tenths (23.5) feet (as measured along
said Easterly line) Southerly of the Northerly boundary of said
lot; thence Southwesterly to a point on the Westerly boundary
of said Lot Three Hundred Twenty-two (322) which is Fifty-six
(56) feet (measured along said West line) Northerly from the
South boundary of said Lot Three Hundred Twenty-two (322),
and Lots Numbers Three Hundred Twenty-five (325) through
Three Hundred Sixty-four (364), all in Northgate Plat II, a
Subdivision in Washington Township, Lucas County, Ohio.

     (p) Lots Numbers Eight Hundred Eighteen (818), Eight
Hundred Twenty-two (822), Eight Hundred Eighty-two (882)
and Eight Hundred Eighty-three (883) in Westwood Gardens
2nd Extension, a Subdivision in Washington Township, Lucas
County, Ohio.

     (q) The South one-half (1/2) of Lot number seven (7) and
the North one hundred (100) feet of the South two hundred (200)
feet of lot number two (2) in Eggeman's Suburban Place, an
Addition in Washington Township, Lucas County, Ohio.

     (r) The north one-half (1/2) of the south eleven (11) rods
and eight (8) feet of the northwest quarter (1/4) of the southwest
quarter (1/4) of Section five (5), Town nine (9) south, range
seven (7) east, in Washington Township, Lucas County, Ohio.

     (s) That part of the south one-half (1/2) of the northwest
quarter (1/4) of the southwest quarter (1/4) of Section six (6),
Town nine (9) South, Range seven (7) East, in Washington
Township, Lucas County, Ohio, described as follows: Beginning
at a point in the westerly line of Clover Lane, said point being
located southerly five hundred twenty-four and eighty hundredths
(524.80) feet from the intersection of said westerly line of Clover
Lane and the southerly line of Penelope Drive; running thence
northerly along the westerly line of Clover Lane one hundred
(100) feet; thence westerly and parallel with the said southerly
line of Penelope Drive, three hundred ten and eight hundredths
(310.08) feet; thence southerly and parallel with the first course
ninety-nine and twenty-six hundredths (99.26) feet; thence
easterly along a straight line of three hundred ten and eight
hundredths (310.08) feet to the place of beginning.

     (t) All that part of the northeast quarter (1/4) of the south-
east quarter (1/4) of Section six (6), Town nine (9) south, Range



                           A-87
<PAGE>   145
                                      (TE)

seven (7) east, Washington Township, Lucas County, Ohio,
bounded and described as follows:
     Beginning at the intersection of the southwesterly line of
the Toledo-Ann Arbor Road (so called), sixty (60) feet in width,
with a line drawn one hundred five (105) feet north of measured
at right angles, and parallel to the south line of the said north-
east quarter (1/4) of the southeast quarter (1/4) of Section six
(6); thence west, parallel to the said south line of the northeast
quarter (1/4) of the southeast quarter (1/4) of Section six (6), a
distance of seven hundred twenty-nine and ninety hundredths
(729.90) feet to a point that is three hundred seventy (370) feet
east of the west line of the said northeast quarter (1/4) of the
southeast quarter (1/4) of Section six (6); thence north, parallel
with the said west line of the northeast quarter (1/4) of the south-
east quarter (1/4) of Section six (6), a distance of eighty (80)
feet; thence east on a line parallel to the said south line of the
northeast quarter (1/4) of the southeast quarter (1/4) of Section
six (6), a distance of six hundred seventy and eighty-one
hundredths (670.81) feet to the said southwesterly line of the
Toledo-Ann Arbor Road; thence southeasterly along said south-
westerly line of the Toledo-Ann Arbor Road, ninety-nine and
forty-seven hundredths (99.47) feet to the place of beginning,
containing one and two hundred eighty-six thousandths (1.286)
acres of land, more or less, together with any title or interest
Grantor may have in the west half of Toledo-Ann Arbor Road.

     (u) The south twenty (20) feet of the following described
property;
     All that part of the northeast quarter (1/4) of the southeast
quarter (1/4) of Section six (6), Town nine (9) south, Range
seven (7) east, Washington Township, Lucas County, Ohio,
bounded and described as follows: Beginning at the intersection
of the southwesterly line of the Toledo-Ann Arbor Road (so-
called), sixty (60) feet in width, with a line drawn one hundred
eighty-five (185) feet north of, measured at right angles, and
parallel to the south line of the said northeast quarter (1/4) of
the southeast quarter (1/4) of Section six (6); thence west,
parallel to the said south line of the northeast quarter (1/4) of
the southeast quarter (1/4) of Section six (6), a distance of six
hundred seventy and eighty-one hundredths (670.81) feet to a
point that is three hundred seventy (370) feet east of the west
line of the said northeast quarter (3/4) of the southeast quarter


                           A-88
<PAGE>   146
                                                                      (TE)

(1/4) of Section six (6); thence north parallel to the said west
line of the northeast quarter (1/4) of the southeast quarter (1/4)
of Section six (6), a distance of eighty (80) feet; thence east on
a line parallel to the said south line of the northeast quarter
(1/4) of the southeast quarter (1/4) of Section six (6), six hundred
eleven and seventy-two hundredths (611.72) feet to the said
southwesterly line of the Toledo-Ann Arbor Road; thence south-
easterly, along the said southwesterly line of the Toledo-Ann
Arbor Road ninety-nine and forty-seven hundredths (99.47)
feet to the place of beginning. Containing one and one hundred
seventy-seven thousandths (1.177) acres of land, more or less,
together with any title or interest Grantor may have in the west
half of Toledo-Ann Arbor Road.

     (v) That part of the northeast quarter (1/4) of the southeast
quarter (1/4) of Section six (6), Town nine (9) South, Range
seven (7) East, in Washington Township, Lucas County, Ohio,
bounded and described as follows:
     Beginning at the intersection of the west line of the Pelton
Road, also known as Secor Road, as now located, with the south
line of the northeast quarter (1/4) of the southeast quarter (1/4)
of said Section six (6); thence north along the west line of said
Pelton Road one hundred eighty-nine and five tenths (189.5)
feet to a concrete monument and being the Point of Beginning
of the parcel herein described; thence west one hundred eighty-
two and seventeen hundredths (182.17) feet to a concrete monu-
ment on the northeasterly line of the Toledo-Ann Arbor Road,
also known as Petersburg Road, as now located; thence south-
easterly along the northeasterly line of said Toledo-Ann Arbor
Road one hundred eighteen and nineteen hundredths (118.19)
feet to a concrete monument in said northeasterly line of said
road; thence easterly one hundred twelve and twenty-nine
hundredths (112.29) feet to a concrete monument in the west line
of the said Pelton Road; thence north along the said west line of
said Pelton Road ninety-four and seventy-five hundredths (94.75)
feet to the point of beginning, together with all right, title and
interest in and to said Pelton Road and Toledo-Ann Arbor Road,
abutting and adjoining said premises.

     (w) The west thirty-five (35) feet of the east eight hundred
forty-nine and twenty-nine hundredths (849.29) feet of the south
four hundred five and eight hundred thirty-four thousandths
(405.834) feet of the west one-half (1/2) of the southwest quarter


                           A-89
<PAGE>   147
                                                                            (TE)


(1/4) of Section ten (10), Town nine (9) South, Range seven (7)
East in Washington Township, Lucas County, Ohio.

     (x) That part of the west one-half (1/2) of the Southwest
quarter (1/4) of Section ten (10), Town nine (9) South, Range
seven (7) East, in Washington Township, Lucas County, Ohio,
bounded and described as follows: Beginning at a point on the
West line of said Southwest quarter (1/4); that is eleven (11)
chains, fourteen and nine tenths (14.9) links North of the South-
west corner thereof; thence south along the West line of said
southwest quarter (1/4), a distance of twenty (20) rods; thence
east forty-eight (48) rods along a line which bears north eighty-
eight (88) degrees East; thence North along a line that is
parallel with said west line of said southwest quarter (1/4) a
distance of twenty (20) rods, thence west forty-eight (48) rods
to the place of beginning; excepting therefrom the west four
hundred five (405) feet thereof.

     (y) An undivided one-sixth (1/6th) interest in the east one
hundred (100) feet of the west five hundred five (505) feet of
the following described premises:
     That part of the west one-half (1/2) of the southwest quarter
(1/4) of Section ten (10), Town nine (9) South, Range seven (7)
East, in Washington Township, Lucas County, Ohio, bounded
and described as follows:
     Beginning at a point in the west line of said southwest
quarter (1/4) that is ten hundred ninety-six and six hundred
fifty-six thousandths (1096.656) feet north of a brass plate
marking the southwest corner of said Section ten (10); thence
east along a line parallel with and ten hundred ninety-six and
six hundred fifty-six thousandths (1096.656) feet north of the
south line of said southwest quarter (1/4), a distance of thirteen
hundred sixteen and eighty-seven hundredths (1316.87) feet
to the east line of the west one-half (1/2) of the said southwest
quarter (1/4); thence south along the east line of the west one-half
(1/2) of said southwest quarter (1/4), a distance of three hundred
sixty and eight hundred twenty-two thousandths (360.822) feet
to a point, that is seven hundred thirty-five and eight hundred
thirty-four thousandths (735.834) feet north of the south line
of said southwest quarter (1/4); thence west along a line parallel
with and seven hundred thirty-five and eight hundred thirty-four
thousandths (735.834) feet north of the south line of the said


                                      A-90
<PAGE>   148
                                      (TE)

southwest quarter (1/4) to a point on the west line of said south-
west quarter (1/4), that is three hundred sixty and eight hundred
twenty-two thousandths (360.822) feet south of the place of
beginning; thence north along the west line of said southwest
quarter (1/4) to the place of beginning.

     (z) That part of the southwest quarter (1/4) of Section
number ten (10), Town nine (9) south, Range seven (7) east,
in Washington Township, Lucas County, Ohio, bounded and
described as follows:
     Beginning at a point on the north line of said southwest
quarter (1/4), that is four hundred five (405) feet east of the
intersection of the center line of Jackman Road with the north
line of said southwest quarter (1/4); thence south parallel with
the center line of Jackman Road to a point on a line that is
ten hundred ninety-six and six hundred fifty-six thousandths
(1096.656) feet north of and parallel to the south line of said
southwest quarter (1/4); thence east along said line ten hundred
ninety-six and six hundred fifty-six thousandths (1096.656) feet
north of and parallel to the south line of said southwest quarter
(1/4), one hundred (100) feet to a point; thence north parallel
with the center line of Jackman Road to the north line of said
southwest quarter (1/4); thence west along the north line of said
southwest quarter (1/4), to the point of beginning, containing
three and five hundred thirty-five thousandths (3.535) acres of
land, more or less.

     (aa) The South one hundred (100) feet of the East one-half
(1/2) of the northwest quarter (1/4) of Section number Ten (10),
Town Nine (9) South, Range seven (7) East, in Washington
Township, Lucas County, Ohio.

     (bb) The south four (4) feet of the West one (1) acre of
the north two (2) acres of the nine and seven hundred seventy-
nine thousandths (9.779) acres of the east one-half (1/2) of the
east one-half (1/2) of Section ten (10), Town nine (9) South,
Range seven (7) East, Lucas County, Ohio, lying north of,
parallel to and adjoining the south nineteen and six hundred
fifty-eight thousandths (19.658) acres of the north one-half (1/2)
of the northeast quarter (1/4) of the southeast quarter (1/4) of
Section number ten (10), Town nine (9) South, Range seven (7)
East, Lucas County, Ohio, excepting, the right of way of the
Toledo, Ann Arbor and Detroit Railroad Company over the west



                           A-91
<PAGE>   149
                                      (TE)

sixteen and one half (16 1/2) feet thereof, subject to all legal
highways, containing nine and seventy hundredths (9.70) acres
of land more or less, all of the above described property being
situated in the Township of Washington, County of Lucas and
State of Ohio.

     (cc) The south three and sixty-six hundredths (3.66) acres
of the north five and sixty-six hundredths (5.66) acres of the
nine and seven hundred seventy-nine thousandths (9.779) acres
of the east one-half (1/2) of the east one-half (1/2) of Section
ten (10) Town nine (9) South, Range seven (7) East, Lucas
County, Ohio, lying north of, parallel to and adjoining the south
nineteen and six hundred fifty-eight thousandths (19.658) acres
of the north one-half (1/2) of the northeast quarter (1/4) of the
southeast quarter (1/4) of Section number ten (10), Town nine
(9) South, Range seven (7) East, Lucas County, Ohio, except
the south twenty-nine (29) feet extending West from the center
line of Lewis Avenue, one thousand (1,000) feet and excepting
the right of way of the Toledo, Ann Arbor and Detroit Railroad
Company over the west sixteen and one-half (16 1/2) feet thereof,
subject to all legal highways, containing nine and seventy
hundredths (9.70) acres of land more or less, all of the above
described property being situated in the Township of Wash-
ington, County of Lucas and State of Ohio.

     (dd) The south one hundred (100) feet of the west five (5)
acres of the north ten (10) acres of the south twenty (20) acres
of the northwest quarter (1/4) of Section eleven (11) Town nine
(9) South, Range seven (7) East in Washington Township,
Lucas County, Ohio.

     (ee) The North one hundred (100) feet of the South two
hundred sixty (260) feet of the South ten (10) acres of the East
one-half (1/2) of the Northwest quarter (1/4) of Section Eleven
(11), Town Nine (9) South, Range Seven (7) East, Washington
Township, Lucas County, Ohio.

     (ff) The South two hundred and sixty (260) feet of the
South ten (10) acres of the West twenty-seven (27) acres of the
northeast quarter (1/4) of Section Eleven (11), Town Nine (9)
South, Range Seven (7) East, Washington Township, Lucas
County, Ohio, except the South one hundred and sixty (160) feet.

     (gg) All that part of the east one-half (1/2) of the north-
east quarter (1/4) of Section number eleven (11), Town nine (9)


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                                                                            (TE)


South, Range seven (7) East, in Washington Township, Lucas
County, Ohio, that lies south of a line that is three hundred
twenty (320) feet north of and parallel with the south line of
the northeast quarter (1/4) of Section eleven (11), that lies north
of a line that is one hundred sixty (160) feet north of and
parallel with the south line of the northeast quarter (1/4) of
Section eleven (11); and also the north one hundred sixty (160)
feet of the south three hundred twenty (320) feet of that part
of the west one-half (1/2) of the northeast quarter (1/4) of Section
eleven (11), Town nine (9) South, Range seven (7) East, in
Washington Township, Lucas County, Ohio, that lies east of a
line drawn from a point on the north line of the said northeast
quarter (1/4) of Section eleven (11) that is eight hundred eighty-
nine and seventy-three hundredths (889.73) feet easterly of the
northwest corner of the said northeast quarter (1/4) of Section
eleven (11) southerly to a point on the south line of the said
northeast quarter (1/4) of Section eleven (11), that is eight
hundred eighty-nine and eighty-eight hundredths (889.88) feet
east of the southwest corner of the said northeast quarter (1/4)
of Section eleven (11), subject to legal highways; beginning at a
point in the southwest corner of above described parcel which
point is one hundred and sixty (160) feet north of the east and
west center line of said section eleven (11); thence north along
the west boundary of the above described parcel, one hundred
(100) feet to a point; thence east and parallel with the east and
west center line of said section eleven (11), to a point which is
five hundred and fifty (550) feet west of the east line of said
Section eleven (11); thence northeasterly to a point which is
three hundred and twenty (320) feet north of the east and west
center line of said section eleven (11) and three hundred and
seventy (370) feet west of the east line of said Section eleven
(11); thence east and parallel with the east and west center line
of said Section eleven (11) to a point which is seventy-seven (77)
feet West of the East line of said Section eleven (11); thence
southwesterly to a point which is one hundred and sixty (160)
feet north of the east and west center line of said Section eleven
(11) and four hundred and fifty (450) feet West of the East line
of said Section 11; thence west and parallel one hundred and
sixty (160) feet north of east and west center line of said Section
eleven (11), to the place of beginning.

     (hh) All that part of the East one-half (1/2) of the Northeast
quarter (1/4) of Section eleven (11), Town nine (9) South, Range


                                      A-93
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                                                                            (TE)


seven (7) East, in Washington Township, Lucas County, Ohio,
beginning at a point on the East line of Section eleven (11)
which is three hundred twenty (320) feet North of the East and
West center line of said section; thence West and parallel with
the east and west center line of said Section to a point which is
three hundred and seventy (370) feet west of the center line of
Crabb Road (Telegraph Road); thence northeast to a point on
the east line of said Section which is four hundred and fifty-six
(456) feet north of the east and west center line of Section
eleven (11); thence south to the place of beginning.

     (ii) All that part of the north one-half (1/2) of the north-
west quarter (1/4) of the southwest quarter (1/4) of Section
number seventeen (17), Town nine (9) South, Range eight (8)
East, in Washington Township, Lucas County, Ohio, bounded
and described as follows: Beginning at a point on the east and
west center line of Section seventeen (17), five hundred twenty
and six tenths (520.6) feet east of the northwest corner of the
southwest quarter (1/4) of said Section; thence east, along the
said center line, forty-two and five-tenths (42.5) feet; thence
south parallel to the west line of the southwest quarter (1/4) of
Section seventeen (17), to a line that is one hundred fifty (150)
feet north of and parallel to the south line of the north one-half
(1/2), northwest quarter (1/4), southwest quarter (1/4); thence
west parallel to the said south line forty-two and five-tenths
(42.5) feet; thence north in a direct line to the place of beginning.

     (jj) The East four hundred twenty-five (425) feet of that
part of the North one-half (1/2) of the Northwest quarter (1/4)
of the Southwest quarter (1/4) of Section seventeen (17), Town
nine (9) South, Range eight (8) East, in Washington Township,
Lucas County, Ohio, bounded and described as follows:
     Beginning at a point on the West line of Section seventeen
(17), seventy-five feet North of the Southwest corner of the
North one-half (1/2) of the Northwest quarter (1/4) of the South-
west quarter (1/4) of said Section; thence North along the West
line, a distance of seventy-five (75) feet; thence East parallel
to the South line of said North one-half (1/2) Northwest quarter
(1/4) of Southwest quarter (1/4), nine hundred seventy-four and
twenty hundredths (974.20) feet to the West right-of-way line
of the Detroit and Toledo Shore Line Railroad; thence South
along said right-of-way seventy-five (75) feet; thence West in
a direct line to the place of beginning.


                                      A-94
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                                      (TE)

    (kk) The East four hundred twenty-five (425) feet of that
part of the North one-half (1/2) of the Northwest quarter (1/4)
of the Southwest quarter (1/4) of Section seventeen (17), Town
nine (9) South, Range eight (8) East in Washington Township,
Lucas County, Ohio, bounded and described as follows:
    Beginning at the Southwest corner of the North one-half
(1/2) of the Northwest quarter (1/4) Southwest quarter (1/4) of
said Section seventeen (17); thence north along the West line
of Section seventeen (17), seventy-five (75) feet; thence East
parallel to the South line of the North one-half (1/2) Northwest
quarter (1/4) Southwest quarter (1/4), a distance of nine hundred
seventy-four and five hundredths (974.05) feet more or less to
the Westerly line of the Detroit, Toledo Shore Line Railroad:
thence South along the said right-of-way seventy-five (75) feet
to the said South line of the North one-half (1/2) of Northwest
quarter, (1/4) Southwest quarter (1/4); thence West along the
South line nine hundred seventy-three and nine tenths (973.9)
feet more or less to the place of beginning.

    (ll) All that part of the north one-half (1/2) of the northwest
quarter (1/4) of the southwest quarter (1/4) of Section seventeen
(17), Town nine (9) South, Range eight (8) East, in Washington
Township, Lucas County, Ohio, bounded and described as follows:
Beginning at a point on the East and West center line of Section
seventeen (17), six hundred forty-eight and one tenth (648.1)
feet East of the northwest corner of the southwest quarter (1/4)
of said Section; thence east, along the said center line, forty-
two and five tenths (42.5) feet; thence south parallel to the west
line of the southwest quarter (1/4) of Section seventeen (17),
to a line that is one hundred fifty (150) feet north of and parallel
to the south line of north one-half (1/2), northwest quarter (1/4),
southwest quarter (1/4); thence west parallel to the said south
line, forty-two and five tenths (42.5) feet; thence north in a
direct line to the place of beginning.

    (mm) All that part of the north one-half (1/2) of the north-
west quarter (1/4) of the southwest quarter (1/4) of Section
number seventeen (17), Town nine (9) South, Range eight (8)
East, Washington Township, Lucas County, Ohio, bounded and
described as follows: Beginning at a point on the east and west
center line of Section seventeen (17), five hundred sixty-three
and one tenth (563.1) feet East of the Northwest corner of the
Southwest quarter (1/4) of said Section; thence east along the


                           A-95
<PAGE>   153
                                      (TE)

said center line forty-two and five tenths (42.5) feet; thence south
parallel to the west line of the southwest quarter (1/4) of Section
seventeen (17), to a line that is one hundred fifty (150) feet
north of and parallel to the south line of north one-half (1/2)
of the northwest quarter (1/4) of the southwest quarter (1/4);
thence west parallel to the said south line forty-two and five
tenths (42.5) feet; thence north in a direct line to the place of
beginning.

    (nn) The south ninety (90) feet of that part of the north
one-half (1/2) of the northwest quarter (1/4) of the southwest
quarter (1/4) of Section seventeen (17), Town nine (9) South,
Range eight (8) East, in Washington Township, Lucas County,
Ohio, bounded and described as follows: Beginning at a point
on the East and West center line of said Section seventeen (17),
six hundred ninety and six tenths (690.6) feet east of the north-
west corner of the southwest quarter (1/4) of said Section; thence
east along the said center line forty-two and five tenths (42.5)
feet; thence south parallel to the west line of the southwest
quarter (1/4) of Section seventeen (17), to a line that is one
hundred fifty (150) feet north of and parallel to the south line
of the north one-half (1/2) of the northwest quarter (1/4) of said
southwest quarter (1/4); thence west parallel to the said south
line, forty-two and five tenths (42.5) feet; thence north in a
direct line to the place of beginning.

    (oo) The north seven hundred thirty-five (735) feet of the
east one hundred thirty-five (135) feet of the east one-half (1/2)
of the east one-half (1/2) of the northwest quarter (1/4) of Section
nine (9), Town nine (9) south, Range seven (7) east, in Wash-
ington Township, Lucas County, Ohio.

    (pp) That part of the following described parcel of real
estate which lies south of the boundary line between the States
of Michigan and Ohio, to-wit: Beginning at the northwest corner
of the east one-half (1/2) of the southeast quarter (1/4) of Section
four (4) Town nine (9) South, Range six (6) East, and running
south two (2) chains and forty-two (42) links to the center of
the Adrian Road; thence southeasterly in the center of said road
to a point ten (10) chains and ninety-two (92) links south of the
north line of said east one-half (1/2) of the southeast quarter
(1/4) of Section four (4); thence east eight (8) chains and sixteen
(16) links; thence north eleven (11) chains and thirty-three (33)
links to the north line of said East one-half (1/2) of the southeast


                           A-96
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                                                                            (TE)


quarter (1/4) of Section four (4) and thence west thirteen (13)
chains and fifty (50) links to the place of beginning, excepting
therefrom three (3) acres of land conveyed to John R. Dein by
deed recorded in Volume 28 page 257 Deed record of Lucas
County, and also excepting therefrom the south three (3) acres
thereof conveyed to Edmund Clarke by deed recorded in Volume
42 page 293 of Deed Record of Lucas County, Ohio; all being in
Sylvania Village, Lucas County, Ohio and Whiteford Township,
Monroe County, Michigan.

     (qq) The North One Hundred and forty (140) feet of that
part of Lot number one (1) of Assessor's Plat of eighteen
hundred fifty-nine (1859) of the East one-half (1/2) of the South-
east quarter (1/4) of Section four (4), Town nine (9) South,
Range six (6) East, as recorded in Volume 2-A of Plats, Page
40, Lucas County, Ohio, Records, which is situated in the Village
of Sylvania, Lucas County, Ohio.

     (rr) The South one hundred and twenty-five (125) feet of
the West One Hundred and Fifty (150) feet of Lot Thirty-two
(32) and the South one hundred twenty (120) feet of Lot num-
ber thirty-three (33), all in Huntington Farms an addition in
Sylvania Township, Lucas County, Ohio.

     (ss) The South Sixty (60) feet of lots Numbers One Hun-
dred Fifty-three (153), One Hundred Fifty-four (154), One
Hundred Fifty-five (155), One Hundred Fifty-six (156), One
Hundred Fifty-seven (157), (also the South sixty (60) feet of
the East 7.04 feet of said Lot One Hundred Fifty-seven (157)),
One Hundred Fifty-eight (158), One Hundred Fifty-nine (159),
One Hundred Sixty (160), One Hundred Sixty-one (161) and
One Hundred Sixty-two (162), all in Northwestern Addition
in Sylvania Township, Lucas County, Ohio.

     (tt) Beginning at the intersection of the east line of Sec-
tion 2, Town 9 South, Range 6 East, Sylvania Township, Lucas
County, Ohio, and the Ohio-Michigan State line; thence westerly
along said state line to the center line of Artwell Drive; thence
Southerly and parallel to the said East line of Section 2 an
approximate distance of 190 feet; thence Easterly to a point
on the said East line of Section 2, 195 feet South of the Ohio-
Michigan State line; thence Northerly along said East line of
Section 2 to the place of beginning, subject to legal highways,
excepting therefrom the following parcel:


                                      A-97
<PAGE>   155
                                                                            (TE)


      Beginning at the intersection of the east line of Section 2,
      Town nine (9) South, Range six (6) East, Sylvania Township,
      Lucas County, Ohio, and the Ohio-Michigan State line and
      running thence westerly along the said Ohio-Michigan State
      line, a distance of one hundred seventy and no tenths (170.0)
      feet to a point; thence Southerly on a line parallel with the
      East line of said Section two (2), a distance of one hundred
      eighty-eight and nine tenths (188.9) feet to a point; thence
      Easterly a distance of one hundred seventy and no tenths
      (170.0) feet to a point on the East line of said Section two (2),
      that is one hundred ninety and forty-four hundredths (190.44)
      feet Southerly of the place of beginning: thence Northerly along
      the East line of said Section two (2), a distance of one hundred
      ninety and forty-four hundredths (190.44) feet to the place of
      beginning.  Excepting therefrom the Easterly thirty and no
      tenths (30.0) feet for highway purposes.

       3.  Libbey Owens Ford Glass Company Rossford Belt Line Tap,
situated in Perrysburg Township, Wood County, Ohio. Said premises
being more particularly described as:

        (a) The south one (1) acre of the following described par-
      cel: The south five and one hundred eighty thousandths (5.180)
      acres of the west fourteen and one-half (14 1/2) acres of the south
      one-half (1/2) of the southeast quarter (1/4) of Section twenty-
      three (23), Town three (3) United States Reserve, Perrysburg
      Township, Wood Counts, Ohio, except four one-hundredths
      (4/100) of an acre in the southeast corner and more particularly
      described as follows: Commencing at a stone monument at the
      south quarter (1/4) post of said Section twenty-three (23), thence
      northerly along the west line of the southeast quarter (1/4) of
      said Section four hundred thirty-three and fifteen hundredths
      (433.15) feet to a point; thence easterly at an angle of eighty-
      eight degrees (88 degrees) fifty-three and one-half minutes (53 1/2') with
      last course and parallel to the north line of the ten (10) acre tract
      now owned by Federick K. Dethloff and others, five hundred
      fifteen and three tenths (515.3) feet to an iron pipe driven
      in the east line of said ten (10) acre tract; thence southerly along
      said east line, four hundred thirty-eight and seven tenths (438.7)
      feet, to a stone monument; and thence westerly along the north-
      erly line of the right of way of The Toledo Railway and Ter-
      minal Company, five hundred fifteen and forty-seven hundredths
      (515.47) feet to the place of beginning.


                                   A-98
<PAGE>   156
                                                                            (TE)


        (b) In Section No. 23, Town 3, United States Reserve, com-
     mencing at the intersection of the north line of the Toledo Rail-
     way and Terminal Company's right of way and the west line of
     the east fifteen and five tenths (15.5) acres of the west thirty (30)
     acres of the south half (1/2) of the southeast quarter (1/4) of
     said section; thence north along the said west line: a distance
     of twenty (20) feet; thence easterly parallel with and twenty
     (20) feet northerly from said right of way line a distance of
     eighty-three (83) feet; thence north parallel with and eighty-
     three (83) feet easterly from said west line a distance of One
     hundred thirty (130) feet; thence easterly parallel with and one
     hundred fifty (150) feet northerly from said north right of way
     line, a distance of one hundred fifty (150) feet; thence southerly
     and parallel with said west line a distance of one hundred fifty
     (150) feet to said north right of way line; thence westerly along
     said right of way line two hundred thirty-three (233) feet to the
     place of beginning, containing five hundred fifty-five thousandths
     (0.555) acres.

   4.  Property for Transmission Line to Glass Fibers Inc., situated
in the City of Defiance, County of Defiance, State of Ohio, said premises
being more particularly described as:
     Lot number Fourteen (14) in the North Defiance Addition to the
     Town (now City) of Defiance, Ohio.

   5.  Baker Substation, situated in the City of Toledo, Lucas County,
Ohio. Said premises being more particularly described as:
     Lots numbers eighty-five (85), eighty-six (86), eighty-seven (87),
     and eighty-eight (88) all in Baker's Addition to the City of
     Toledo, Lucas County, Ohio.

   6.  Trilby Substation, situated in Washington Township, Lucas
County, Ohio.  Said premises being more particularly described as:
     Lots numbers five hundred eighty-one (581), five hundred eighty-
     two (582) and five hundred eighty-three (583) in Westwood
     Gardens, a Subdivision in Washington Township, Lucas County,
     Ohio.

   7.  Albon Road Substation, situated in Springfield Township,
Lucas County, Ohio.  Said premises being more particularly described
as:


                                      A-99



<PAGE>   157
                                                                         (TE)

     Being a piece or parcel of land situated in the East half (1/2) of
     the Southwest quarter (1/4) of Section seventeen (17), Town two
     (2) United States Reserve, Springfield Township, Lucas County,
     Ohio, and more fully described as commencing at the point of
     intersection of the center line of Albon Road (the North and
     South centerline of the Southwest quarter (1/4) of said section)
     and the North line of the old Toledo and Indiana Railroad right
     of way; thence North along the center line of Albon Road
     approximately two hundred (200) feet to the center line of the
     county ditch; thence Southeasterly along the center line of said
     ditch to its intersection with the North line of said Toledo and
     Indiana Railroad right of way; thence Southwest along the said
     North line of right of way approximately two hundred (200) feet
     to the place of beginning, containing approximately forty-six
     hundredths (0.46) acres.

    8.  Reynolds Substation, situated in Sylvania Township, Lucas
County, Ohio.  Said premises being more particularly described as:
     (a) Lots numbers three hundred two (302) and three hundred
     three (303), three hundred four (304), three hundred five (305)
     and three hundred six (306) in Lathrop Place, an addition in
     Sylvania Township, Lucas County, Ohio.
     (b) That part of the southeast quarter (1/4) of the southwest
     quarter (1/4) of Section twenty-three (23), Town nine (9) South,
     Range six (6) East in Sylvania Township, Lucas County, Ohio,
     bounded and described as follows:
     Commencing at a point on the south line of said section twenty-
     three (23), seven hundred twenty-eight and seventy-five hun-
     dredths (728.75) feet west of the southeast corner of said south-
     west quarter (1/4); thence north on a line parallel with the east
     line of said quarter section a distance of ten hundred fifty-six
     (1056) feet; thence west on a line parallel with the south line
     of said Section twenty-three (23) a distance of one hundred
     thirty-six and twenty-five hundredths (136.25) feet; thence south
     a distance of ten hundred fifty-six (1056) feet to a point on the
     south line of said section twenty-three (23) which is one hun-
     dred thirty-six and twenty-five hundredths (136.25) feet (as
     measured along said south section line) west of the place of
     beginning; thence East along the said south section line to the
     place of beginning.



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                                                                            (TE)



   9.  Southwest Defiance Substation, situated in the City of Defiance,
Defiance County, Ohio.  Said premises being more particularly
described as:
      Lot number seven (7) of the subdivision of Lots numbers twenty
      (20) to number twenty-nine (29) inclusive of Colby, Lindenberger
      and Deatrick's Addition to the Town (now City) of Defiance,
      Ohio, also Lot number eight (8) of the subdivision of lots num-
      bers twenty (20) to twenty-nine (29) inclusive of Colby, Linden-
      berger and Deatrick's Addition to the Town (now City) of
      Defiance, Ohio; also Lot number thirteen (13) of the subdivision
      of Lots numbers twenty (20) to twenty-nine (29) inclusive, of
      Colby, Lindenberger and Deatrick's Addition to the said City of
      Defiance.

         10.  Ford Road Substation, situated in Perrysburg Township,
Wood County, Ohio.  Said premises being more particularly described
as:
      All of that part of Lot Four (4) in River Tract Seventy-one (71)
      in Town three (3) of the United States Reserve of Twelve (12)
      miles square at the foot of the Rapids of the Miami of Lake Erie,
      in Perrysburg Township, Wood County, Ohio, bounded and
      described as follows:  Beginning at the point of intersection of
      the center line of Ford Road, so called, and the Westerly line
      of said Lot Four (4); thence Easterly, along the said center line
      of Ford Road, a distance of Five Hundred Eighty-eight and
      twenty-three hundredths (588.23) feet, more or less, to the point
      of intersection of the said center line of Ford Road and the
      Easterly line of River Tract Seventy-one (71), (center line of
      White Road, so called); thence Southerly along the said Easterly
      line of River Tract seventy-one (71) a distance of Fifty-five and
      ninety-eight hundredths (55.98) feet, more or less, to a point in
      the Northwesterly line of the right-of-way of the Baltimore and
      Ohio Railroad; thence Southwesterly, along the said North-
      westerly line of the right-of-way of the Baltimore and Ohio Rail-
      road a distance of Five Hundred Eighty-three and fifty-eight
      hundredths (583.58) feet, more or less, to a point in the North-
      easterly line of the proposed Ohio Turnpike; thence North-
      westerly along the said Northeasterly line of the proposed Ohio
      Turnpike a distance of One Hundred Eighty-four and sixty-two
      hundredths (184.62) feet, more or less, to a point in the said
      Westerly line of Lot Four (4); thence Northerly along the said


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                                                                            (TE)


     Westerly line of Lot Four (4) a distance of three hundred eighty-
     one and seventy-two hundredths (381.72) feet, more or less, to
     the place of beginning; containing four and five hundred seventy-
     two thousandths (4.572) acres of land, more or less.

       11. Gibsonburg Substation, situated in Madison Township, San-
dusky County, Ohio. Said premises being more particularly described
as:
     Situated in the Township of Madison, County of Sandusky and
     State of Ohio, and being a rectangular parcel of land three
     hundred thirty (330) feet North and South by three hundred
     twenty (320) feet East and West, located in the northwest corner
     of the West one-half (1/2) of the northwest quarter (1/4) of Sec-
     tion thirteen (13) in said Township.

      12.  Holgate Substation, situated within the Village of Holgate,
Pleasant Township, Henry County, Ohio.  Said premises being more
particularly described as:
         Being in the East half (1/2) of the West part of the North
     half (1/2) of the Northeast quarter (1/4), North of the right of
     way of the Baltimore & Ohio Railroad Company in Section two
     (2), Town three (3) North, Range six (6) East, in Henry County,
     Ohio, and more particularly described as follows:
         Beginning at a point on the North line of Section two (2),
     Town three (3) North, Range six (6) East, Henry County, Ohio,
     and on the center line of the Defiance-Holgate Road, State Route
     #18, said point being Four Hundred Sixty-three and two tenths
     (463.2) feet Easterly from the Northwest quarter (1/4) post of
     said Section two (2); thence Southerly Ninety-one degrees (91 degrees)
     Sixteen minutes (16') and two hundred eight and seventy-one
     hundredths (208.71) feet to a point; thence Easterly and parallel
     within the North line of said Section two (2), Eighty-eight degrees
     (88 degrees) Forty-four minutes (44') and two hundred eight and
     seventy-one hundredths (208.71) feet to a point; thence Northerly
     Ninety-one degrees (91 degrees) Sixteen minutes (16') and two hundred
     eight and seventy-one hundredths (208.71) feet to a point on the
     North line of said Section two (2); thence Westerly Eighty-eight
     degrees (88 degrees) Forty-four minutes (44') and Two Hundred Eight
     and seventy-one hundredths (208.71) feet on and along the North
     line of said Section two (2), to the place of beginning.



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                                                                            (TE)



    13.  Addition to Napoleon Substation, situated in Napoleon Town-
ship in Henry County, State of Ohio.  Said premises being more par-
ticularly described as:

      A parcel of land in the Northwest quarter (1/4) of the North-
      west quarter (1/4) of Section 12, Town 5 North, Range 6 East,
      Napoleon Township, Henry County, Ohio, and more particularly
      described as follows:

      Beginning Two Hundred Eight and seventy-one hundredths
      (208.71) feet East of the Northwest corner of the Northwest
      quarter (1/4) of the Northwest quarter (1/4) of said Section twelve
      (12) and running thence in an Easterly direction along the North
      section line of said section twelve (12) two hundred eight and
      seventy-one hundredths (208.71) feet; thence in a southerly
      direction and parallel with the west line of said section two
      hundred eight and seventy-one hundredths (208.71) feet; thence
      in a Westerly direction two hundred eight and seventy-one
      hundredths (208.71) feet and parallel with the north line of said
      section twelve (12) to an iron pipe; thence in a northerly direc-
      tion two hundred eight and seventy-one hundredths (208.71)
      feet and parallel with the west line of said section twelve (12)
      to the place of beginning, containing one (1) acre of land, more
      or less, but subject to all legal highways, and easements of record.

    14.  New Lyons Substation, situated in Royalton Township, in
the County of Fulton, State of Ohio, said premises being more par-
ticularly described as:

       A parcel of land in the Southwest quarter (1/4) of the South-
      west quarter (1/4) of Section twenty-one (21), Town nine (9)
      South, Range three (3) East, in Royalton Township, Fulton
      County, Ohio, further described as commencing at a point fifteen
      (15) rods North of the Southeast corner of the Southwest quarter
      (1/4) of the Southwest quarter (1/4) of said Section twenty-one
      (21); thence West ten (10) rods and eleven (11) feet to a point;
      thence North Two Hundred (200) feet to a point; thence East
      ten (10) rods and eleven (11) feet to a point; thence South Two
      Hundred (200) feet to the place of beginning.

    15.  Centennial Switching Station, situated in Sylvania Township,
Lucas County, Ohio. Said premises being more particularly described
as:


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      All that part of the northwest quarter (1/4) of Section eight (8),
      Town nine (9) South, Range six (6) East in Sylvania Township,
      Lucas County, Ohio, bounded and described as follows:
      Beginning at a point on the west section line of said Section eight
      (8), that is four hundred fifty-two (452) feet south of an iron
      stake marking the northwest corner of said Section eight (8);
      thence east parallel with and four hundred fifty-two (452) feet
      south of the north line of said Section, a distance of thirteen
      hundred thirty-seven and twelve hundredths (1337.12) feet to
      a point which is thirty-two (32) feet west of the east line of the
      west one-half (1/2) of the northwest quarter (1/4) of said Section;
      thence south a distance of two hundred eighty-six and seventy-
      five hundredths (286.75) feet on a line parallel with and thirty-
      two (82) feet west of the above mentioned line to a point; thence
      west a distance of thirteen hundred thirty-seven and twelve
      hundredths (1337.12) feet to a point on the west line of said
      Section eight (8), that is two hundred eighty-six and seventy-
      five hundredths (286.75) feet south of the place of beginning;
      thence north along the west line of said Section eight (8), a
      distance of two hundred eighty-six and seventy-five hundredths
      (286.75) feet to the place of beginning.

    16.  Jackman Switching Station, situated in Washington Town-
ship, Lucas Counts, Ohio, said premises being more particularly de-
scribed as:

         (a) That part of the west one-half (1/2) of the west one-half
      (1/2) of the northwest quarter (1/4) of Section number fifteen
      (15), Town nine (9) south, Range seven (7) east, in Washington
      Township, Lucas County, Ohio, lying northwesterly of the
      northwesterly line of the right-of-way of The Toledo Terminal
      Railroad Company, excepting therefrom that part thereof con-
      veyed to The Board of County Commissioners of Lucas Counts,
      Ohio, by deed recorded in Volume 1083 of Deeds, page 189 and
      excepting therefrom the east three hundred twenty-seven (327)
      feet thereof and also excepting therefrom the north two hundred
      thirty (230) feet of the west two hundred seventy-nine and
      five tenths (279.5) feet thereof.

         (b) The west one hundred fifty-two (152) feet of the east
      three hundred twenty-seven (327) feet of that part of the west
      one-half (1/2) of the west one-half (1/2) of the northwest quarter
      (1/4) of Section fifteen (15), Town nine (9) South, Range seven



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                                      (TE)

      (7) East in Washington Township, Lucas County, Ohio, lying
      northwesterly of the northwesterly line of the right of way of the
      Toledo Terminal Railroad Company excepting therefrom that
      part thereof conveyed to The Board of County Commissioners
      of Lucas County, Ohio, by Deed recorded in Volume 1083 of
      Deeds, page 189.

          (c) The west ninety (90) feet of the east one hundred
      seventy-five (175) feet of that part of the west one-half (1/2)
      of the west one-half (1/2) of the northwest quarter (1/4) of
      Section number Fifteen (15), Town nine (9) south, Range seven
      (7) east, in Washington Township, Lucas County, Ohio, lying
      northwesterly of the northwesterly line of the right of was of
      The Toledo Terminal Railroad Company, excepting therefrom
      that part thereof conveyed to The Board of Counts Commis-
      sioners of Lucas County, Ohio, by deed recorded in Volume 1083,
      of Deeds, page 189.

    17. Lemoyne Switching Station, situated in Section 14, Town 6
North, Range 12 East, Troy Township, Wood Counts, Ohio, and being
more particularly described as follows:

      Being a rectangular piece of land measuring Four Hundred
      Eighty-three (483) feet North and South by Five Hundred (500)
      feet East and West, the West line of which is along the West line
      of said Section 14 and the Northwest corner is located Twelve
      Hundred Twenty-one (1221) feet South of the South line of
      Road Tract 62.

    18.  Pemberville Switching Station Site, situated in Freedom
Township, Wood County, Ohio.  Said premises being more particularly
described as:

          A parcel of land located in the Southeast quarter (3/4) of
      Section nine (9), Township five (5) North, Range twelve (12)
      East, Freedom Township, Food County, Ohio, and being more
      particularly described as follows:  Beginning at a point in the
      line dividing Sections nine (9) and Ten (10), at its intersection
      with the Southerly boundary of the road leading from Pember-
      ville to Bowling Green, said point being South six hundred and
      sixty-one and fifty-nine hundredths (661.59) feet measured along
      said section line from a stone marking the Northeast corner of
      the Southeast quarter section; thence South along said section



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                                                                            (TE)


      line one hundred and fifty (150) feet to a point; thence North
      eighty-nine (89) degrees ten (10) minutes West seventy-five (75)
      feet to a point; thence in a Northerly direction parallel to said
      section line one hundred and twenty and forty-five hundredths
      (120.45) feet to the Southerly boundary of the said Pemberville-
      Bowling Green Road; thence along said Southerly boundary
      eighty and fifty-five hundredths (80.55) feet to the beginning and
      containing .233 acres, more or less.

      19.  Gas Regulator Station Situated in the City of Defiance, De-
fiance Counts, Ohio.  Said premises being more particularly de-
scribed as:

      Fifty (50) feet of even width off of the entire easterly side of
      Outlot number four (4), being northerly of the County Road
      commonly known as High Street extended in Arrowsmith's Ad-
      dition to the City of Defiance, County of Defiance, State of Ohio.

      20.  Gas Regulator Station, situated in Defiance County, Ohio.
Said premises being more particularly described as follows:

         Beginning at a point on the North boundary line of Carter
      Avenue Thirty-three (33) feet North of the South line of Section
      Fourteen (14). Town Four (4) North, Range Four (4) East,
      and Thirteen Hundred Seventy-seven (1377) feet West of the
      East line of said Section Fourteen (14); thence North parallel
      to the East line of said section a distance of One Hundred (100)
      feet: thence West parallel to the South line of said section a
      distance of Twenty-five (25) feet; thence South parallel to the
      East line of said Section a distance of One Hundred (100) feet;
      thence East Twenty-five (25) feet to the place of beginning, all
      in Section fourteen (14), Town Four (4) North, Range Four (4)
      East in Noble Township, Defiance Counts, Ohio.

    21.  Gas Regulator Site, situated in the City of Defiance, Defiance
County, Ohio.  Said premises being more particularly described as:

      A rectangular plot of land Twelve (12) feet by Twelve (12) feet,
      located in the Northeast corner of Lot number eight (8) in Chalat
      Place Addition to said City of Defiance, Ohio, more particularly
      described as follows, to-wit:

      Commencing at the Northeast corner of said Lot number eight
      (8); thence westerly along the North line of said lot a distance of
      twelve (12) feet; thence southerly parallel with the East line of


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                                      (TE)

       said lot a distance of twelve (12) feet; thence easterly and
       parallel with the North line of said lot number eight (8) a dis-
       tance of twelve (12) feet to the East line of said lot; thence
       northerly along the East line of said lot a distance of twelve (12)
       feet to the place of beginning.

    22.  Maumee Service Center, situated in the City of Maumee, Lucas
County, Ohio.  Said premises being more particularly described as:

       (a) Lot number thirteen (13) in Block number sixty (60) in
       Hunt's Addition to Maumee, Lucas County, Ohio.  Subject to
       legal highways.

       (b) Lot number seven (7) in Block number forty-five (45) in
       Hunt's Addition to Maumee, Lucas County, Ohio.

       (c) Lots numbers one (1) to six (6) both inclusive and lots
       numbers eight (8) to sixteen (16) both inclusive in Block number
       forty-five (45) in Hunt's Addition to Maumee, Lucas County,
       Ohio, also

       Lots numbers one (1) and two (2) in Block number sixty (60) in
       Hunts Addition to Maumee, Lucas County, Ohio, excepting there-
       from that part thereof conveyed to George H. Warrington by
       deed recorded in Volume 331 of Deeds, page 139 and excepting
       therefrom that part thereof conveyed to The New York, Chicago
       and St. Louis Railroad Company by deed recorded in Volume 826
       of Deeds, page 57 and also excepting therefrom that part thereof
       lying within the lines of Ford Street as now laid out.

    23.  Office and Storeroom Building, situated in the Village of
Swanton, Township of Fulton, County of Fulton, State of Ohio, the
same being located on premises being more particularly described as:

           Being a parcel of land located in the Southeast quarter (1/4)
       of Section one (1), Town seven (7) North, Range eight (8) East,
       more fully described as being the Westerly One Hundred (100)
       feet of the Following described parcel of real estate: Beginning
       at the Southeast corner of Section one (1); thence North One
       degree Forty-six minutes East (N 1 degree 46' E) binding upon the
       East line of said Section a distance of Five Hundred Sixty-six
       and one-tenth (566.1) feet to a point; thence South seventy-nine
       degrees, fifty-nine minutes West (S 79 degrees 59' W) binding upon


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                                                                            (TE)

                      the North line of Broadway Street a distance of seven
                      hundred eighty-one and three-tenths (781.3) feet to a
                      point the place of beginning; thence north one degree
                      forts-seven minutes East (N 1 degree 47' E) a distance
                      of Two Hundred Fifty-nine and one tenth (259.1) feet to a
                      point; thence North Eighty-eight degrees Thirteen minutes
                      West (N 88 degrees 13' W') a distance of One Hun- dred
                      Ninety-five and seventy-seven hundredths (195.77) feet to
                      a point: thence South one degree forty-seven minutes West
                      (S 1 degree 47' W) a distance of Three Hundred (300)
                      feet to a point in the North line of Broadway Street;
                      thence North seventy-nine degrees fifty-nine minutes East
                      (N 79 degrees 59' E) binding upon the North line of said
                      Street a distance of Two Hundred (200) feet to a point,
                      the place of beginning, containing One and twenty- six
                      hundredths (1.26) acres of land.

                    24.  Edison Employees' Club Site, situated in Defiance
                Township, Defiance County, State of Ohio and more particularly
                described as follows:

                          A part of the Northeast quarter (1/4) of Section
                      Twenty-eight (28), Town Four (4) North, Ridge Four (4)
                      East, Defiance County, Ohio and more particularly
                      described as follows:
                          Commencing at a point on the centerline of U. S.
                      Highway No. 34 Thirteen Hundred Four and fifty-two
                      hundredths (1304.52) feet West of the West line of
                      Westwood Drive and Westwood Addition (being the East line
                      of said Section 28); thence West along the centerline of
                      U. S. Highway No. 24 a distance of Four Hundred Thirteen
                      and eighteen hundredths (413.18) feet to the Southeast
                      corner of the tract conveyed to Lester and Mary M. Male
                      by deed recorded in Vol. 145, page 630 of the Deed
                      Records of Defiance County, Ohio; thence North along the
                      East line of said Hale Tract to the low water mark of the
                      Maumee River; thence East along the low water mark of the
                      Maumee River a distance of approximately Four Hundred
                      Twenty-nine and four hundredths (49.04) feet to a Point
                      where the same is intersected by the West line of a tract
                      conveyed to the Maumee and Auglaise Valley Workers
                      Corporation by deed recorded in Vol. 151, page 562 of the
                      Deed Records of Defiance County, Ohio; thence South along
                      said line, which is parallel to the East boundary line of
                      said Section 28, to the place of beginning; containing
                      Fifteen and seven hundredths (15.07) acres of land, more
                      or less.



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      1.  An additional parcel comprising part of the site of the new
generating plant known as Bay Shore Station:

            That portion of Lot Number Three (3) in Owners' Sub-
      division in Oregon Township, Lucas County, Ohio, bounded and
      described as follows:
           Commencing at the southeast corner of Lot 64 in Brook-
      haven, an Addition in Oregon Township, Lucas County, Ohio,
      thence southerly in a straight line to what was formerly the
      northwesterly corner of Lot 34 in Brookhaven prior to vacation,
      thence southwesterly along the southeasterly line of Channel
      Street to the northwesterly corner of Lot 35 in Brookhaven,
      thence southeasterly along the northeasterly line of said Lot 35
      to the southeasterly line thereof, thence southwesterly along the
      southeasterly lines of Lots 35 to 38, inclusive, in Brookhaven to
      the northwesterly corner of lot 29 in Brookhaven, thence south-



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                                                                            (TE)


       easterly along the northeasterly line of said lot 29 and on an
       extension thereof to the west line of Lot 2 in Owners' Subdiv-
       sion, thence northerly along the west line of Lot 2 in Owners,
       Subdivision to its intersection with the north line of vacated
       Chelsea Drive, thence westerly along the north line of vacated
       Chelsea Drive to the place of beginning, being formerly known
       as Lots Thirty (30) to Thirty-four (34), inclusive, in Brook-
       haven and portions of Chelsea Drive, Brookhaven Drive and
       Houck Street, all of which are now vacated.

     2.  Additional parcels comprising part of the right of way for the
Toledo Outer Belt Steel Tower Transmission Line in Lucas County,
Ohio, extending from the Company's Ironville Substation to its Cen-
tennial Switching Station:

           (a) That part of fractional Section number twenty-one
       (21), Town nine (9) south, Range eight (8) east, in the City of
       Toledo, Lucas County, Ohio, bounded and described as follows:
       Beginning at the intersection of the northerly line of the
       abandoned Miami and Erie Canal property with the west line
       of said fractional Section twenty-one (21); thence north along
       the west line of said fractional Section twenty-one (21), a dis-
       tance of one hundred seventy-five (175) feet; thence south-
       easterly to a point in the said northerly line of the abandoned
       Miami and Erie Canal property, which point is one hundred
       seventy-five (175) feet easterly of the point of beginning; thence
       westerly along the said northerly line of the abandoned Miami
       and Erie Canal property, a distance of one hundred seventy-five
       (175) feet to the point of beginning.

           (b) Lots numbers two hundred sixty-six (266) and two
       hundred sixty-nine (269) in Ratterree's Boulevard Terrace, an
       Addition in the City of Toledo, Lucas County, Ohio.

           (c) All that part of the North one-half (1/2) of the North-
       west one-quarter (1/4) of the Southwest one-quarter (1/4) of Sec-
       tion seventeen (17), Town nine (9) South, Range eight (8) East,
       Washington Township, Lucas County, Ohio, bounded and de-
       scribed as follows:

           Beginning at a point on the east and west center line of said
       Section seventeen (17), six hundred five and six tenths (605.6)
       feet east of the northwest corner of the southwest one-quarter
       (1/4) of said Section; thence east, along the said center line,


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                                                                            (TE)


forty-two and five tenths (42.5) feet; thence south parallel to the
west line of the southwest one-quarter (1/4) of Section seventeen
(17), to a line that is one hundred fifty (150) feet north of and
parallel to the south line of north one-half (1/2) of the northwest
one-quarter (1/4) of the southwest one-quarter (1/4); thence west
parallel to the said South line forty-two and five tenths (42.5)
feet: thence north in a direct line to the place of beginning.

    (d) The south one hundred (100) feet of the north eight
hundred thirty-five (835) feet of the east one hundred thirty-five
(135) feet of the east quarter (1/4) of the northwest quarter
(1/4) of Section nine (9), Town nine (9) south, Range seven (7)
east in Washington Township, Lucas County, Ohio.

    (e) That part of the South one-half (1/2) of the Northwest
quarter (1/4) of the Southwest quarter (1/4) of Section six (6),
Town nine (9) South, Range seven (7) East, in Washington
Township, Lucas County, Ohio, described as follows:
    Beginning at a point on the southerly line of Penelope
Drive that is fourteen hundred fifteen and eight hundredths
(1415.08) feet westerly from the intersection of the said south-
erly line of Penelope Drive and the center line of Clover Lane;
running thence easterly along the southerly line of Penelope
Drive five hundred forty (540) feet; thence southerly and at
right angles to the first course six hundred fifty-two and seventy-
six hundredths (652.76) feet to a point two (2) feet northerly
from the intersection of this second course extended and the
northerly line of Herman Place; thence westerly and parallel
with the northerly line of Herman Place five hundred forty
(540) feet; thence northerly on a straight line six hundred fifty-
one and forty-six hundredths (651.46) feet to the place of begin-
ning.  Also, beginning at a point on the southerly line of
Penelope Drive that is six hundred five and eight hundredths
(605.08) feet westerly from the intersection of the said south-
erly line of Penelope Drive and the center line of Clover Lane;
running thence easterly along the southerly line of Penelope
Drive two hundred seventy (270) feet; thence southerly and at
right angles to the first course six hundred fifty-four and six
hundredths (654.06) feet to a point two (2) feet northerly from
the intersection of this second course extended and the northerly
line of Herman Place; thence westerly and parallel with the
northerly line of Herman Place two hundred seventy (270) feet;
thence northerly on a straight line six hundred fifty-three and


                                     A-111
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                                      (TE)

       forty-one hundredths (653.41) feet to the place of beginning, con-
       taining in all approximately twelve and one hundred thirty-nine
       thousands (12.139) acres, more or less.

          (f) Lot number eight hundred fifty-four (854) in Westwood
       Gardens Second Extension, a Subdivision in Washington Town-
       ship, Lucas County, Ohio.

          (g) The southerly sixty-three and forty-eight hundredths
       (63.48) feet of the following described property.
          Beginning at the intersection of the easterly line of Section
       two (2), Town nine (9) South, Range six (6) East in Sylvania
       Township, Lucas County, Ohio, and the Ohio State Michigan
       Line and running thence westerly along the state line a distance
       of one hundred seventy (170) feet to a point; thence southerly on
       a line parallel with the easterly line of said Section 2 a distance
       of one hundred eighty-eight and nine tenths (188.9) feet to a
       point; thence easterly one hundred seventy (170) feet to a point
       on the east line of Section two (2) that is one hundred ninety and
       fourty-four hundredths (190.44) feet southerly of the place of
       beginning; thence northerly along the easterly line of said Sec-
       tion two (2) a distance of one hundred ninety and forty-four
       hundredths (190.44) feet to the place of beginning excepting
       therefrom the easterly thirty (30) feet for highway purposes.

          (h) The South one hundred thirty (130) feet of Lot number
       sixteen (16) and the South one hundred twenty-five (125) feet of
       Lot number thirty-two (32) excepting therefrom the west one
       hundred fifty (150) feet of said Lot number Thirty-two (32) in
       Huntington Farms, an Addition in Sylvania Township, Lucas
       County, Ohio.

    3.  Lands owned by the Company and used as right of way for its
Bay Shore-Ironville Steel Tower Transmission Line in Lucas County,
Ohio, extending from the Company's Bay Shore Station to its Iron-
ville Substation, more particularly described as follows:

          (a) The south one hundred forty-four and fifty-nine hun-
       dredths (144.59) feet (measured along the east line thereof), of
       the following described premises: That part of the Cheno Tract
       in Oregon Township, Lucas County, Ohio, described as follows:
       Beginning at the intersection of the center lines of Otter Creek
       Road and Cedar Point Road; thence easterly along the center line
       of Cedar Point Road a distance of one hundred sixty-five (165)


                                     A-112
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                                      (TE)

feet; thence southerly at right angles to the center line of said
Cedar Point Road a distance of two hundred seventy-six and
fifty-nine hundredths (276.59) feet; thence westerly along a line
parallel with the center line of Cedar Point Road to its inter-
section with the center line of Otter Creek Road; thence north-
easterly along the center line of Otter Creek Road to the place
of beginning.

    (b) The south one hundred fifty-eight and twenty-one hun-
dredths (158.21) feet (measured along the east line thereof), of
the following described premises: That part of the Cheno Tract
in Oregon Township, Lucas County, Ohio, bounded as follows:
Beginning at the intersection of the center the of Otter Creek
Road and Cedar Point Road; thence easterly along the center
line of Cedar Point Road a distance of two hundred thirty-nine
(239) feet; thence southerly at right angles to the center line of
said Cedar Point Road, a distance of four hundred thirty-four
and eighty hundredths (434.80) feet; thence westerly along a line
parallel with the center line of Cedar Point Road to its inter-
section with the center line of Otter Creek Road; thence north-
easterly along the center line of Otter Creek Road to the place
of beginning.

    (c) That part of the Cheno Tract, in Oregon Township, de-
scribed as follows: Commencing at a point in the east line of
said tract nine hundred ninety-one and eight hundred and eight
thousandths (991.808) feet south of the northeast corner thereof,
thence west along a line parallel with the south line of said tract
a distance of nine hundred thirty-four and twenty-hundredths
(934.20) feet for the place of beginning; thence south at right
angles to the last described line a distance of one hundred
seventy-four (174) feet; thence westerly at right angles to
the last described line a distance of three hundred ninety-
seven and eight tenths (397.8) feet to the southeasterly line of
Otter Creek Road; thence northeasterly along the southeasterly
line of Otter Creek Road a distance of one hundred eighty-six
and forty hundredths (186.40) feet; thence easterly on a line
parallel with the south line of said tract a distance of three hun-
dred twenty-nine and ninety hundredths (329.90) feet to the place
of beginning.

    (d) That part of the East fifteen (15) acres of lot three (3),
lying South of Cedar Point Road, in Section twenty-seven (27),
Town nine (9) South, Range eight (8) East, Oregon Township,


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                                                                            (TE)


Lucas County, Ohio, which lies South of the following described
line: Commencing at a point in the West line of said East fifteen
(15) acres of said lot three (3), lying South of Cedar Point
Road, which is five hundred seventy-five and seventy-eight hun-
dredths (575.78) feet North of the Southwest corner of said
East fifteen (15) acres; thence Easterly to a point on the East
line of said East fifteen (15) acres which is four hundred (400)
feet North of the Southeast corner of said East fifteen (15) acres.

     (e) The south four hundred (400) feet of the west one-half
(1/2) of the west one-half (1/2) of that part of lot number two
(2)  in Section number twenty-seven (27), Town nine (9) South,
Range eight (8) East in Oregon Township, Lucas County, Ohio,
lying south of Cedar Point Road.

     (f) The south four hundred (400) feet of the east one-half
(1/2) of the west one-half (1/2) of that part of lot number two (2)
in Section number twenty-seven (27), Town nine (9) South,
Range eight (8) East in Oregon Township, Lucas County, Ohio,
lying south of Cedar Point Road.

     (g) The south four hundred (400) feet of the east one-half
(1/2) of that part of lot number two (2) in Section number twenty-
seven (27), Town nine (9) South, Range eight (8) East, in
Oregon Township, Lucas County, Ohio, lying south of Cedar
Point Road.

     (h) The south four and sixty-one hundredths (4.61) acres
of the east fourteen and one-half (14 1/2) acres of that part of
lot number one (1) of Section twenty-seven (27), Town nine (9)
South, Range eight (8) East in Oregon Township, Lucas County,
Ohio, that lies south of the center line of the public road, running
in an easterly and westerly direction.

     (i) The south three and one-half (3 1/2) acres of that part
of lot number one (1) in Section twenty-seven (27), Town nine
(9)  South, Range eight (8), East in Oregon Township, Lucas
County, Ohio, that lies south of the center line of the public road
ruling in an easterly and westerly direction, excepting there-
from the east twenty-nine (29) acres thereof.

     (j) The south four and one-half (4 1/2) acres of the west four-
teen and one-half (14 1/2) acres of the east twenty-nine (29) acres
of that part of lot number one (1) of Section twenty-seven (27),
Town nine (9) South, Range eight (8) East, in Oregon Township,
Lucas County, Ohio, which lies south of the center line of the
public road, running in an east and west direction.


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                                                                            (TE)

          (k) That portion of the West Twenty-six and Thirty-three
      hundredths (26.33) acres of the Northwest quarter (1/4) of the
      Southwest quarter (1/4) of Section twenty-six (26), Town nine
      (9) South, Range eight (8) East, in Oregon Township, Lucas
      County, Ohio, described as follows:

          Beginning at a point on the Easterly boundary of the above
      described premises which is eighty-three (83) feet (measured
      along said Easterly boundary) North of the Southeast corner
      of said premises thence Northerly along said East boundary
      line a distance of four hundred one (401) feet to a point; thence
      in a southwesterly direction along a straight line to a point on
      the Westerly boundary of the above premises which is four
      hundred twenty-one (421) feet (as measured along said West
      line) North of the Southwest corner of said premises; thence
      Southerly along said West line of said premises a distance of
      four hundred one (401) feet to a point; thence Northeasterly in
      a straight line to the point of beginning.

          (l) The south five hundred (500) feet of the east fourteen
      (14) acres of the northwest quarter (14) of the southwest quarter
      (1/4) of Section twenty-six (26), Town nine (9) South, Range
      eight (8) East, in Oregon Township, Lucas County, Ohio.

          (m) The South five hundred (500) feet of the Northeast
      quarter (14) of the Southwest quarter (1/4) of Section twenty-six
      (26), Town nine (9) South, Range eight (8) East, in Oregon
      Township, Lucas County, Ohio.

    4.  Mulberry Substation, situated in the City of Toledo, Lucas
County, Ohio.  Said premises being more particularly described as:

          Lots numbers eight-seven (87) and eighty-eight (88) in
      Bittner's Central Addition to the City of Toledo, Lucas County,
      Ohio.

    5.  Genoa Substation, situated in Clay Township, Ottawa County,
Ohio, Said premises being more particularly described as:

          Being a parcel of land located in the west half of Section
      28, Clay Township, Ottawa County, Ohio, and more particularly
      described as follows:

          Beginning at a point at the intersection of the original
      center line of the Toledo-Elmore Road and the north and south
      quarter section line of Section 28; said point being 33.55 feet




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      south of the iron pin at the center of Section 28 thence north
      48 degrees-40' west in the original center line of the Toledo-Elmore
      Road a distance of 268.39 feet to a point; thence north 41 degrees-20'
      east and passing through the center line of an iron pin at 30
      feet a distance of 201.50 feet to an iron pin; thence south 75 degrees-36'
      east a distance of 70.64 feet to an iron pin in the north and south
      quarter section line of Section 28; thence south 0 degrees in the said
      quarter section line and passing through the center line of the
      iron pin at the center of Section 28, a distance of 310.98 feet
      to the place of beginning and containing 0.865 acres of land
      but subject to all legal highways.

          This description is based upon the assumption that the
      laid north and south quarter section line bears north 0 degrees.

    6.  Millersville Substation, situated in Jackson Township, San-
dusky County, Ohio. Said premises being more particularly described
as:

          Situated in the Township of Jackson, County of Sandusky
      and State of Ohio and being a parcel of land in the east half
      of the southwest quarter of Section Number eight (8), Town-
      ship four (4) north, Range fourteen (14) east and more fully
      described as commencing at the intersection of the center line
      of the Greensburg Pike with the north and south half section
      line of said Section eight (8); then south along said half section
      line a distance of two hundred twenty-five (225) feet; thence
      west at right angles a distance of one hundred thirteen (113)
      feet; thence north, at right angles, to the center line of the
      Greensburg Pike; and thence northeasterly along the center
      line of said Greensburg Pike to the place of beginning.

    7.  Napoleon Substation, situated in Liberty Township, Henry
County, Ohio.  Said premises being more particularly described as:

          A tract of land in the Northeast quarter (1/4) of Section
      Seven (7), Town Five (5) North, Range Seven (7) East, Liberty
      Township, Henry County, Ohio, more particularly described as
      follows:

          Beginning at an iron pipe at the point where the Easterly
      line of Section Seven (7) intersects the Southerly right-of-way
      line of the Wabash Railroad; thence Southerly along the East-
      erly line of said Section Seven (7) a distance of three hundred
      eighty feet (380) to an iron pipe; thence Westerly at right



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      angles a distance of three hundred feet (300) to an iron pipe;
      thence Northerly at right angles and parallel to the Easterly
      line of said Section Seven (7) a distance of one hundred eighty-
      eight feet (188) to an iron pipe on the Southerly right-of-way
      line of said Wabash Railroad; thence Northeasterly along the
      Southerly right-of-way line of said railroad on a curve with a
      radius of eleven thousand four hundred three and two tenths
      feet (11403.2) a distance of three hundred fifty-six feet (356)
      to the point of beginning containing one and ninety-seven hun-
      dredths (1.97) acres of land, more or less but subject to all legal
      highways and easements of record.

    8.  Greensburg Substation, situated in Montgomery Township,
Wood County, Ohio. Said premises being more particularly described
as:

          Located in the Northwest quarter (14) of Section 13, Town
      4 North, Range 12 East, in Montgomery Township, Wood
      County, Ohio, and more particularly bounded and described as
      follows:

          Beginning at the Northwest corner of said Section 13; thence
      southerly along the west line of said Section 13 a distance of
      two hundred thirty (230) feet to a point; thence easterly
      parallel with and two hundred thirty (230) feet southerly from
      the north line of said Section 13 a distance of two hundred forty-
      eight (248) feet to a point; thence northwesterly a distance of
      two hundred thirty-three (233) feet to a point on the north line
      of said Section 13 which is two hundred ten and one-half
      (210.5) feet easterly along said north line from the northwest
      corner of said section; thence westerly along the north line of
      said Section 13 to the place of beginning.

    9.  Carroll Substation, situated in Carroll Township, Ottawa
County, Ohio. Said premises being more particularly described as:

          Situated in the Township of Carroll, County of Ottawa and
      State of Ohio, and being a parcel of land in Section number
      Eighteen (18), Township Number Seven (7), Range Number
      Fifteen (15), particularly described as follows:

          Commencing at the point of intersection of the East line
      of the Benton-Carroll, Town Line Road, also known as County
      Road Number 23, with the south line of the Toussaint East Road,
      also known as County Road Number 93; thence east in the south




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      line of said Road Number 93 one hundred (100) feet to a point;
      thence south, parallel to said east line of Road Number 23, one
      hundred (100) feet to a point; thence west, parallel with said
      south line of Road Number 93, one hundred (100) feet to the
      said east line of Road Number 23; thence north in said east line
      of Road Number 23 to the point of beginning, and containing
      approximately one-quarter (1/4) acre, more or less;

          Also, that part of said Roads Numbered 23 and 93, lying
      east and south of the center lines of said roads, within the east
      and south lines extended, of the parcel above described; but
      subject to all legal highways.

    10. Oak Harbor Substation, situated in the Village of Oak Harbor,
Ottawa County, Ohio. Said premises being more particularly described
as:

          Situated in the Village of Oak Harbor, County of Ottawa,
      and State of Ohio, and known as and being the east part of lot
      forty-one (41) of Block one hundred and thirty (130) in Ward-
      low's Division of said Village and more particularly described as
      follows:

          Commencing at the Northeast corner of said lot; thence
      running west fifty (50) feet; thence south one hundred and
      twenty (120) feet; thence east fifty (50) feet; thence north one
      hundred twenty (120) feet and to the place of beginning.

    11. A parcel of land situated in the Village of Oak Harbor,
Ottawa County, Ohio. Said premises being more particularly described
as:

          Situated in the Village of Oak Harbor, Township of Salem,
      County of Ottawa and State of Ohio and being the westerly
      one hundred (100) feet of Lots numbered Fifty (50) and Fifty-
      one (51) in Block numbered One Hundred forty (140) in the
      Plat of Wardlow's Addition to said Village, and more particu-
      larly described as follows:

          Beginning at the northwest corner of said Lot No. Fifty
      (50); thence east in the north line of said Lots numbered Fifty
      (50) and Fifty-one (51) one hundred (100) feet to a point; thence
      south parallel to the west line of said Lot No. Fifty (50) to the
      Portage River; thence westerly along said river to a point in
      the west line extended southerly of said Lot No. Fifty (50);
      thence north in the west line of said Lot No. Fifty (50) to the



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      northwest corner thereof and place of beginning, subject to all
      legal highways. Being the same parcel excepted in Deed dated
      December 31, 1945, from The Ohio Public Service Company,
      predecessor in title to Ohio Edison Company, to The Toledo
      and Eastern Railroad Company.

    12. Parcels of land situated in Oregon Township, Lucas County,
Ohio. Said premises being more particularly described as:

          (a) Lots numbers Fourteen (14), Fifty-four (54), Fifty-
      five (55) and Fifty-six (56) in Brookhaven, a Subdivision in
      Oregon Township, Lucas County, Ohio.

          (b) Lots numbers One hundred fifty-six (156), One hun-
      dred fifty-seven (157), One hundred fifty-eight (158), and One
      hundred fifty-nine (159) in East Harbor First Extension, a Sub-
      division in Oregon Township, Lucas County, Ohio.




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     1. An additional parcel comprising part of the right of way for the
Toledo Outer Belt Steel Tower Transmission Line in Lucas County, Ohio,
described as:

           The northeasterly twelve and one-half (12 1/2 feet of lot num-
       ber twenty-six (26) and the southwesterly eighteen and one-half
       (18 1/2) feet of lot number twenty-seven (27) in Block number forty-
       five (45) in North Toledo, a Subdivision in the City of Toledo, Lucas
       County, Ohio.

     2. An additional parcel comprising part of the right of way for the
Toledo-Pemberville 138 KW. Transmission Line in Lucas County, Ohio,
described as:

           The east five (5) acres of the North one-half (1/2) of the east
       one-half (1/2) of the East one-half (1/2) of the Southwest quarter




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       (1/4) of Section three (3), Town Ten (10) South, Range eight (8)
       East, in the City of Oregon, Lucas County, Ohio.

    3. West Fremont Substation, situated in Sandusky Township, Sandusky
County, Ohio, and described as:

           Situated in the Township of Sandusky, County of Sandusky and
       State of Ohio, and being the west five hundred (500) feet of that
       part of the north ninety (90) acres of the southwest quarter (1/4)
       of Section number twenty (20), Township five (5) north, Range
       fifteen (15) east, as lies north and east of the New York Central
       Railroad's right-of-way through the southwest quarter (1/4) of said
       Section.
           Excepting therefrom a strip of land forty (40') feet wide
       northeasterly of and adjacent to the New York Central Railroad's
       right-of-way, but the Company shall have the right to overhang said
       forty (40) foot with electric transmission lines and ground wires as
       required by the Company.

     4. Ottawa Substation, situated in Salem Township, Ottawa County,
Ohio, and described as:

           Situated in the Township of Salem, County of Ottawa and
       State of Ohio, and being the west four hundred fifty (450) feet of
       that part of the east 1/2 of the east 1/2 of the northwest 1/4 of Section
       eleven (11), Township number six (6) north, Range fifteen (15)
       east which is bounded on the south by a line one thousand (1000)
       feet north of and parallel to the east-west centerline of Section eleven
       (11) and bounded on the north by the center line of the Green Bayou.

     5. Oak Harbor Substation #2, situated in Salem Township, Ottawa
County, Ohio, and described as:

           Situated in the Township of Salem, County of Ottawa and State
       of Ohio, and being in the southeast quarter (1/4) of Section number
       six (6), Township Number six (6) north, Range number fifteen
       (15) east, more particularly described as follows:
           Commencing at the intersection of the east line of Section
       Number six (6) with the center line of State Route No. 105;





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           thence north in the center line of Toussaint-Portage Road in #92
       (said center line being also the east line of Section Number six (6)
       a distance of two hundred eighty-two and sixteen hundredths
       (282.16) feet to a point;

           thence westerly at right angles a distance of two hundred seventy
       and no tenths (270.0) feet to a point;

           thence south parallel with the east line of Section Number six
       (6), to the center line of State Route No. 105;

           thence northeasterly in the center line of State Route No. 105
       to the place of beginning.

    6. Addition to Ryan Substation, situated partly in the City of Toledo
and partly in the City of Oregon, Lucas County, Ohio, and described as:

           That part of lots numbers eighteen (18) and nineteen (19)
       of Phelp's Subdivision of the east one-half (1/2) of the northwest
       quarter (1/4) and the west one-half (1/2) of the northeast quarter
       (1/4) of Section five (5), Town ten (10) south, Range eight (8) east,
       situated partly in the City of Toledo and partly in Oregon Town-
       ship, Lucas County, Ohio, lying east of the right of way of the Toledo
       Terminal Rail Road Company and west of a line two hundred ten
       (210) feet west of and parallel with the east line of said lots num-
       bers eighteen (18) and nineteen (19), excepting therefrom the
       north sixty (60) feet of the east ninety-four (94) feet thereof con-
       veyed to the City of Toledo for street purposes and excepting there-
       from that part thereof conveyed to The Toledo, Port Clinton and
       Lakeside Rail Road Company by deeds recorded in Volume 306
       of Deeds, page 455 and Volume 388 of Deeds, page 151.

    7.  Addition to Richland Substation, situated in Richland Township,
Defiance County, Ohio, and described as:

           Situated in the Township of Richland, County of Defiance, and
       State of Ohio and known as:

           A part of the Northeast quarter (1/4), Section Eighteen (18),
       Town Four (4) North, Range Five (5) east and more particularly
       described as follows:



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           Beginning at a corner stone located at the point of intersection
      of West line of the Northeast quarter (1/4) of Section Eighteen (18)
      and the Northerly right of way line of the Wabash Railroad; thence
      North on and along said West line of the Northeast quarter (1/4),
      Section Eighteen (18), a distance of Five Hundred Sixty-six (566)
      feet to a point; thence East at an angle of Eighty-nine (89) degrees
      and Fifty-one (51) minutes and a distance of Eight Hundred Sixty-
      six and Seventy-five hundredths (866.75) feet to a point; thence
      South at an angle of Ninety (90) degrees and Zero (0) minutes
      and a distance of Sixty (60) feet to a point on the Northerly right
      of way line of the Wabash Railroad; thence Southwest at an angle
      of One Hundred Twenty (120) degrees and Thirteen (13) minutes
      and on and along said Northerly line of the Wabash Railroad, a dis-
      tance of One Thousand Five and Forty-two hundredths (1005.42)
      feet to the place of beginning, containing Six and Twenty-three
      hundredths (6.23) acres.

    8.  Decant Substation Site, situated in Jerusalem Township, Lucas
County, Ohio, and described as:

           The east one hundred fifty (150) feet of the north one hundred
       fifty (150) feet of the east five (5) acres of the north twenty (20)
       acres of the southeast quarter (1/4) of Section ten (10) Town ten
       (10) south, Range nine (9) east, Jerusalem Township, Lucas
       County, Ohio.

     9. Bellevue Road Substation Site, situated in the City of Toledo, Lucas
County, Ohio, and described as:

           Lots numbers three hundred four (304), three hundred five
       (305) and three hundred six (306) in Broadmoor Addition in the
       City of Toledo, Lucas County, Ohio.





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    1. Additional parcels comprising part of the site of the Acme Steam
Electric Station, in Toledo, Lucas County, Ohio, and described as:

       Parcel 1: That part of Parcel 2 on the Plat made by Commis-
    sioners in Partition in Cause Number 38019 in Common Pleas Court,
    Lucas County, Ohio, of part of the southeast fraction of Section 31,
    Town nine (9) South, Range eight (8) East in the City of Toledo,
    Lucas County, Ohio, bounded and described as follows: Beginning at
    a point distant of fifteen (15.00) feet measured northwestwardly and at
    right angles from an iron pin in the center line of Track No. 17 of
    railroad of The Connecting Railway Company, said beginning point
    being also at the distance of two hundred twenty-four (224.00) feet
    measured north thirty-nine (39) degrees, two (02) minutes, sixteen (16)
    seconds west from an iron monument in the northwesterly line of Front
    Street, eighty (80.00) feet wide, said iron monument being at a distance
    of forty (40.00) feet measured northwestwardly and at right angles
    from a point in the middle line of said Front Street, said last mentioned
    point being at a distance of one thousand four hundred forty-five and
    seventy-two hundredths (1445.72) feet measured northwestwardly
    along the said middle line of Front Street, from a stone at the point of



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meeting with the middle of Main Street. Extending from said begin-
ning point the following four (4) courses and distances:

      (1) North thirty-nine (39) degrees, two (02) minutes, sixteen
  (16) seconds west four hundred twenty-six (426) feet to a point;
  (said course also being the southwesterly line of said Parcel 2 on
  said Partition Plat);

      (2) North fifty (50) degrees, fifty-seven (57) minutes, forty-
  four (44) seconds east, three hundred fifty-nine (359.00) feet to
  a point;

      (3) South thirty-nine (39) degrees, two (02) minutes, sixteen
  (16) seconds east, four hundred twenty-six (426) feet to a point dis-
  tant fifteen (15.00) feet measured northwestwardly and at right angles
  from another iron pin in the said centerline of Track No. 17; (said
  course also being the northeasterly line of said Parcel 2 on said
  Partition Plat); and thence

      (4) South fifty (50) degrees, fifty-seven (57) minutes, forty-
  four (44) seconds west on a line parallel with and distant fifteen
  (15.00) feet measured northwestwardly and at right angles from the
  said centerline of Track No. 17, said course being also on a line
  parallel with and distant two hundred twenty-four (224.00) feet
  measured northwestwardly and at right angles from the said north-
  westerly line of Front Street, three hundred fifty-nine (359.00) feet
  to the place of beginning.

    Parcel 2:  A parcel of land being part of Parcel 2 on a plat made
by the Commissioners in Partition, Cause No. 38019 in Common Pleas
Court, Lucas County, Ohio of part of the southeast fraction of Section
31, Town nine (9) South, Range eight (8) East in the City of Toledo,
Lucas County, Ohio, said parcel being bounded and described as follows:
    Commencing at a stone located at the intersection of the middle
line of Main Street with the middle line of Front Street; thence along the
said middle line of Front Street having an assumed bearing of north
fifty (50) degrees, fifty-seven (57) minutes, forty-four (44) seconds
east a distance of one thousand four hundred forty-five and seventy-two
hundredths (1445.72) feet to the intersection of the southwesterly line
of said Parcel 2 on the plat made by the Commissioners in Partition as
extended in a southeasterly direction; thence north thirty-nine (39) de-
grees, two (02) minutes, sixteen (16) seconds west along the last



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described line a distance of forty (40.00) feet to the intersection of the
northwesterly right of way line of Front Street, said intersection being
the true point of beginning; thence continuing north thirty-nine (39)
degrees, two (02) minutes, sixteen (16) seconds west along the said
southwesterly line of Parcel 2 on the plat made by the Commissioners in
Partition in Cause No. 38019 in Common Pleas Court, Lucas County,
Ohio, a distance of one hundred ninety-four (194.00) feet to the inter-
section of the southeasterly right of way line of Track No. 17 of The
Connecting Railway Company bearing north fifty (50) degrees, fifty-
seven (57) minutes, forty-four (44) seconds east, said last described
line also being fifteen (15.00) feet southeasterly of and parallel to the
centerline of said Track 17 of The Connecting Railway Company; thence
north fifty (50) degrees, fifty-seven (57) minutes, forty-four (44)
seconds east along the southeasterly right of way line of Track No. 17
of The Connecting Railway Company a distance of three hundred fifty-
nine (359.00) feet to a point; thence south thirty-nine (39) degrees,
two (02) minutes, sixteen (16) seconds east along the northeasterly line
of Parcel 2 on the plat made by the Commissioners in Cause No. 38019
in Common Pleas Court, Lucas County, Ohio, a distance of one hundred
ninety-four (194.00) feet to the intersection of the said northwesterly
right of way line of Front Street; thence south fifty (50) degrees, fifty-
seven (57) minutes, forty-four (44) seconds west along the said north-
westerly right of way line of Front Street a distance of three hundred
fifty-nine (359.00) feet to the true point of beginning, excepting there-
from a parcel of land bounded and described as follows:
    Commencing at a stone located at the intersection of the middle
line of Main Street with the middle line of Front Street; thence along
the said middle line of Front Street having an assumed bearing of north
fifty (50) degrees, fifty-seven (57) minutes, forty-four (44) seconds
east a distance of one thousand four hundred forty-five and seventy.two
hundredths (1445.72) feet to the intersection of the southwesterly line
of said Parcel 2 on the Plat made by the Commissioners in Partition
as extended in a southeasterly direction; thence north thirty-nine (39)
degrees, two (02) minutes, sixteen (16) seconds west along the last
described line, a distance of two hundred thirty-four (234.00) feet to
the intersection of the southeasterly right of way line of Track No. 17
of The Connecting Railway Company bearing north fifty (50) degrees,
fifty-seven (57) minutes, forty-four (44) seconds east, said last





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described line also being drawn fifteen (15.00) feet southeasterly of
and parallel to the centerline of Track No. 17 of The Connecting Rail-
way Company; thence north fifty (50) degrees, fifty-seven (57) min-
utes, forty-four (44) seconds east along the said southeasterly right of
way line of Track No. 17 of The Connecting Railway Company a dis-
tance of fifty hundredths (0.50) feet to the true point of beginning;
thence continuing north fifty (50) degrees, fifty-seven (57) minutes,
forty-four (44) seconds east along the said southeasterly right of way
line of Track No. 17 of The Connecting Railway Company a distance
of eighty-two and sixty-eight hundredths (82.68) feet to the intersection
of an arc of curve (to the right); thence along said arc of curve (to
the right) a distance of one hundred twenty-eight and forty hundredths
(128.40) feet to a point of reverse curve, (said curve having a radius
of three hundred sixty-three and thirty-six hundredths (363.36) feet,
a central angle of twenty (20) degrees, fourteen (14) minutes, fifty
(50) seconds and a long chord of one hundred twenty-seven and
seventy-four hundredths (127.74) feet bearing north eighty-one (81)
degrees, thirty (30) minutes, forty-six (46) seconds east); thence along
the arc of the said reverse curve (to the left) a distance of one hundred
eighty-five and sixty-six hundredths (185.66) feet to the intersection of
the northeasterly line of said Parcel 2 on the Plat made by the Commis-
sioners in Partition (said curve having a radius of three hundred
forty-six and sixty hundredths (346.60) feet, a central angle of thirty
(30) degrees, forty-one (41) minutes, twenty-eight (28) seconds and
a long chord of one hundred eighty-three and forty-five hundredths
(183.45) feet bearing north seventy-six (76) degrees, seventeen (17)
minutes, twenty-seven (27) seconds east); thence south thirty-nine
(39) degrees, two (02) minutes, sixteen (16) seconds east along the
said northeasterly line of Parcel 2 on the Plat made by the Commis-
sioners in Partition, a distance of twenty and twenty-nine hundredths
(20.29) feet to the intersection of an arc of curve (to the right); thence
along said arc of curve (to the right) a distance of one hundred ninety-
nine and eighty-nine hundredths (199.89) feet to a point of reverse
curve, (said curve having a radius of three hundred sixty-six and sixty
hundredths (366.60) feet, a central angle of thirty-one (31) degrees,
fourteen (14) minutes, twenty-six (26) seconds and a long chord of
one hundred ninety-seven and forty-two hundredths (197.42) feet bear-
ing south seventy-six (76) degrees, zero (00) minutes, fifty-eight (58)
seconds west; thence along the arc of the said reverse curve (to the left)



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a distance of one hundred ninety-nine and forty-nine hundredths
(199.49) feet to the true point of beginning, (said curve having a
radius of three hundred forty-three and thirty-six hundredths (343.36)
feet, a central angle of thirty-three (33) degrees, seventeen (17) min-
utes, twenty-two (22) seconds and a long chord of one hundred ninety-
six and seventy hundredths (196.70) feet bearing south seventy-four
(74) degrees, fifty-nine (59) minutes, thirty (30) seconds west).

    Parcel 3: Parcel number 3 on the Plat made by Commissioners
in Partition in Cause Number 38019 in Common Pleas Court of
Lucas County, Ohio, of part of the southeast fraction of Section 31,
Town nine (9) South, Range eight (8) East in the City of Toledo,
Lucas County, Ohio, excepting therefrom the right of way of the Rolling
Mill Railroad Company (now known as The Connecting Railway Com-
pany) and excepting therefrom the following described premises:

    Beginning at a point on the northwest Line of Front Street one hun-
dred seven and eighty-six hundredths (107.86) feet southwesterly from
the northeasterly line of said Parcel number 3, thence northeasterly along
the northwesterly line of Front Street a distance of one hundred seven
and eighty-six hundredths (107.86) feet to the northeasterly line of
Parcel 3 of said Partition Plat; thence northwesterly along the north-
easterly line of Parcel number 3 of said Partition Plat a distance of
one hundred seventy-three and fourteen hundredths (173.14) feet to
a point; thence on an angle deflecting to the left of six (6) degrees,
five (5) minutes, forty-five (45) seconds, a distance of twenty-two
and twenty-five hundredths (22.25) feet to the southeast Line of the
right of way of The Rolling Mill Railroad Company (now known as
The Connecting Railway Company); thence southwesterly along the
southeasterly line of said right of way to its point of intersection with
a line drawn at right angles to the place of beginning and one hundred
ninety-four (194) feet northwesterly therefrom thence southeasterly
a distance of one hundred ninety-four (194) feet to the place of
beginning.

2.  Clyde Generating Station, Sandusky County, Ohio, and described as:

    Situate in the Village of Clyde, County of Sandusky and State of
Ohio, and being a part of Inlot Numbered Six Hundred Eleven (611)





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and Outlot Numbered Seventeen (17), more particularly described as
follows:

    Commencing at a point on the south line of South Street at a point
one hundred four and fifteen hundredths (104.15) feet westerly from
the intersection of the south line of South Street with the west line of
Mulberry Street, said point of intersection being the northeast corner
of Inlot Numbered Six Hundred Eleven (611); thence south with an
interior angle of eighty-seven (87) degrees, a distance of sixty-four
(64) feet to an iron pipe, on a line between the water treatment plant
building and electric power plant building; thence easterly with an
interior angle of two hundred seventy (270) degrees, a distance of four
(4) feet to an iron pipe; thence south with an interior angle of ninety
(90) degrees, a distance of seventeen and one tenth (17.1) feet to an
iron pipe; thence west with an interior angle of ninety (90) degrees,
a distance of six and six tenths (6.6) feet to an iron pipe; thence
south with an interior angle of two hundred seventy (270) degrees and
on a line between said water treatment plant building and electric
power plant building a distance of sixty-one (61) feet to an iron pipe;
thence west with an interior angle of ninety (90) degrees, a distance
of eighty-one (81) feet to an iron pipe; thence north with an interior
angle of ninety (90) degrees, a distance of forty-one and two tenths
(41.2) feet to an iron pipe; thence westerly with an interior angle of
two hundred seventy (270) degrees, a distance of nineteen and three
tenths (19.3) feet to the outside east wall of an existing cement block
building; thence northerly along the easterly wall of said cement block
building, a distance of eight tenths (0.8) feet to the northeast corner
thereof; thence westerly along a line drawn parallel with and adjacent
to the northerly outside wall of said cement block building, a distance
of sixty-four and one tenth (64.1) feet to an iron pipe; thence north
with an interior angle of ninety (90) degrees, a distance of thirty-two
(32) feet to an iron pipe; thence west with an interior angle of two
hundred seventy-three (273) degrees, ten minutes (10), a distance
of one hundred thirteen and nine tenths (113.9) feet to an iron pipe;
thence north with an interior angle of ninety (90) degrees, a distance
of fifty-nine and fifteen hundredths (59.15) feet to an iron pipe set
on the south line of said South Street; thence east with an interior angle
of ninety (90) degrees and sixteen (16) minutes and on and along the
south line of South Street, a distance of two hundred eighty-four and




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    five tenths (284.5) feet to the place of beginning forming an angle of
    enclosure of eighty-seven (87) degrees.

        Said Village shall have the right and easement in perpetuity as to
    the property above described, and the purchaser shall have the right
    and easement in perpetuity as to the property of said Village adjoining
    the above described property (including South Street and property
    located north of South Street), to continue in place, use, repair and
    replace all existing cables, water, gas, oil, steam, heating, sewer or other
    pipe line, ducts, metering equipment, and existing roads, driveways and
    alleys for ingress and egress by foot or vehicle.
        All easement rights and rights of way, whether acquired by grant
    or otherwise, used or usable in connection with the Electric System
    formerly owned by the Village of Clyde, and matters incident thereto.

    3. Additional parcels comprising part of the right-of-way for the Toledo
Outer Belt Steel Tower Transmission Line in Lucas County, Ohio, extending
from the Company's Ironville Substation to its Centennial Substation, and
described as:

        Parcel 1: Lot number one (1) of Assessor's Plat of Eighteen Bun-
    dred Fifty-nine (1859) of the East one-half (1/2) of the Southeast quar-
    ter (1/4) of Section Four (4), Town Nine (9) South, Range Six (6)
    East, as recorded in Volume 2-A of Plats, Page 40, Lucas County, Ohio
    records, which is situated in the Village of Sylvania, Lucas County, Ohio,
    except the North One Hundred and Forty (140) feet.

        Parcel 2: The West one (1) acre except the South four (4) feet
    of the North two (2) acres of the Nine and Seven Hundred Seventy-nine
    thousandths (9.779) acres of the East one-half (1/2) of the East one-
    half (1/2) of Section Ten (10),Town Nine (9) South, Range Seven (7)
    East, Lucas County, Ohio, lying North of, parallel to and adjoining the
    South Nineteen and Six Hundred Fifty-eight thousandths (19.658)
    acres of the North one-half (1/2) of the Northeast quarter (1/4) of the
    Southeast quarter (1/4) of Section Number Ten (10), Town Nine (9)
    South, Range Seven (7) East, Lucas County, Ohio, excepting, the right-
    of-way of The Toledo Ann Arbor and Detroit Railroad Company over
    the West Sixteen and one-half (16 1/2) feet thereof, subject to all legal
    highways, containing Nine and Seventy Hundredths (9.70) acres of
    land more or less, all of the above described property being situated in
    the Township of Washington, County of Lucas and State of Ohio.



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    Parcel 3: The easterly seven and four hundredths feet (7.04) of
Lot One Hundred Fifty-seven (157) except the South Sixty (60) feet
in Northwestern, a Subdivision in Sylvania Township, Lucas County,
Ohio.

    Parcel 4: The south twenty-nine (29) feet extending West from
the center line of Lewis Avenue one thousand (1000) feet of the south
three and sixty-six hundredths (3.66) acres of the North five and sixty-
six hundredths (5.66) acres of the Nine and seven hundred seventy-nine
thousandths (9.779) acres of the east one-half (1/2) of the East one-half
(1/2) of Section ten (10) Town nine (9) South, Range seven (7) East,
Lucas County, Ohio lying North of, parallel to and adjoining the south
nineteen and six hundred fifty-eight thousandths (19.658) acres of the
north one-half (1/2) of the northeast quarter (1/4) of the southeast quar-
ter (1/4) of Section number ten (10) Town nine (9) south, Range seven
(7) East, Lucas County, Ohio, excepting the right-of-way of the Toledo
Ann Arbor and Detroit Railroad Company over the west sixteen and
one-half (16 1/2) feet thereof, subject to all legal highways, containing
nine and seventy hundredths (9.70) acres of land more or less; all the
above described property being situated in the Township of Washington,
County of Lucas and State of Ohio.
    Said parcel is also sometimes described as follows: The south 29
feet extending West from the center line of Lewis Avenue, 1000 feet of
the North one and eighty-three hundredths (1.83) acres of the south
five and eighty-three hundredths (5.83) acres of that part of the east
one-half (V:) of the Northeast quarter (1/4) of Section ten (10) Town
nine (9) South, Range seven (7) East, in Washington Township, Lucas
County, Ohio, that lies East of the West sixteen and one-half (16 1/2)
feet.

    Parcel 5:  That part of the north one-half (1/2) of the northeast
quarter (1/4) of Fractional Section twenty (20), Town nine (9) South,
Range eight (8) East in the City of Toledo, Lucas County, Ohio,
described as follows;

    Beginning at a point on the center line of Suder Avenue (formerly
Ten Mile Creek Road) which is six hundred eighty-six and two tenths
(686.2) feet northwesterly of the north line of Original lot number one
(1); thence northwesterly along the center line of Suder Avenue to a





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    point that is four hundred sixty-seven (467) feet southeasterly from the
    intersection of the center line of Suder Avenue and the north line of said
    Section; thence easterly along a line parallel to the north line of said
    Section a distance of five hundred fifty (550) feet to a point that is four
    hundred sixty-three and one hundredth (463.01) feet southerly of the
    north line of Section twenty (20); thence southerly to a point on a line
    that is four hundred ninety-five and one-tenth (495.1) feet easterly of
    the center line of Suder Avenue and measured from a point six hundred
    eighty-six and two-tenths (686.2) feet northwesterly of the north line of
    Original lot number one (1) at an angle of ninety-seven (97) degrees
    twenty-two (22) minutes with the said center line of Suder Avenue,
    thence westerly along the last described line to the place of beginning,
    except the South one hundred and sixty-four (164) feet.

        Parcel 6: Lot Number Four (4) of Northern Heights, Plat I, a
    Subdivision in the City of Toledo, Lucas County, Ohio.

        Parcel 7: Lot Number Eight (8) of Northern Heights, Plat I, a
    Subdivision in the City of Toledo, Lucas County, Ohio.

        Parcel 8: The Northeasterly Six and one-half (6 1/2) feet of the
    Northwest One Hundred Three (103) feet of Lot Number Three (3)
    of Northern Heights, Plat I, a Subdivision in the City of Toledo, Lucas
    County, Ohio.

    4. Parcels comprising part of the right-of-way for an addition to the
Toledo Belt Steel Tower Transmission Line (to serve General Mills and
Chevrolet), located formerly in Washington Township, now in the City of
Toledo, Lucas County, Ohio, and described as:

        Parcel 1: A tract of land in the western one-half of the eastern
    one-half of Section 10, Township 9 South, Range 7 East (T9S, R7E),
    Washington Township, Lucas County, Ohio, more particularly described
    as follows:

        Commencing at a concrete monument marking the intersection of the north
    line of Laskey Road 55 foot wide and the north and south 1/2 section line
    of said Section 10, said concrete monument also being south 89 degrees 11'
    50" west, 2647.15 feet along the south line of said Section 10 and north 0
    degrees 32' 30" west, 55.00 feet along the said north and south 1/2 section
    line from the southeast corner of said Section 10;



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thence north 0 degrees 32' 10' west along the said north and south 1/2 section
line, 2568.92 feet to a concrete monument marking the center of said Section
10; thence north 88 degrees 02' 40" east, 7.41 feet along said east and west
1/2 section line to a point marked by an iron pin; thence north 0 degrees 34'
20" west, 126.10 feet to an iron pin in the south line of property sold to the
General Motors Corporation by the Detroit, Toledo and Ironton Railroad Company
on August 7, 1957; and recorded on August 26, 1957, in Vol. 1669, Pages
375-6-7-8 of the Lucas County Records; thence north 88 degrees 59' 10" east
with said south property line, 60.00 feet to an iron pin; thence south 0
degrees 34' 20" east, 125.40 feet to an iron pin in the east and west 1/2
section line; thence south 88 degrees 02' 40" west, 7.41 feet along said east
and west 1/2 section line to a point; thence south 0 degrees 32' 10" east,
1338.05 feet along a line parallel to and 60 feet easterly of the north and
south 1/2 section line to a point, thence south 88 degrees 57' 50" west, 5.00
feet to a point; thence south 0 degrees 32' 10" east, 1232.10 feet along a line
parallel to and 55 feet easterly of the north and south 1/2 section line to a
point in the north line of Laskey Road; thence south 89 degrees 11' 50" west,
55.00 feet along the north line of Laskey Road to the point of beginning,
containing 3.57 acres more or less.  With the reservation of easements of
record in the Grantor, Detroit, Toledo and Ironton Railroad Company over the
following-described property:

    (a) Property located in the west 60 feet of the southeast quarter
of Section 10, Township 9 south, Range 7 east, Washington Town-
ship, Lucas County, Ohio, and being more particularly described as
follows:

    Beginning at a point in the north and south half section line of Section
10, said point being south 0 degrees 32' 10" east, 41 feet from a con- crete
monument marking the center of said section.  Thence north 89 degrees 20' 30"
east, 60 feet to a point; thence south 0 degrees 32' 10" east along a line
parallel to and 60 feet east of said half section line, 100 feet to a point;
thence south 89 degrees 20' 30" west, 60 feet to a point in said half section
line; thence north 0 degrees 32' 10" west along said half section line, 100
feet to the point of beginning; to be used for purposes of a track and its
facilities and driveway.

    (b) Property located in the west 70 feet of the northeast quarter of
Section 10, Township 9 south, Range 7 east, Washington Township,
Lucas County, Ohio, and being more particularly described as follows:



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                                                                            (TE)




        Beginning at a common corner of property sold to the General Motors
    Corporation by the Detroit, Toledo and Ironton Railroad Company on August
    7, 1957 and recorded on August 26, 1957 in Vol. 1669, Page 375, said point
    being north 88 degrees 02' 40" east, 7.41 feet and north 0 degrees 34' 20"
    west, 126.10 feet from a concrete monument marking the center of Section
    10; thence north 88 degrees 59' 10" east along a line common to said
    property sold to the General Motors Corporation, 60.00 feet to a point;
    thence south 0 degrees 34' 20" east, 100.00 feet to a point; thence north
    51 degrees 1' 42" west 77.81 feet to a point; thence north 0 degrees 34'
    20" west 50.00 feet to the point of beginning: To be used for a track and
    its facilities.

        Parcel 2: A parcel of land located in the northeast quarter of
    Section 10, Township 9 South (T9S), Range 7 East (R7E), Wash-
    ington Township, Lucas County, Ohio, and being more particularly
    described as follows:

        Beginning at a concrete monument marking the center of Section
    10; thence Easterly along the East and West half section line, said
    line being common to property deeded to the Toledo Edison Com-
    pany on October 28, 1960, 7.41 feet to an iron pipe; thence North
    0 degrees 32' 39" East along a line common to said property deeded to the
    Toledo Edison Company, 100 feet to an iron pipe; thence North
    89 degrees 52' 00" West along a line common to property deeded to the Gen-
    eral Motors Corporation on August 7, 1957, and recorded in Volume
    1669, Pages 378, 379 and 380 of Lucas County Records, 7.13 feet
    to an iron pipe; thence South 0 degrees 42' 17" West along the North and
    South half section line and a line common to the General Motors Cor-
    poration, 100 feet to the point of beginning; containing 727 square
    feet more or less.  Reserving unto the Detroit, Toledo and Ironton
    Railroad Company a 100 foot easement for a right-of-way for purposes
    of a driveway and railroad track and appurtenances.

    5. An additional parcel comprising part of the right-of-way for the
Bay Shore-Ironville Steel Tower Transmisson Line in the City of Oregon,
Lucas County, Ohio, and described as:

       Situated in the City of Oregon, County of Lucas and State of
    Ohio, and being in the West 1/3 of the Southeast 1/4 of the Southeast





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    1/4 of Section 27, Town 9 South, Range 8 East, and more fully described
    as follows:

        Commencing at the intersection of the centerline of York Street
    with the centerline of Lallendorf Road, said intersection point being
    also the Southeast Corner of Section 27;

        Thence N. 89 degrees-43'-20" W. with the centerline of said York Street
    a distance of 880.0 feet;

        Thence North, parallel with the East line of said Section 27, a dis-
    tance of 1020.0 feet to the Point of Beginning;

        Thence continuing North, parallel with the East line of said Sec-
    tion 27, a distance of 300 feet;

        Thence N. 89 degrees-43'-20" W. parallel with the South line of Section
    27, a distance of 440.00 feet;

        Thence South, parallel with the East line of Section 27, a distance
    of 300.00 feet;

        Thence S. 89 degrees-43'-20" E., parallel with the South line of Section
    27, a distance of 440.00 feet to the point of beginning, containing
    3.030 Acres.

    6. An additional parcel comprising part of the right-of-way for the
Toledo-Pemberville Double Circuit Transmission Line, located in Troy
Township, Wood County, Ohio, and described as:

        Being a parcel of land in the North part of road tract sixty-three
    (63), Troy Township, town six (6) north, range twelve (12) east,
    Wood County, Ohio, and more particularly described as follows:
    Beginning at a point in the north line of said road tract sixty-three (63),
    the same being the south right of way of U. S. Route 20 a distance
    of fourteen hundred twenty-one (1421) feet Southeasterly from the
    northwest corner of said road tract, thence south fifty-nine degrees
    (59) twenty-one minutes (21) east on said north line a distance of
    one hundred forty and no hundredths (140.00) feet; thence south
    twenty-eight degrees (28) thin six minutes (36) forty-five seconds
    (45) west a distance of two hundred forty-seven and thirty-five hun-
    dredths (247.35) feet; thence north sixty degrees (60) twenty-six min-
    utes (26) west a distance of one hundred eleven and fifty hundredths
    (111.50) feet; thence north twenty-two degrees (22) eighteen minutes
    (18) fifteen seconds (15) west a distance of two hundred fifty-two and




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                                                                            (TE)




    eight hundredths (252.08) feet to the place of beginning, containing
    seven hundred eighteen thousandths (0.718) acres.

    7. Parcels comprising part of the right-of-way for a Transmission Line
to General Motors Corporation situated in Richland Township, Defiance
County, Ohio, and described as:

         Parcel 1 Part of the Southwest Quarter (1/4) of the Northeast Quar-
    ter (1/4) of Section Eighteen (18) Town Four (4) North, Range Five
    (5)  East, Defiance County, Ohio and more definitely described as:
    Beginning at a point on the South line of the Northeast Quarter (1/4),
    Section Eighteen (18), Town Four (4) North, Range Five (5) East,
    Defiance County, Ohio, said point being thirty-six and twenty-two hun-
    dredths (36.22) feet East of the Southwest corner of said Northeast
    Quarter (1/4); thence four hundred seventy-nine and seventy hundredths
    (479.70) feet East on the Quarter Section line; thence two hundred
    seventy-eight and twenty hundredths (278.20) feet North 0 degrees-03' East
    to the South right-of-way line of the Norfolk and Western Railroad;
    thence five hundred fifty-four and seventy hundredths (554.70) feet
    Southwest along said Railroad right-of-way to the point of beginning.

         Said parcel contains one and fifty-three hundredths (1.53) acres,
    more or less.

         Parcel 2: Part of the Northwest Quarter (1/4) of the Southeast
    Quarter (1/4), Section Eighteen (18), Town Four (4) North, Range
    Five (5) East, Defiance County, Ohio, and more definitely described as:
    Beginning at a point on the North line of the Southeast Quarter (1/4),
    Section Eighteen (18), Town Four (4) North, Range Five (5) East,
    Defiance County, Ohio, said point being thirty-six and twenty-two hun-
    dredths (36.22) feet East of the Northwest corner of said Southeast
    Quarter (1/4); thence four hundred seventy-nine and seventy hundredths
    (479.70) feet East on the Quarter section line; thence one hundred
    (100) feet South 0 degrees-03' West; thence five hundred fifteen and seventy
    hundredths (515.70) feet West to the West line of the Southeast Quarter
    (1/4); thence seventy-eight and eighty hundredths (78.80) feet North
    0 degrees-06' West to the South right-of-way line of the Norfolk and Western
    Railroad; thence forty-one and ninety hundredths (41.90) feet Northeast
    along said Railroad right-of-way to the point of beginning.





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         Said parcel contains one and seventeen hundredths (1.17) acres,
    more or less.

    8.   Parcels comprising part of the right-of-way for a Transmission Line
to Owens-Illinois, Inc., situated in the Village of Lime City, Wood County,
Ohio, and described as:

         Parcel 1: Beginning at the northwest corner of Lot #87 in the
    Village of Lime City, Wood County, Ohio, thence southeasterly along
    the north line of said Lot #87, a distance of ten (10) feet; thence
    southwesterly, at right angles to the north line of Lot #87, a distance
    of forty (40) feet; thence northwesterly at right angles to the west line
    of Lot #87, a distance of fifty (50) feet to the east line of the right
    of way of the Toledo and Ohio Central Railway; thence northeasterly
    along said right of way, a distance of forty (40) feet; thence south-
    easterly a distance of forty (40) feet to the place of beginning and
    being a part of Lot #38 in said Village of Lime City, Wood County.
    Ohio, and also a part of Lot #87 in said Village.

         Parcel 2: Beginning at a point on the west line of Lot #87 in
    the Village of Lime City, Wood County, Ohio, forty (40) feet south.
    westerly of the northwest corner of said Lot #87, thence southeasterly
    on a line parallel to the north line of said Lot #87, a distance of
    ten (10) feet, thence southwesterly on a line parallel to the west line
    of said Lot #87, a distance of forty (40) feet; thence northwesterly
    at right angles to the west line of Lot #87, a distance of fifty (50)
    feet to the east line of the right of way of the Toledo and Ohio Central
    Railway, thence northeasterly along said right of way, a distance of
    forty (40) feet; thence southeasterly, a distance of forty (40) feet to
    the place of beginning and being a part of Lot #38 in said Village
    of Lime City, Wood County, Ohio, and also a part of Lot #87 in
    said Village.

    9.   East Toledo Substation, situated in the City of Toledo, Lucas
County, Ohio, and described as:

         Lot number eighty-two (82) in the Yondota Division of the
    City of Toledo, Lucas County, Ohio, according to the Old Plat thereof.




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    10.  Laskey-Talmadge Substation Site, situated in Sylvania Township,
Lucas County, Ohio, and described as:

         Parcel 1: The south one hundred (100) feet of the east three
    hundred (300) feet, measured along the Section lines of the southeast
    quarter (1/4) of the southeast quarter (1/4) of Section twelve (12),
    Town nine (9) south, Range six (6) east, in Sylvania Township, Lucas
    County, Ohio.

         Parcel 2: That part of the east one-half (1/2) of the northeast
    quarter (1/4) of the northeast quarter (1/4) of Section thirteen (13),
    Town nine (9) south, Range six (6) east, in Sylvania Township,
    Lucas County, Ohio, lying north of the centerline of Laskey Road,
    together with that part of the east forty-two and eighty-seven hundredths
    (42.87) feet of the west one-half (1/2) of said northeast quarter (1/4)
    of the northeast quarter (1/4) of Section thirteen (13), Town nine (9)
    south, Range six (6) east in Sylvania Township, Lucas County, Ohio,
    lying north of the centerline of Laskey Road.

    11.  New Decant Substation Site, situated in Jerusalem Township,
Lucas County, Ohio, and described as:

         The north 15 acres of the north 1/2 of the east 3/4 of the east 1/2 of
    the northeast 1/4 of Section number 10, Town 10 south, Range 9, east, in
    Jerusalem Township, Lucas County, Ohio.

    12.  Whitehouse Substation located in the Village of Whitehouse, Lucas
County, Ohio, and described as:

         Being part of the East 1/2 of the Southwest 1/4 of Section 35,
    Town-7-North, Range-9-East, Village of Whitehouse, Lucas County,
    Ohio, and more particularly described as follows:

         Beginning at the intersection of the Southeasterly right-of-way line
    of the Wabash Railroad Company right-of-way and the Northeasterly
    right-of-way line of Indianapolis Street (66 feet wide); thence South
    easterly along the Northeasterly right-of-way line of said Indianapolis
    Street a distance of 75.0 feet; thence Northeasterly along a line parallel
    to the Southeasterly right-of-way line of said Wabash Road Com-
    pany right-of-way and forming an interior angle of 90 degrees-04'-30" with





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    the last described line a distance of 142.0 feet; thence Northerly along a
    line forming an interior angle of 116 degrees-48'-32" with the last
    described line a distance of 84.03 feet to the Southeasterly right-of-way
    line of said Wabash Railroad Company right-of-way; thence Southwesterly
    along the Southeasterly right-of-way line of said Wabash Railroad Company
    right-of-way and forming an interior angle of 63 degrees-11'-28" with the
    last described line a distance of 180.0 feet to the place of Beginning.

                  Containing 0.28 Acres of land, more or less.

    13.  Clarion Avenue Substation Site in Springfield Township, Lucas
County, Ohio, and described as:

         Parcel 1: That part of the abandoned right of way of The Toledo
    and Indiana Railroad Company in the west one-half (1/2) of the south-
    west quarter (1/4) of Section ten (10), Town two (2) in the United
    States Reserve of twelve (12) miles square at the foot of the Rapids
    of the Miami of Lake Erie in Springfield Township, Lucas County,
    Ohio, bounded and described as follows:

         On the east and west by the east and west lines of lots numbers
    one hundred seven (107), one hundred eight (108) and one hundred
    nine (109) in Dorcas Farms extended northerly, on the northwest by
    the northwesterly right of way line of said The Toledo and Indiana Rail-
    road Company and on the southeast by the Northwesterly lines of lots
    numbers one hundred eight (108) and one hundred nine (109) in said
    Dorcas Farms.

         Parcel 2: Lots numbers one hundred seven (107), one hundred
    eight (108) and one hundred nine (109) in Dorcas Farms, an Addi-
    tion in Springfield Township, Lucas County, Ohio.

    14.  Wayne Substation Site, in Montgomery Township, Wood County,
Ohio, and described as:

         The north one hundred eighty (180) feet of the east one hundred
    eighty (180) feet of the northeast quarter (1/4) of Section number
    fifteen (15), Town four (4) north, Range twelve (12) east, in
    Montgomery Township, Wood County, Ohio.





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    15.  An addition to the Lemoyne Substation in Troy Township, Wood
County, Ohio, and described as:

         A parcel of land being part of Section 14, Town six (6) North,
    Range twelve (12) East in Troy Township, Wood County, Ohio, said
    parcel of land being bounded and described as follows:

         Commencing at the northwest corner of said Section 14; thence
    in a southerly direction along the westerly line of said Section 14 a
    distance of one thousand seven hundred four (1704.00) feet to the
    true point of beginning; thence in an easterly direction along a line
    drawn perpendicular to the said westerly line of section 14 a distance
    of five hundred (500.00) feet to a point; thence in a northerly direction
    along a line drawn parallel to the said westerly line of Section 14 a
    distance of four hundred eighty-three (483.00) feet to a point; thence
    in an easterly direction along a line drawn perpendicular to the last
    described line a distance of eight hundred forty-two and ten hundredths
    (842.10) feet to the intersection of the easterly line of said Section
    14; thence in a southerly direction along the said easterly line of Section
    14 a distance of nine hundred ninety-two and seventy-seven hundredths
    (992.77) feet to the intersection of the northerly line of the southerly
    one-sixth (1/6) of said Section 14; thence in a westerly direction along
    the said northerly line of the southerly one-sixth (1/6) of Section 14 a
    distance of one thousand three hundred thirty-eight and sixty-seven
    hundredths (1338.67) feet to the intersection of the said westerly line
    of Section 14; thence in a northerly direction along the said westerly
    line of Section 14 a distance of five hundred twelve and sixty-one
    hundredths (512.61) feet to the true point of beginning.

         Containing 25.048 acres.

    16.  An addition to Richland Substation, located in Richland Township,
Defiance County, Ohio, and described as:

           All that part of the northwest quarter (1/4) of Section 18 and
       the northeast quarter (1/4) of Section 18, Town 4-North, Range
       5-East in Richland Township, Defiance County, Ohio, bounded and
       described as follows:

         Parcel 1: Beginning at a point located on the north and south
    centerline of Section 18, Town 4-North, Range 5-East, in Richland





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Township, Defiance County, Ohio, said point being three hundred
seventy four and thirteen hundredths (374.13) feet north of the east
and west centerline of said Section 18; thence in a westerly direction in a
straight line forming an angle of 90 degrees with the said north and south
centerline of Section 18, a distance of five hundred twenty (520) feet to a
point; thence in a southerly direction in a straight line forming an angle of
90 degrees with the last described straight line, a distance of three hundred
seventy two and sixty four hundredths (372.64) feet to a point located on the
said east and west centerline of Section 18; thence in a westerly direction in
a straight line forming an interior angle of 89 degrees 54' with the last
described straight line, a distance of eight hundred eleven and eighty
hundredths (811.80) feet to a point; thence in a northerly direction in a
straight line forming an angle of 90 degrees with the last described straight
line, a distance of seven hundred eighty four and eighty six hun- dredths
(784.86) feet to a point; thence in an easterly direction in a straight line
forming an interior angle of 91 degrees 02' with the last described straight
line, a distance of thirteen hundred thirty and forty seven hun- dredths
(1330.47) feet to a point located on the said north and south centerline of
Section 18; thence in a southerly direction in a straight line along the said
north and south centerline of Section 18, a distance of four hundred thirty six
(436) feet to the point of beginning.  Said parcel contains nineteen and three
hundred thirty seven thousandths (19.337) acres of land, more or less.

    Parcel 2: Beginning at a point located on the north and south centerline of
Section 18, Town 4-North, Range 5-East, in Richland Township, Defiance County,
Ohio, said point being six hundred sixty and thirteen hundredths (660.13) feet
north of the east and west centerline of said Section 18; thence in a
northerly direction in a straight line, along the said north and south
centerline of Section 18, a distance of one hundred fifty (150) feet to a
point; thence in an easterly direction in a straight line forming an interior
angle of 89 degrees 35' with the last described straight line, a distance of
eight hundred sixty six and forty five hundredths (866.45) feet to a point;
thence in a southerly direction in a straight line forming an interior angle of
90 degrees 27' with the last described straight line, a distance of one hundred
fifty (150) feet to a point; thence in a westerly direction in a straight line
forming an interior angle of 89 degrees 34' with the last described straight
line, a distance of





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    eight hundred sixty six and seventy five hundredths (866.75) feet to the
    point of beginning. Said parcel contains two and nine hundred eighty
    four thousandths (2.984) acres of land, more or less.

         It is intended that the eastern boundary of Parcel 1 shall be con-
    tiguous and common with the westerly boundary of Parcel 2 and with
    the westerly boundary of that portion of the property now owned by
    The Toledo Edison Company ("Grantee") lying easterly thereof, and
    that the southern boundary of that portion of said Parcel 1 which lies
    north of property now owned by Grantee shall be contiguous and com-
    mon with the northern boundary of such property presently owned by
    Grantee. It is further intended that the southern boundary of Parcel 2
    shall be contiguous and common with the northern boundary of property
    presently owned by Grantee lying south thereof.

         To carry out said intention Grantors convey to Grantee any property
    lying between the easterly boundary of said Parcel 1 and the westerly
    boundary of said Parcel 2, and between the easterly boundary of
    said Parcel 1 and the westerly boundary of property now owned by
    Grantee as aforesaid and between the southerly boundary of Parcel 2
    and the northerly boundary of property now owned by Grantee as
    aforesaid and between the southerly boundary of said portion of Parcel
    1 and the northerly boundary of property now owned by Grantee as
    aforesaid.

    17.  An addition to the West Unity Substation in the Village of West
Unity, Williams County, Ohio, and described as:

         Situated in the Village of West Unity, County of Williams and
    State of Ohio and known as a part of Outlot Number Forty-four (44)
    of the Assessor's Plat of 1880 and now known as Outlot Number
    Thirty-eight (38) on the Assessor's Plat of 1925 of the west one-half
    (1/2) of the northwest quarter (1/4) of section eight (8), town seven
    (7) north of range four (4) east, and bounded and described as fol-
    lows, to-wit: Beginning at a point ten hundred sixty-two and one-half
    (1062.5) feet north of a stone which is the quarter-quarter stone eighty
    (80) rods west of the center of said section eight (8); thence running
    west one hundred forty-five (145) feet, thence north seventy-seven (77)
    feet, thence east sixty (60) feet to the northwest corner of Outlot num-
    ber thirty-nine (39) as shown by the Assessor's Plat of 1925; thence





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    south thirty-seven (37) feet to the southwest corner of said Outlot num-
    ber thirty-nine (39); thence east along the south line of said Outlot
    number thirty-nine (39) a distance of eighty-five (85) feet to the north
    and south quarter (1/4) section line of said section number eight (8)
    thence south forty (40) feet to the place of beginning.

    18.  Consaul Street Fly Ash Fill Site, located in the City of Toledo,
Lucas County, Ohio, and described as:

         All that part of the west 1/2 the southeast 1/4 of Section number
    32, Town 9 south, Range 8 east, in the City of Toledo, Lucas County,
    Ohio, more fully described as follows:

         Beginning at a point on the south line of Consaul Street, as now
    located 60 feet wide that is 35 feet west of the north and south center-
    line of the northwest 1/4 of the southeast 1/4 of said Section 32; thence
    east along the south line of said Consaul Street to its intersection with
    the southerly line of the abandoned railroad right of way, said right of
    way being described in deed recorded in Volume 265 of Deeds, page 255;
    thence southeasterly along the southerly line of the abandoned railroad
    right of way to a point on the north and south centerline of the northwest
    1/4 of the southeast 1/4 of said Section 32 that is 40 feet south of the
    east and west centerline of Section 32; thence southeasterly along the
    southerly line of the abandoned railroad right of way a distance of
    265.97 feet to a point that is 87.34 feet south of the east and west
    centerline of said Section 32 as measured on a line that is parallel to and
    70.0 feet west of the west line of the east 1/2 of the east 1/2 of the
    northwest 1/4 of the southeast 1/4 of said Section 32; thence south along
    the abandoned railroad right of way on a line that is parallel to the west
    line of the east 1/2 of the east 1/2 of the northwest 1/4 of the southeast
    1/4 of the said Section 32 to a point that is 140.0 feet south of the east
    and west centerline of said Section 32; thence east on a line parallel to
    the east and west centerline of said Section 32, a distance of 70.0 feet to
    the west line of the east 1/2 of the east 1/2 of the northwest 1/4 of the
    southeast 1/4 of said Section 32; thence north along the west line of the
    east 1/2 of the east 1/2 of the northwest 1/4 of the southeast 1/4 of said
    Section 32 to its intersection with the westerly right of way of the Toledo
    Terminal Railroad; thence southeasterly along the westerly right of way
    of The Toledo Terminal Railroad being a curve having




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a radIus of 326.3 feet, a distance of 530.0 feet more or less to a point
of tangency on the northwesterly right of way of the Toledo Terminal
Railroad that is 194.0 feet northeast of the west line of the east 1/2
of the east 1/2 of the northwest 1/4 of the southeast 1/4 of said Section
32; thence southwesterly along the northwesterly right of way of the
Toledo Terminal Railroad a distance of 194.0 feet to the west line
of the east 1/2 of the east 1/2 of the northwest 1/4 of the southeast 1/4
of said Section 32; thence south along the west line of the east 1/2
of the east 1/2 of the northwest 1/4 of the southeast 1/4 of said Section
32 a distance of 7.31 feet to the northwesterly right of way of the
Toledo Terminal Railroad; thence southwesterly along the northwesterly
right of way of the Toledo Terminal Railroad to its intersection with
the south line of the north 1/2 of the southeast 1/4 of said Section 32;
thence southwesterly along the northwesterly right of way of the
Toledo Terminal Railroad to the northeast corner of Lot 21 in Lietz
Addition, vacated, in the City of Toledo, Lucas County, Ohio; thence
west along the north line of said Lot 21 in Lietz Addition, vacated,
to the northwest corner of said Lot 21 in Lietz Addition, vacated;
thence southwesterly along the northwesterly right of way of the Toledo
Terminal Railroad to the north line of property conveyed to the City
of Toledo for Boulevard purposes by deed dated July 3, 1909 and
recorded in Volume 351 of Deeds, page 584; thence westerly along
the north line of property conveyed to said City of Toledo to the
north and south centerline of said Section 32; thence north along the
north and south centerline of said Section 32 a distance of 983.45
feet to a point that is 452.30 feet north of the south line of the north
1/2 of the southeast 1/4 of Section 32; thence northeasterly on an angle
of 52 degrees, 9 minutes and 30 seconds measured from north to
northeast, a distance of 241.76 feet to a point; thence northeasterly at
an angle of no degrees, 15 minutes and no seconds deflecting north
from the last described line, a distance of 99.08 feet to a point; thence
northeasterly at an angle of 6 degrees, 31 minutes and no seconds
deflecting northerly from the last described line, a distance of 188.97
feet to a point; thence southeasterly a distance of 262.52 feet to a point
on the east line of the west 1/2 of the northwest 1/4 of the southeast 1/4
of said Section 32 that is 571.70 feet south of the east and west center-
line of said Section 32; thence north along the east line of the west 1/2
of the northwest 1/4 of the southeast 1/4 of said Section 32 a distance





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    of 421.70 feet; thence west on a line parallel to the east and west center-
    line of said Section 32, a distance of 35.0 feet; thence north on a line
    parallel to the east line of the west 1/2 of the northwest 1/4 of the south-
    east 1/4 of said Section 32 a distance of 120.0 feet to the place
    of beginning.  Containing 24.715 acres.

    19.  An addition to the Employee's club, situated in the City of Maumee,
Lucas County, Ohio, and described as:

         Parcel 1: Lot number 11 in the Replat of Blocks numbers 9 and
    10 and Water Lots numbers 7, 8, 9, 10 and 11 and parts of Water lots
    numbers 6 and 12, and of parts of the abandoned streets adjoining same,
    all in Wolcotts Addition to Miami City, in the City of Maumee, Lucas
    County, Ohio, as per plat thereof recorded in Volume 37 of Plats page
    24, Lucas County, Ohio records.

         Parcel 2: That part of River Tract Number 20 in Town 3, United
    States Reserve of 12 miles square at the foot of the Rapids of the Miami
    of Lake Erie in the City of Maumee, Lucas County, Ohio, bounded as
    follows, to wit: Beginning on the southerly line of Wolcott Street at a
    point 15 feet northeast of the west line of said River Tract 20 (which
    point is also the northeast corner of land conveyed to The Maumee
    Valley Electric Company by deed recorded in Volume 351 of Deeds,
    page 399 and by deed recorded in Volume 356 of Deeds, page 38 Lucas
    County, Ohio Records), and running thence north-easterly along said
    southerly line of Wolcott Street, 121.5 feet to north-west corner of Lot
    4, Block 9 in Wolcott's Addition to Maumee, thence southeasterly along
    the southwesterly line of said lot 4 and said line projected southeasterly
    to the Maumee River, thence southwesterly along said Maumee River
    to easterly line of lands conveyed to The Maumee Valley Electric Com-
    pany as above mentioned and thence northerly along the easterly line of
    lands so conveyed to said The Maumee Valley Electric Company, to the
    place of beginning.

         Parcel 3: Beginning on the easterly side of River Tract No. 22 in
    the twelve (12) miles square reserve at the foot of the rapids of the
    Miami of Lake Erie on the south margin of Wabash and Erie Canal, at
    the water edge at any point between the west line of Forrer Street and
    the east line of Wolcott Basin in the said Wolcott Addition to Miami
    City and running thence southerly along and near the west line of said




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Forrer Street to the Maumee River, and thence up or down said Maumee
River on the bank and along the margin thereof on River Tracts Nos. 21
or 22, hereby giving, granting and conveying unto the said State of Ohio,
all the land on one or both of said River Tracts 21 and 22 sufficient for all
the necessary use and occupation of a water power sufficient to propel
fifteen (15) or sixteen (16) run of four and a half mill stones, together
with all the labor saving machinery necessary for the manufacture of
super-fine flour; the true intent and meaning of this conveyance being
to comply fully with all the terms, requirements and conditions of a
Water Lease from the said State of Ohio to John E. Hunt and James
Wolcott, executed by R. Dickenson, acting Commissioner for the Board
of Public Works, being dated the twenty-fourth day of November 1843
and being the same premises conveyed by James Wolcott to The State of
Ohio by warranty deed dated November 10, 1845 and recorded in
Volume 12, Page 615, March 24, 1847, Lucas County Record of Deeds.
The reference to River Tracts Nos. 21 and 22 hereinbefore mentioned
is in error. The records of Lucas County show the property to be located
in River Tracts Nos. 20 and 21 and being within the limits of the herein-
after described area, to wit:

    Being a part of River Tracts Nos. 20 and 21 in the twelve (12)
miles square Reserve at the foot of the Rapids of Miami of Lake Erie
of Lucas County, Ohio, lying between the old Miami and Erie Canal
(now Anthony Wayne Trail Boulevard) and the Maumee River and
more fully described as follows, to-wit:

    Beginning at the point of intersection with the north line of
Wolcott Street (now called Broadway) and the east line of said River
Tract No. 21; thence easterly along the north line of Wolcott Street
a distance of fifty-seven and nine-tenths (57.9) feet to a poet of inter-
section with the westerly line of Forrer Street; thence northwesterly
along and with the westerly line of Forrer Street a distance of four
hundred nine and seventy-seven hundredths (409.77) feet to a point
of intersection with the westerly line of said Forrer Street and the east
line of said River Tract No. 21; thence north along and with the east
line of River Tract No. 21 a distance of two hundred nine (209) feet
to a point; thence southwesterly at an angle of fifty-nine degrees and
twenty-four minutes (59 degrees-24') from the last described line (east line
of River Tract No. 21) a distance of three hundred eighty-five and





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    four-tenths (385.4) feet to a point; thence southeasterly at an angle of
    one hundred three degrees and twenty-four minutes (103 degrees-24') from
    the last described line, a distance of five hundred thirteen and thirty-two
    hundredths (513.32) feet to a point on the north line of Wolcott Street;
    now Broadway (said point being one hundred eighty-eight (188) feet
    westerly along the northerly line of Wolcott Street from point of begin-
    ning); thence continuing along the last described line to a point of
    intersection with the southerly line of Wolcott Street; thence westerly
    from the last described point along and with the southerly line of said
    Wolcott Street, now Broadway, a distance of one hundred fifteen
    (115) feet to a point; thence southerly at an angle of ninety (90)
    degrees to the last described line to the water's edge of the Maumee
    River; thence southeasterly along and with the waters edge of said
    River, to a point (A) on a line drawn at a right angle to the southerly
    line of said Wolcott Street from a point (B) located fifteen (15) feet
    easterly of the point (C) of intersection with the westerly line of River
    Tract No. 20 with southerly line of said Wolcott Street, now Broadway;
    thence northwesterly along and with said line drawn between points
    (A) and (B) to said point (B) on the southerly line of Wolcott
    Street; thence westerly along and with the southerly line of said Wolcott
    Street to the point (C) of intersection with the west line of said River
    Tract No. 20; thence north along and with the west line of said River
    Tract No. 20 to a point of intersection with the north line of said
    Wolcott Street, now Broadway, said last point described also being
    the point and place of beginning, subject to all legal highways and the
    right of way of the Toledo, St. Louis and Western Railroad Company.

    20.  The Defiance Pole Yard, located in the City of Defiance, Defiance
County, Ohio, and described as:

         Being all that part of Lots 7 and 8, Oak Park Addition, City of
    Defiance, Ohio, lying east of the center line of the B. & O. Railroad
    switch track and bounded and described as follows:

         Beginning at the northeast corner of Lot 7, Oak Park Addition;
    thence west on and along the north line of said Lots 7 and 8 a distance
    of 82.73 feet to the center line of the B. & O. Railroad switch track;
    thence southeast on and along the center line of said switch track a





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distance of 137.26 feet to the intersection with the south line of said
Lot 7; thence east on and along the south line of said Lot 7 a dis-
tance of 16.37 feet to the southeast corner of said Lot 7; thence north
on and along the east line of said Lot 7 a distance of 120.00 feet to
the place of beginning.
    Said tract of land being subject to the east one-half of the right-of-
way of said switch track and being a strip of land 10 feet wide along
the entire west side of the above described tract.

21. Clyde Service Center, Sandusky County, Ohio, and described as:

    Situated in the Village of Clyde, County of Sandusky and State of
Ohio:

    And being Inlots 306, 307, 308, 309, 310, 311, 312, and 313 in
the Village of Clyde, Sandusky County, Ohio, said inlots comprising
a triangular parcel of land bounded on the north by Maple Street, on
the east by Main Street, and on the south by the northerly line of the
New York Central Railroad and being more particularly described as
follows, to-wit: Commencing at a railroad iron located at the inter-
section of the northerly line of Maple Street and the westerly line of
Main Street, reference being made to a survey made by Henry Hughes
in 1896, and recorded in the Sandusky County Survey Records, Volume
5, Page 26, Sandusky County Commissioners Office; thence southerly
on and along the westerly line of Main Street, a distance of seventy-
four and forty-eight hundredths feet (74.48) to an iron pin located at
the northeast corner of Inlot 308, said iron pin also being the inter-
section of the southerly line of Maple Street and the westerly line of
Main Street and the place of beginning of the following described
parcel of land; thence continuing southerly on and along the westerly
line of Main Street and the easterly lines of Inlots 308, 309, 310, 311,
312, and 313, a distance of two hundred nine and forty-two hundredths
feet (209.42) to an iron pin located at the southeasterly corner of Inlot
313; thence westerly with an interior angle of 73 degrees 40 minutes
on and along the southerly lines of Inlots 313, 307 and 306 and the
northerly line of the New York Central Railroad, a distance of two
hundred twelve and eighteen hundredths (212.18) feet to an iron rod
located at the intersection of the southerly line of Maple Street and
the northerly line of the New York Central Railroad, said iron rod




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                                                                            (TE)



also being the westerly corner of Inlot 306; thence northeasterly with an
interior angle of 52 degrees 40 minutes on and along the northerly line
of Inlots 306, 307, and 308 and the southerly line of Maple Street a
distance of two hundred fifty-two and sixty-eight hundredths (252.68)
feet to an iron pin located at the northeast corner of Inlot 308 and the
place of beginning, the closing interior angle being 53 degrees 40
minutes.



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    1. Additional parcels comprising part of the site of the Bay Shore
Generating Station, situated in the City of Oregon, Lucas County, Ohio,
and described as:

         Parcel 1: The west two and five tenths (2.5) acres of the east
    five (5) acres of the west ten (10) acres of Subdivision two (2) of
    Original lots numbers one (1) and two (2) of Section twenty-three
    (23), Town nine (9) South, Range eight (8) East and of Original lot
    four (4) and the west one and ninety hundredths (1.90) acres of
    original lot number three (3) in Section twenty-four (24), Town nine
    (9) South, Range eight (8) East in the City of Oregon, Lucas County,
    Ohio, lying north of Bay Shore Road, except washout;
         Said premises also being described as follows:
         
         Two and one-half (2 1/2) acres of Subdivision lot two (2) as sur-
    veyed by Jonathan Wynn, and recorded in Volume 3 of Plats, page 63,
    Lucas County, Ohio Records, of parts of lots numbers one (1) and
    two (2) of the United States Survey in Section twenty-three (23),
    Town nine (9) South, Range eight (8) East, in the City of Oregon,





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Lucas County, Ohio, being the west one-half (1/2) of the five (5)
acres bounded and described as follows:

     Commencing two hundred nine (209) feet from the westerly
line of Subdivision lot two (2) in the center of Bay Shore Road; thence
southeast two hundred thirteen (213) feet eight (8) inches; thence
north eleven hundred twenty-four (1124) feet; thence northwest two
hundred twenty-four and one-half (224 1/2) feet; thence south eleven
hundred fifty (1150) feet to the point of beginning, except washout.
     Subject to legal highways.

     Parcel 2:  Lot number one (1) in Gibson's Subdivision of part
of Sections numbers twenty-three (23) and twenty-four (24), Town
nine (9) south, Range eight (8) east, in the City of Oregon, Lucas
County, Ohio, excepting therefrom any part thereof lying northerly of
the shore line of Maumee Bay as described in a certain deed from the
State of Ohio to the Toledo Lucas County Port Authority and re-
corded in Volume 1930 of Deeds, page 552.
     Subject to legal highways.

     Parcel 3: Lot number two (2) as surveyed by Jonathan Wynn
being parts of lots one (1) and two (2) of the United States survey
in Section twenty-three (23), Township nine (9) South, Range eight
(8) East containing twenty-four and 75/100 (24.75) acres of land,
more or less, excepting from the above described premises about five
(5) acres of land on that part which lies south of what is known as the
Bay Shore Road, said land being situate in the City of Oregon, County
of Lucas and State of Ohio; it being understood that the waters of
Maumee Bay have washed away and covered a small part of said land
at the Shore Line, excepting therefrom the following described prop-
erty: Five (5) acres of lot two (2) as surveyed by Jonathan Wynn,
being part of lots one (1) and two (2) of the United States survey in
Section twenty-three (23), Township nine (9), Range eight (8) East
bounded as follows: Commencing two hundred and nine (209) feet
from the westerly line of the whole lot as center of Bay Shore Road,
thence southeast two hundred and thirteen (213) feet and eight (8)
inches; thence north eleven hundred and twenty-four (1124) feet;
thence northwest two hundred and twenty-four and one-half (224 1/2)
feet; thence south eleven hundred and fifty (1150) feet to the place



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                                                                            (TE)

     of beginning; being situated in City of Oregon, County of Lucas and
     State of Ohio, and also excepting a certain parcel of land heretofore
     conveyed and described as follows, to-wit: the westerly five (5) acres
     of lot two (2) as surveyed by Jonathan Wynn being parts of lots one
     (1) and two (2) of the United States Survey in the County of Lucas,
     City of Oregon, and State of Ohio, in Section twenty-three, Township
     nine (9) South, Range eight (8) East, commencing on the westerly
     line of the whole lot at the center of the Bay Shore Road, thence along
     the center line of the Bay Shore Road southeast two hundred and nine
     (209) feet; thence north one thousand one hundred and fifty (1150)
     feet to Maumee Bay; thence northwest two hundred and twenty-seven
     (227) feet to the westerly line of the whole lot; thence along the
     westerly line of the whole lot eleven hundred eighty-eight (1188) feet
     south to the place of beginning and containing five (5) acres, more
     or less.

     2. Waterville Generating Station situated in River Tract 36, Village of
Waterville, Lucas County, Ohio, and described as:

     Commencing at the intersection of the west line of the New York,
     Chicago & St. Louis Railroad right-of-way formerly the Toledo, St.
     Louis & Western Railroad right-of-way and the easterly line of the
     former right-of-way of the Lima & Toledo Traction Company, thence
     southwesterly along the said line of the Lima & Toledo Traction Com-
     pany right-of-way a distance of 135 feet to the point of beginning;
     thence continuing southwesterly along the easterly line of said Lima &
     Toledo Traction Company right-of-way a distance of One Hundred
     Forty (140) feet, thence easterly at right angles to the last described
     line to the west line of the New York, Chicago & St. Louis Railroad
     right-of-way, thence northerly along the New York, St. Louis & Chicago
     Railroad right-of-way westerly line to a point where a line drawn at
     right angles to the east line of said Lima & Toledo Traction Company
     right-of-way line from the point of beginning intersects said westerly
     line of said New York, Chicago & St. Louis Railroad right-of-way,
     thence westerly along said right angle line to the point of beginning.

     3. Parcels comprising part of the right-of-way on the 345 K.V. MIIO
transmission line situated in Wood County, Ohio, and Lucas County, Ohio,
and described as:

        Parcel 1:  A parcel of land being the west five (5.00) acres
     (exactly) of the northeast one-quarter (1/4) and also the easterly one





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hundred sixty (160.00) feet of the northwest one-quarter (1/4) all in
Section 34, Town nine (9) South, Range eight (8) East in the City of
Oregon, Lucas County, Ohio, excepting from the above two described
parcels of land a parcel of land bounded and described as follows:
     Commencing at the north one-quarter (1/4) corner of said Section
34; thence in a southerly direction along the north and south centerline
of said Section 34 having an assumed bearing of south zero (00) degrees,
four (04) minutes, nineteen (19) seconds west a distance of one thou-
sand two hundred forty-seven and fifty-three hundredths (1247.53) feet
to the true point of beginning; thence north seventy-six (76) degrees,
twenty-one (21) minutes, twelve (12) seconds east along a line a
distance of eighty-four and forty-three hundredths (84.43) feet to the
intersection of the easterly line of the said west five (5.00) acres (exactly)
of the northeast one-quarter (1/4) of Section 34 bearing south zero (00)
degrees, four (04) minutes, nineteen (19) seconds west; thence south
zero (00) degrees, four (04) minutes, nineteen (19) seconds west
along the said easterly line of the west five (5.00) acres (exactly) of the
northeast one-quarter (1/4) of Section 34 a distance of one hundred
(100.00) feet to the intersection of the southerly line of the north one-
half (1/2) of the said northeast one-quarter (1/4) of Section 34; thence
south seventy-six (76) degrees, twenty-one (21) minutes, seven (07)
seconds west along a line a distance of two hundred forty-nine and
thirteen hundredths (249.13) feet to the intersection of the westerly
line of said easterly one hundred sixty (160.00) feet of the northwest
one-quarter (1/4) of Section 34 bearing north zero (00) degrees, four
(04) minutes, nineteen (19) seconds east; thence north zero (00) de-
grees, four (04) minutes, nineteen (19) seconds east along the said
westerly line of the easterly one hundred sixty (160.00) feet of the
northwest one-quarter (1/4) of Section 34 a distance of one hundred
(100.00) feet to a point; thence north seventy-six (76) degrees, twenty-
one (21) minutes, twelve (12) seconds east along a line a distance of
one hundred sixty-four and seventy hundredths (164.70) feet to the
true point of beginning.
     Also excepting from the said westerly one hundred sixty (160.00)
feet of the northwest one-quarter (1/4) of Section 34 a parcel of land
bounded and described as follows:

     Commencing at the centerline of said Section 34; thence south
eighty-nine (89) degrees, fifty-seven (57) minutes, zero (00) seconds





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west along the southerly line of the said northwest one-quarter (1/4)
of Section 34 a distance of eight and six hundredths (8.06) feet to
the intersection of a line drawn one hundred thirty-three (133.00)
feet northeasterly of and parallel to the centerline of railroad right of
way bearing south fifty-four (54) degrees, five (05) minutes, thirty-
five (35) seconds east, said intersection being the true point of be-
ginning; thence continuing south eight-nine (89) degrees, fifty-seven
(57) minutes, zero (00) seconds west along the said southerly line
of the northwest one-quarter (1/4) of Section 34 a distance of one
hundred fifty-one and ninety-four hundredths (151.94) feet to the in-
tersection of the said westerly line of the easterly one hundred sixty
(160.00) feet of the northwest one-quarter (1/4) of Section 34 bearing
north zero (00) degrees, four (04) minutes, nineteen (19) seconds
east; thence north zero (00) degrees, four (04) minutes, nineteen (19)
seconds east along the said westerly line of the easterly one hundred
sixty (160.00) feet of the northwest one-quarter (1/4) of Section 34 to
the intersection of said line drawn one hundred thirty-three (133.00)
feet northeasterly of and parallel to the centerline of railroad right of
way bearing south fifty-four (54) degrees, five (05) minutes, thirty-
five (35) seconds east; thence south fifty-four (54) degrees, five (05)
minutes, thirty-five (35) seconds east along said line drawn one hun-
dred thirty-three (133.00) feet northeasterly of and parallel to the
centerline of railroad right of way bearing south fifty-four (54) de-
grees, five (05) minutes, thirty-five (35) seconds east; thence south
fifty-four (54) degrees, five (05) minutes, thirty-five (35) seconds
east along said line drawn one hundred thirty-three (133.00) feet north-
easterly of and parallel to the centerline of railroad right of way a dis-
tance of one hundred eighty-seven and forty-one hundredths (187.41)
feet to the true point of beginning.

     Parcel 2:  A parcel of land being the westerly one hundred ten
(110.00) feet of the north one-half (1/2) of the southeast one-quarter
(1/4) of Section 34, Town nine (9) South, Range eight (8) East in the
City of Oregon, Lucas County, Ohio.
     Excepting from said westerly one hundred ten (110.00) feet of the
north one-half (1/2) of the southeast one-quarter (1/4) of Section 34
the following described parcel of land.
     Commencing at the centerline of said Section 34; thence in a
southerly direction along the westerly line of the said southeast one-





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quarter (1/4) of Section 34 having an assumed bearing of south zero
(00) degrees, four (04) minutes, nineteen (19) seconds west a dis-
tance of five and eighty-four hundredths (5.84) feet to the intersection
of a line drawn one hundred thirty-three (133.00) feet northeasterly of
and parallel to the centerline of Railroad Right of Way bearing north
fifty-four (54) degrees, five (05) minutes, thirty-five (35) seconds
west, said intersection being the true point of beginning; thence con-
tinuing south zero (00) degrees, four (04) minutes, nineteen (19)
seconds west along the said westerly line of the southeast one-quarter
(1/4) of Section 34 a distance of three hundred twenty-eight and ten
hundredths (328.10) feet to the intersection of a line drawn one hun-
dred thirty-three (133.00) feet southwesterly of and parallel to the
said centerline of Railroad Right of Way bearing south fifty-four (54)
degrees, five (05) minutes, thirty-five (35) seconds east; thence south
fifty-four (54) degrees, five (05) minutes, thirty-five (35) seconds
east, along said line drawn one hundred thirty-three (133.00) feet
southwesterly of and parallel to the centerline of Railroad Right of Way
a distance of one hundred thirty-five and sixty-eight hundredths
(135.68) feet to the intersection of the easterly line of the said westerly
one hundred ten (110.00) feet of the north one-half (1/2) of the south-
east one-quarter (1/4) of Section 34 bearing north zero (00) degrees,
four (04) minutes, nineteen (19) seconds east; thence north zero (00)
degrees, four (04) minutes, nineteen (19) seconds east along the said
easterly line of the westerly one hundred ten (110.00) feet of the north
one-half (1/2) of the southeast one-quarter (1/4) of Section 34 a dis.
tance of three hundred twenty-eight and ten hundredths (328.10) feet
to the intersection of said line drawn one hundred thirty-three (133.00)
feet northeasterly of and parallel to the centerline of Railroad Right of
Way bearing north fifty-four (54) degrees, five (05) minutes, thirty-
five (35) seconds west; thence north fifty-four (54) degrees, five (05)
minutes, thirty-five (35) seconds west along said line drawn one hun-
dred thirty-three (133.00) feet northeasterly of and parallel to the
centerline of Railroad Right of Way a distance of one hundred thirty-
five and sixty-eight hundredths (135.68) feet to the true point of
beginning.

     Parcel 3: A parcel of land being part of the west one-half (1/2)
of the east two-thirds (2/3) of the east one-half (1/2) of Fractional Sec-
tion 15, Town ten (10) South, Range eight (8) East in the City of





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Oregon, Lucas County, Ohio, said parcel of land being bounded and
described as follows. Beginning at the northwest corner of the said east
two-thirds (2/3) of the east one-half (1/2) of Fractional Section 15;
thence in an easterly direction along the northerly line of said Frac-
tional Section 15 having an assumed bearing of north ninety (90) de-
grees, zero (00) minutes, zero (00) seconds east a distance of fifty-
seven and ninety-two hundredths (57.92) feet to a point; thence south
seven (07) degrees, forty-two (42) minutes, six (06) seconds east
along a line a distance of seventy-five and forty-one hundredths (75.41)
feet to a point; thence south thirty-one (31) degrees, two (02) minutes,
fifty (50) seconds east along a line a distance of one thousand five
hundred seventy and thirty-six hundredths (1570.36) feet to the inter-
section of the easterly line of the said west one-half (1/2) of the east
two-thirds (2/3) of the east one-half (1/2) of Fractional Section 15
bearing south zero (00) degrees, five (05) minutes, forty-eight (48)
seconds west; thence south zero (00) degrees, five (05) minutes, forty-
eight (48) seconds west along the said easterly line of the west one-
half (1/2) of the east two-thirds (2/3) of the east one-half (1/2) of
Fractional Section 15 a distance of seventy-nine and two hundredths
(79.02) feet to the southeast corner of the said west one-half (1/2) of
the east two-thirds (2/3) of the east one-half (1/2) of Fractional Section
15; thence north eighty-nine (89) degrees, twenty-seven (27) minutes,
forty-two (42) seconds west along the southerly line of said Fractional
Section 15 a distance of eighty-one and fifteen hundredths (81.15) feet
to the intersection of the northeasterly line of a one hundred sixty
(160.00) foot wide easement as recorded in Volume 1530, Page 483,
Deed Records, said northeasterly line of a one hundred sixty (160.00)
foot wide easement bearing north thirty-one (31) degrees, two (02)
minutes, fifty (50) seconds west; thence north thirty-one (31) de-
grees, two (02) minutes, fifty (50) seconds west along said northeast-
erly line of a one hundred sixty (160.00) foot wide easement a dis-
tance of one thousand five hundred forty-five and fifty-four hundredths
(1545.54) feet to the intersection of the westerly line of said east two-
thirds (2/3) of the east one-half (1/2) of the Fractional Section 15
bearing north zero (00) degrees, eight (08) minutes, fifty-seven (57)
seconds east; thence north zero (00) degrees, eight (08) minutes, fifty-
seven (57) seconds east along the said westerly line of the east two-thirds
(2/3) of the east one-half (1/2) of Fractional Section 15 a distance of





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one hundred seventy-four and twenty-six hundredths (174.26) feet to
the point of beginning. Containing 4.194 acres more or less. Subject
to legal highways.

     Parcel 4: Parcel a.  The following described real estate located
in the west twenty (20) acres of the southwest quarter (1/4) of the
southeast quarter (1/4) of Section Number thirty-four (34), Town
nine (9) South Range eight (8) East, in the City of Oregon, Lucas
County, Ohio: beginning at the intersection of the north and south
centerline of Section #34 with the south line of said Section #34,
said south line of Section #34 also being the centerline of Seaman
Street, thence in an easterly direction along the said south line of Sec-
tion #34 to the intersection of the westerly line of the easterly one
hundred seventy-five and no hundredths (175.00) feet of the westerly
two hundred seventy-five and no hundredths (275.00) feet of the south
two hundred twenty-five and no hundredths (225.00) feet of the west
twenty (20) acres of the southwest quarter (1/4) of the southeast
quarter (1/4) of Section #34; thence in a northerly direction along the
said westerly line of the easterly one hundred seventy-five and no hun-
dredths (175.00) feet of the westerly two hundred seventy-five and no
hundredths (275.00) feet of the southerly two hundred twenty-five and
no hundredths (225.00) feet of the west twenty (20) acres of the
southwest quarter (1/4) of the southeast quarter (1/4) of Section #34
to the intersection of the northerly line of the said southerly two hun-
dred twenty-five and no hundredths (225.00) feet of the westerly
twenty (20) acres of the southwest quarter (1/4) of the southeast quar-
ter (1/4) of Section #34; thence in an easterly direction along the said
northerly line of the southerly two hundred twenty-five and no hun-
dredths (225.00) feet of westerly twenty (20) acres of the southwest
quarter (1/4) of the southeast quarter (1/4) of Section #34 to the in-
tersection of a line drawn one hundred ten and no hundredths (110.00)
feet east of and parallel to the said north and south centerline of
Section #34; thence in a northerly direction along said line drawn one
hundred ten and no hundredths (110.00) feet east of and parallel to
the north and south centerline of Section #34 to the intersection of
the northerly line of the southwest quarter (1/4) of the southeast quar-
ter (1/4) of Section #34; thence in a westerly direction along the said
northerly line of the southwest quarter (1/4) of the southeast quarter
(1/4) of Section #34 to the intersection of the said north and south





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centerline of Section #34, said north and south centerline of Section
#34 also being the easterly line of a one hundred sixty and no hun-
dredths (160.00) feet wide Easement as recorded in Volume 1530,
page 481 Deed Records; thence in a southerly direction along the said
north and south centerline of Section #34 to the point of beginning.

     Parcel b. The east one hundred sixty (160) feet of the east
one-half (1/2) of the southeast quarter (1/4) of the southwest quarter
(1/4) of Section Number thirty-four (34), Town nine (9) South, Range
eight (8) East, in the City of Oregon, Lucas County, Ohio.

     Parcel 5: The west ten (10) feet of the east one hundred seventy-
five (175) feet of the west two hundred seventy-five (275) feet of the
south two hundred twenty-five (225) feet of the west one-half (1/2)
of the southwest quarter (1/4) of the southeast quarter (1/4) of Section
thirty-four (34), Town nine (9) South, Range eight (8) East in the
City of Oregon, Lucas County, Ohio.

     Parcel 6:  The West six and fifty hundredths (6.50) acres of the
East eighteen and fifty hundredths (18.50) acres of the Southwest
quarter (1/4) of the Southeast quarter (1/4) of Section ten (10), Town
ten (10) South, Range eight (8) East in City of Oregon, Lucas,
County, Ohio, excepting therefrom the West one hundred thirty-two
(132) feet thereof.

     Parcel 7: The West one hundred thirty-two (132) feet of the
West six and fifty hundredths (6.50) acres of the East eighteen and
fifty hundredths (18.50) acres of the Southwest quarter (1/4) of the
Southeast quarter (1/4) of Section ten (10), Town ten (10) South,
Range eight (8) East in the City of Oregon, Lucas County, Ohio.

     Parcel 8: The west five (5) acres of the southwest quarter (1/4)
of the northeast quarter (1/4) of Section three (3), Town ten (10)
South, Range eight (8) East in the City of Oregon, Lucas County,
Ohio, excepting that portion thereof in Crossett's Eastwood Addition
and except that part lying south of the north line of the railroad.
     Subject to legal highways.

     Parcel 9:  The west 30 feet of the east 37.50 acres of the west
42.5 acres of the northeast 1/4 of Section 34, Town 9 South, Range 8
East, in the City of Oregon, Lucas County, Ohio, excepting there-





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from the south 100 feet of the north 1/2 of the east 37.50 acres of the
west 42.5 acres of the northeast 1/4 of said Section 34, Town 9 South,
Range 8 east thereof, the said exception being a parcel of land hereto-
fore conveyed to The Wheeling and Lake Erie Railway Company by
instrument recorded in Volume 1556, page 146 of Lucas County Ohio
deed records. Subject to legal highways.

     Parcel 10: A parcel of land being part of the southeast one-
quarter (1/4) of Section 27, Town nine (9) South, Range eight (8)
East in the City of Oregon, Lucas County, Ohio, said parcel of land
being bounded and described as follows.
     Commencing at the southeast corner of the said southeast one-
quarter (1/4) of Section 27; thence in a westerly direction along the
southerly line of the said southeast one-quarter (1/4) of Section 27
having an assumed bearing of north eighty-nine (89) degrees, forty-
three (43) minutes, thirty-three (33) seconds west a distance of one
thousand three hundred twenty (1320.00) feet to a point; thence north
zero (00) degrees, zero (00) minutes, zero (00) seconds along a line
drawn parallel to the easterly line of the said southeast one-quarter (1/4)
of Section 27 a distance of one thousand ten (1010.00) feet to the
true point of beginning; thence continuing north zero (00) degrees, zero
(00) minutes, zero (00) seconds along said line drawn parallel to the
easterly line of the southeast one-quarter (1/4) of Section 27 a distance
of ten (10.00) feet to a point; thence south eighty-nine (89) degrees,
forty-three (43) minutes, thirty-three (33) seconds east along a line
drawn parallel to the said southerly line of the southeast one-quarter
(1/4) of Section 27 a distance of three hundred sixty (360.00) feet to
a point, said point being on the westerly line of an eighty (80.00) foot
wide strip of land recorded in Volume 1897, Page 158, Deed Records;
thence south zero (00) degrees, zero (00) minutes, zero (00) seconds
along said eighty (80.00) foot wide strip of land recorded in Volume
1897, Page 158, Deed Records a distance of ten (10.00) feet to a point;
thence north eighty-nine (89) degrees, forty-three (43) minutes, thirty-
three (33) seconds west along a line drawn parallel to the said southerly
line of the southeast one-quarter (1/4) of Section 27 a distance of three
hundred sixty (360.00) feet to the true point of beginning.
     Containing 0.083 acres more or less.





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     Parcel 11: A parcel of land being part of the west four hundred
forty (440.00) feet of the east one thousand seven hundred sixty
(1760.00) feet of the south one-half (1/2) of the southeast one-quarter
(1/4) of Section 27, Town nine (9) South, Range eight (8) East in the
City of Oregon, Lucas County, Ohio, said parcel of land being bounded
and described as follows.
     Beginning at the northwest corner of the said west four hundred
forty  (440.00)  feet of the east one  thousand seven  hundred
sixty (1760.00) feet of the south one-half (1/2) of the southeast one-
quarter (1/4) of Section 27; thence in an easterly direction along the
northerly line of the said south one-half (1/2) of the southeast one-
quarter (1/4) of Section 27 having an assumed bearing of south eighty-
nine (89) degrees, fifty-five (55) minutes, fifty-two (52) seconds east
a distance of four hundred forty (440.00) feet to the intersection of the
easterly line of the said west four hundred forty (440.00) feet of the
easterly one thousand seven hundred sixty (1760.00) feet of the south
one-half (1/2) of the southeast one-quarter (1/4) of Section 27 bearing
south zero (00) degrees, zero (00) minutes, zero (00) seconds; thence
south zero (00) degrees, zero (00) minutes, zero (00) seconds along
the said easterly line of the west four hundred forty (440.00) feet of
the east one thousand seven hundred sixty (1760.00) feet of the south
one-half (1/2) of the southeast one-quarter (1/4) of Section 27 a distance
of three hundred ten (310.00) feet to a point; thence north eighty-nine
(89) degrees, fifty-five (55) minutes, fifty-two (52) seconds west along
a line a distance of four hundred forty (440.00) feet to the intersection
of the westerly line of the said easterly one thousand seven hundred
sixty (1760.00) feet of the south one-half (1/2) of the southeast one-
quarter (1/4) of Section 27 bearing north zero (00) degrees, zero (00)
minutes, zero (00) seconds; thence north zero (00) degrees, zero (00)
minutes, zero (00) seconds along the said westerly line of the east one
thousand seven hundred sixty (1760.00) feet of the south one-half (1/2)
of the southeast one-quarter (1/4) of Section 27 a distance of three
hundred ten (310.00) feet to the point of beginning.
     Containing 3.131 acres more or less.

     Parcel 12:  Beginning at a point on the South line of Section
twenty.seven (27), Town nine (9) South, Range eight (8) East, in the
City of Oregon, Lucas County, Ohio, that is twenty-two hundred (2200)


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feet West of the Southeast corner thereof; thence North on a line
parallel with the East line of said Section a distance of thirteen hundred
twenty (1320) feet; thence west on a line parallel with the South line
of said Section a distance of four hundred forty (440) feet to the North
and South center line of said Section twenty-seven (27); thence South
along the North and South center line a distance of thirteen hundred
twenty (1320) feet to the South line of Section twenty-seven (27);
thence East along said South line a distance of four hundred forty (440)
feet to the place of beginning. Subject to legal highways.

    Parcel 13: The east thirteen and one-half (13 1/2) acres of the
southeast quarter (1/4) of the southwest quarter (1/4) of Section twenty-
seven (27), Town nine (9) South, Range eight (8) East in the City of
Oregon, Lucas County, Ohio, excepting therefrom the northerly one
hundred (100) feet thereof, subject to legal highways.

    Parcel 14: That part of the east fifteen (15) acres of Lot #3,
lying south of Cedar Point Road, in Section #27, Town 9-South, Range
8-East, in the City of Oregon, Lucas County, Ohio, described as follows:
    Commencing at a point the north and south centerline of Section
#27 which is four hundred and no hundredths (400.0) feet north of
the southeast corner of the east fifteen (15) acres of Lot #3, Section
#27, being also the northeasterly corner of the Toledo Edison property
as recorded in Volume 1539, page 549 Deed Records; thence in a
northwesterly direction along the northeasterly line of the said Toledo
Edison property as recorded in Volume 1539, page 549 Deed Records,
a distance of five hundred twenty-eight (528) feet more or less to the
intersection of the westerly line of the easterly fifteen (15) acres of
Lot #3, Section #27, said intersection being five hundred seventy five
and seventy eight hundredths (575.78) feet northerly of the southwest
corner of the easterly fifteen (15) acres of said Lot #3; thence in a
northerly direction along the said westerly line of the easterly fifteen
(15) acres of Lot #3, Section #27, a distance of sixty five and eighty
two hundredths (65.82) feet to the intersection of a Line drawn sixty
and no hundredths (60.00) feet northeasterly of and parallel to the
said northeasterly line of the Toledo Edison property as recorded in
Volume 1539, page 549, Deed Records; thence in a southeasterly direc-
tion along said line drawn sixty and no hundredths (60.00) feet north-
easterly of and parallel to the northeasterly line of the Toledo Edison





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property, a distance of five hundred twenty eight (528) feet more or
less to the intersection of the said north and south centerline of Section
#27; thence in a southerly direction along the said north and south
centerline of Section #27, a distance of sixty five and eighty two hun-
dredths (65.82) feet to the true point of beginning, containing seventy
three hundredths (0.73) acres, more or less.

    Parcel 15: A parcel of land situated in the City of Oregon,
County of Lucas and State of Ohio and being part of Original Lot 3,
in the Southwest Quarter of Section 27, Township 9 South, Range 8
East, and being further described as follows:

    Commencing at an iron pin at the intersection of the east and west
centerlines of Section 27 with the westerly line of said Original Lot 3
in the southwest one quarter of Section 27, said east and west centerline
of Section 27 also being the centerline of Cedar Point Road (60
feet wide);
    Thence South 2 degrees 05' 55" East along the said westerly line of
Original Lot 3 a distance of 434.81 feet to an old stone monument;
    Thence continuing South 2 degrees 5' 55" East along the said westerly
line of Original Lot 3 a distance of 101.95 feet to the principal point
of beginning;
    Thence continuing South 2 degrees 05' 55" East to an old monument a
distance of 323.22 feet;
    Thence South 87 degrees 47' 45" West to an iron pipe a distance of
504.20 feet;
    Thence South 1 degrees 56' 25" East to an iron pipe a distance of
440.85 feet;
    Thence North 87 degrees 59' 35" East a distance of 823.95 feet;
    Thence North 2 degrees 26' 55" West a distance of 685.48 feet;
    Thence North 77 degrees 38' 34" West a distance of 324.60 feet to the
point of beginning, containing 10.389 acres, more or less, but subject
to all legal highways.

    Parcel 16: A parcel of land being part of Section 17, Town nine
(9) South, Range eight (8) East in the City of Toledo, Lucas County,
Ohio, said parcel of land being bounded and described as follows:

    Commencing at the intersection of the centerline of Suder Avenue
having an assumed bearing of north eight (8) degrees, twenty-two (22)





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minutes, fifty-four (54) seconds west with the southerly line of said
Section 17 bearing south eighty-nine (89) degrees, fifty-five (55)
minutes, fifty-five (55) seconds west; thence north eight (08) degrees,
twenty-two (22) minutes, fifty-four (54) seconds west along the said
centerline of Suder Avenue a distance of three hundred three (303.00)
feet to the true point of beginning; thence continuing north eight (08)
degrees, twenty-two (22) minutes, fifty-four (54) seconds west along
the said centerline of Suder Avenue a distance of four hundred forty-
four (444.00) feet to the intersection of a line drawn parallel to the
said southerly line of Section 17 bearing north eighty-nine (89)
degrees, fifty-five (55) minutes, fifty-five (55) seconds east; thence
north eighty-nine (89) degrees, fifty-five (55) minutes, fifty-five (55)
seconds east along said line drawn parallel to the southerly line of
Section 17 a distance of one hundred eighty-two and sixty-five hun-
dredths (182.65) feet more or less to the intersection of a line drawn
seventy-five (75) feet northeasterly of and parallel to the centerline of
the transmission line bearing south sixty-three (63) degrees, two (02)
minutes, fifty-five (55) seconds east; thence south sixty-three (63)
degrees, two (02) minutes, fifty-five (55) seconds east along said
line drawn seventy-five (75.00) feet northeasterly of and parallel to the
centerline of the transmission line a distance of one thousand six hundred
twenty-seven and three hundredths (1627.03) feet to the intersection
of the said southerly line of Section 17 bearing south eighty-nine (89)
degrees, fifty-five (55) minutes, fifty-five (55) seconds west; thence
south eighty-nine (89) degrees, fifty-five (55) minutes, fifty-five (55)
seconds west along the said southerly line of Section 17 a distance of
six hundred fifty-six and eight hundredths (656.08) feet more or less
to the intersection of the easterly Line of the west one-half (1/2) of the
southeast one-quarter (1/4) of said Section 17 bearing north zero (00)
degrees, twenty-four (24) minutes, eighteen (18) seconds west; thence
north zero (00) degrees, twenty-four (24) minutes, eighteen (18)
seconds west along the said easterly line of the west one-half (1/2) of
the southeast one-quarter (1/4) of Section 17 a distance of two hundred
ninety-nine and eighty-two hundredths (299.82) feet to the intersection
of a line drawn parallel to the said southerly line of Section 17 bearing
south eighty-nine (89) degrees, fifty-five (55) minutes, fifty-five (55)
seconds west; thence south eighty-nine (89) degrees, fifty-five (55)
minutes, fifty-five (55) seconds west along said line drawn parallel to





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the southerly line of Section 17 a distance of nine hundred ten and six
hundredths (910.06) feet more or less to the true point of beginning.
    Containing 8.361 acres more or less. Subject to legal highways.

    Parcel 17: A parcel of land being part of the south one-half (1/2)
of Section 17, Town nine (9) South, Range eight (8) East in the City
of Toledo, Lucas County, Ohio, said parcel of land being bounded and
described as follows.
    Commencing at the intersection of the southerly line of the south-
east one-quarter (1/4) of said Section 17 with the centerline of Suder
Avenue, said centerline of Suder Avenue having an assumed bearing of
north eight (08) degrees, twenty-two (22) minutes, fifty-two (52)
seconds west; thence north eight (08) degrees, twenty-two (22)
minutes, fifty-two (52) seconds west along the said centerline of Suder
Avenue a distance of six hundred fifty-three and twenty-seven hun-
dredths (653.27) feet to the intersection of a line drawn seventy-five
(75.00) feet southwesterly of and parallel to the centerline of Trans-
mission Line bearing south seventy-two (72) degrees, thirty-three (33)
minutes, zero (00) seconds east, said intersection being the true
point of beginning: thence continuing north eight (08) degrees, twenty-
two (22) minutes, fifty-two (52) seconds west along the said centerline
of Suder Avenue a distance of eighty-three and thirty-three hundredths
(83.33) feet to the intersection of the said centerline of Transmission
Line bearing south seventy-two (72) degrees, thirty-three (33) minutes,
zero (00) seconds east; thence continuing north eight (08) degrees,
twenty-two (22) minutes, fifty-two (52) seconds west along the said
centerline of Suder Avenue a distance of ninety-three and twenty-three
hundredths (93.23) feet to the intersection of a line drawn parallel to
the said southerly line of the southeast one-quarter (1/4) of Section 17
bearing south eighty-nine (89) degrees, fifteen (15) minutes, fifty-one
(51) seconds west; thence south eighty-nine (89) degrees, fifteen (15)
minutes, fifty-one (51) seconds west along said line drawn parallel to
the southerly line of the southeast one-quarter (1/4) of Section 17 a
distance of two hundred sixty-eight and eighty-eight hundredths
(268.88) feet to the intersection of the said centerline of Transmission
Line bearing south seventy-two (72) degrees, thirty-three (33) minutes,
zero (00) seconds east thence continuing south eighty-nine (89)
degrees, fifteen (15) minutes, fifty-one (51) seconds west along said





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line drawn parallel to the southerly line of the southeast one-quarter (1/4)
of Section 17 a distance of one hundred eighty and sixty-nine hundredths
(180.69) feet to the intersection of a line drawn parallel to the southerly
line of the southwest one-quarter (1/4) of said Section 17 bearing south
eighty-nine (89) degrees, two (02) minutes, thirty-eight (38) seconds
west; thence south eighty-nine (89) degrees, two (02) minutes, thirty.
eight (38) seconds west along said line drawn parallel to the southerly
line of the southwest one-quarter (1/4) of Section 17 a distance of
fifty-eight and ninety-three hundredths (58.93) feet to the intersection
of said line drawn seventy-five (75.00) feet southwesterly of and
parallel to the centerline of Transmission Line bearing south seventy-two
(72) degrees, thirty-three (33) minutes, zero (00) seconds east; thence
south seventy-two (72) degrees, thirty-three (33) minutes, zero (00)
seconds east along said line drawn seventy-five (75.00) feet south-
westerly of and parallel to the centerline of Transmission Line a distance
of five hundred fifty-nine and ninety-five hundredths (559.95) feet to
the true point of beginning.  Containing 1.023 acres more or less.
Subject to legal highways.

    Parcel 18: That part of the North one-half (1/2) of the Northwest
quarter (1/4) of the Southwest quarter (1/4) of Section seventeen (17),
Town nine (9) South, Range eight (8) East, in the City of Toledo,
Lucas County, Ohio, bounded and described as follows: Beginning at a
point on the East and West centerline of Section seventeen (17), seven
hundred thirty-three and one tenth (733.1) feet East of the Northwest
corner of the Southwest quarter (1/4) of said Section; thence East along
said centerline forty-two and five tenths (42.5) feet; thence South
parallel to the West Line of the Southwest quarter (1/4) of Section
seventeen (17), to a line that is one hundred fifty (150) feet North
of and parallel to the South line of the North one-half (1/2) of the
Northwest quarter (1/4) of the Southwest quarter (1/4); thence West
parallel to the said South line forty-two and five tenths (42.5) feet;
thence North in a direct line to the place of beginning. Subject to
legal highways.

    Parcel 19: That part of the north one-half (1/2) of the northwest
quarter (1/4) of the southwest quarter (1/4) of Section seventeen (17),
Town nine (9) South, Range eight (8) East, in the City of Toledo,





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Lucas County, Ohio, bounded and described as follows: Beginning at
a point on the East and West centerline of Section seventeen (17), six
hundred ninety and six tenths (690.6) feet East of the Northwest corner
of the Southwest quarter (1/4) of said Section; thence East, along the said
centerline, forty-two and five tenths (42.5) feet; thence South parallel
to the West line of the Southwest quarter (1/4) of Section seventeen
(17), to a line that is one hundred fifty (150) feet North of and parallel
to the South line of the North one-half (1/2) of the Northwest quarter
(1/4) of the Southwest quarter (1/4) of Section seventeen (17); thence
West parallel to the said South line forty-two and five tenths (42.5)
feet; thence North in a direct line to the place of beginning. Excepting
therefrom the south ninety (90) feet thereof. Subject to legal highways.

    Parcel 20: A parcel of land in the South half of Section No.
Twenty-six (26), Town Six (6) North, Range Twelve (12) East, Troy
Township, Wood County, Ohio, and being more particularly described
as follows: Commencing at a point on the East and West half Section
line of Section 26, said point being 47.00 feet West of the Interior one-
quarter post of Section 26, thence East along the East and West half
Section line a distance of 142 feet, thence South on a line parallel with
the North and South half Section line a distance of 240.00 feet, thence
West on a line parallel with the East and West half Section line a dis-
tance of 142.00 feet, thence North on a line parallel with the North and
South half Section line a distance of 240.00 feet to the point of begin-
ning, containing 0.782 acres of land.

    Parcel 21: A parcel of land being part of Road Tract 63 and
also part of Road Tract 66, all in Troy Township, Wood County, Ohio,
said parcel of land being bounded and described as follows:
    Beginning at the Southwest corner of said Road Tract 63; thence
in an Easterly direction along the Southerly line of said Road Tract 63,
having an assumed bearing of South eighty-nine degrees, fifty-five min-
utes, thirty seconds (89 degrees 55' 30") East, a deed distance of one
thousand three hundred ten and seventy-six hundredths (1310.76) feet
to the southeast corner of said Road Tract 63; thence continuing South
eighty-nine degrees, fifty-five minutes, thirty seconds (89 degrees 55' 30")
East along the Southerly line of said Road Tract 66, a distance of
thirteen and thirty-seven hundredths (13.37) feet to a point; thence
North eighty-nine degrees, fifty minutes, thirty-six seconds (89 degrees 50'





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36") East along the said Southerly line of Road Tract 66, a distance
of one hundred eighty-four and sixty-three hundredths (184.63) feet
to the intersection of a line bearing North ten degrees, thirty-three min-
utes, twenty-nine seconds (10 degrees 33' 29") East; thence North ten de-
grees, thirty-three minutes, twenty-nine seconds (10 degrees 33' 29") East
along a line, a distance of one thousand four hundred sixty-four and
sixty-seven hundredths (1464.67) feet to the intersection of a line
bearing North eighty-nine degrees, fifty-nine minutes, fifty seconds (89
degrees 59' 50") West; thence north eighty-nine degrees, fifty-nine minutes,
fifty seconds (89 degrees 59' 50") West along a line a distance of four hun-
dred seventy-five and two hundredths (475.02) feet to the intersection
of the Easterly Line of the said Road Tract 63, bearing North no de-
grees, twenty minutes, thirty-eight seconds (00 degrees 20' 38") West; thence
continuing North eighty-nine degrees, fifty-nine minutes, fifty seconds
(89 degrees 59' 50") West, along a line a distance of one thousand two
hundred ninety-seven and eight hundredths (1297.08) feet to the in-
tersection of the westerly line of said Road Tract 63, bearing South
no degrees, twelve minutes, two seconds (00 degrees 12' 02") West; thence
South no degrees, twelve minutes, two seconds (00 degrees 12' 02") West
along the said Westerly line of Road Tract 63, a distance of one
thousand four hundred thirty-eight and seventy-four hundredths
(1438.74) feet to the point of beginning.  Containing 54.216 acres
more or less.

    Parcel 22: Lot Number Fifteen (15) in Noble's Second Addition
to Lake Township, Wood County, Ohio.

    Parcel 23:  Lot number fourteen (14) in Noble's Second Addi-
tion in Lake Township, Wood County, Ohio.

    Parcel 24: A parcel of land being part of the southwest quarter
(1/4) of Section number two (2), Town seven (7) North, Range twelve
(12) East, in Lake Township, Wood County, Ohio, said parcel of land
being bounded and described as follows: Beginning at the intersection
of the centerline of Frey Road (Indian Reserve Line) with the center-
line of Woodville Road; thence in a southeasterly direction along the
said centerline of Woodville Road a distance of three hundred thirteen
and fifty-four hundredths (313.54) feet to a point; thence in a south-
westerly direction along a line drawn perpendicular to the said center-
line of Woodville Road a distance of three hundred sixty-five and no





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hundredths (365.00) feet to a point; thence in a northwesterly direc-
tion along a line drawn parallel to the said centerline of Woodville
Road a distance of four hundred forty-seven and seventy-nine hun-
dredths (447.79) feet to the intersection of the said centerline of Frey
Road (Indian Reserve Line); thence in a northeasterly direction along
the said centerline of Frey Road (Indian Reserve Line) a distance of
three hundred eighty-eight and ninety-one hundredths (388.91) feet to
the point of beginning. Subject to legal highways.

    Parcel 25: Being a parcel of land in the west half (1/2) of the
southwest quarter (1/4) of Section #35, Town 8-North, Range 12-East,
Village of Northwood, Wood County, Ohio, bounded and described
as follows: Beginning at the intersection of the south line of said Sec.
tion #35 with the north and south centerline of the southwest quarter
(1/4) of said Section #35; thence in a northerly direction along the
said north and south centerline of the southwest quarter (1/4) of Sec-
tion #35 to the northeast corner of the west half (1/2) of the south-
west quarter (1/4) of said Section #35; thence in a southerly direction
in a straight line to a point located on the said south line of Section
#35, thirty (30) feet, more or less, west of the point of beginning;
thence in an easterly direction along the said south line of Section
#35, a distance of thirty (30) feet, more or less, to the point of
beginning.
    Said parcel of land containing ninety-one hundredths (0.91) acre,
more or less, subject to legal highways.

    Parcel 26: Being the west one hundred ten (110) feet of the
following described parcel of land:

    The west half (1/2) of the east half (1/2) of the northwest quarter
(1/4) of Section #35, Town 8-North, Range 12-East, in the Village
of Northwood, Wood County, Ohio.  Subject to legal highways.
    The real estate herein conveyed contains six and sixty-four hun-
dredths (6.64) acres, more or less.

    Parcel 27: Being that part of the west half (1/2) of the east half
(1/2) of the southwest quarter (1/4) of Section #35, Town 8-North,





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    Range 12-East, in the Village of Northwood, Wood County, Ohio,
    bounded and described as follows:

        Beginning at the intersection of the south line of said Section #35
    with the north and south centerline of the southwest quarter (1/4) of
    Section #35; thence in a northerly direction along the said north and
    south centerline of the southwest quarter (1/4) of Section #35 to the
    intersection of the east and west centerline of said Section #35; thence
    in an easterly direction along the said east and west centerline of Sec-
    tion #35, a distance of one hundred ten (110) feet, more or less to
    a point; thence in a southerly direction in a straight line to a point
    located on the said south line of Section #35, eighty (80) feet, more
    or less, east of the point of beginning; thence west along the said south
    line of Section #35, a distance of eighty (80) feet, more or less, to
    the point of beginning.
        Said parcel of land being conveyed is five and seventy-nine hun-
    dredths (5.79) acres, more or less, subject to legal highways.

    4. Parcels comprising the 345 K.V. MIIO Loop to Bay Shore Gener-
ating Station, a part of the Bay Shore-Ironville Steel Tower transmission line
right-of-way, situated in the City of Oregon, Lucas County, Ohio, and
described as:

        Parcel No. 1: A parcel of land being part of the southeast quar-
    ter (1/4) of Section 27, Town 9 South, Range 8 East in the City of
    Oregon, Lucas County, Ohio, said parcel of land being bounded and
    described as follows:
        Commencing at the southeast corner of the said southeast quarter
    (1/4) of Section 27; thence in a westerly direction along the southerly
    line of the said southeast quarter (1/4) of Section 27 having an assumed
    bearing of north eighty-nine (89) degrees, fifty-two (52) minutes,
    twenty-two (22) seconds west a distance of one thousand three hun-
    dred twenty and no hundredths (1320.00) feet to the intersection of
    a line drawn one thousand three hundred twenty and no hundredths
    (1320.00) feet westerly of and parallel to the easterly line of the
    said southeast quarter (1/4) of Section 27, said easterly line of the
    southeast quarter (1/4) of Section 27 bearing north zero (00) degrees,
    eight (08) minutes, forty-nine (49) seconds west; thence north zero
    (00) degrees, eight (08) minutes, forty-nine (49) seconds west along
    said line drawn one thousand three hundred twenty and no hundredths





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(1320.00) feet westerly of and parallel to the easterly line of the
southeast quarter (1/4) of Section 27 a distance of nine hundred forty-
three and forty-five hundredths (943.45) feet to the intersection of a
line drawn seventy-five and no hundredths (75.00) feet southerly of
and parallel to the centerline of Toledo Edison Tower Line said in-
tersection being the true point of beginning, said centerline of Toledo
Edison Tower Line bearing north eighty-five (85) degrees, thirty-two
(32) minutes, forty-three (43) seconds west; thence continuing north
zero (00) degrees, eight (08) minutes, forty-nine (49) seconds west
along said line drawn one thousand three hundred twenty and no hun-
dredths (1320.00) feet westerly of and parallel to the easterly line of
the southeast quarter (1/4) of Section 27 a distance of sixty-six and fifty-
five hundredths (66.55) feet to the intersection of a line drawn one
thousand ten and no hundredths (1010.00) feet northerly of and
parallel to the said southerly line of the southeast quarter (1/4) of
Section 27, said line drawn one thousand ten and no hundredths
(1010.00) feet northerly of and parallel to the southerly line of the
southeast quarter (1/4) of Section 27 bearing south eighty-nine (89)
degrees, fifty-two (52) minutes, twenty-two (22) seconds east; thence
south eighty-nine (89) degrees, fifty-two (52) minutes, twenty-two
(22) seconds east along said line drawn one thousand ten and no
hundredths (1010.00) feet northerly of and parallel to the southerly
line of the southeast quarter (1/4) of Section 27 a distance of three
hundred sixty and no hundredths (360.00) feet to the intersection of
the westerly line of an eighty and            (80.00) feet wide
parcel of land recorded in Volume 1897, mange 158 Deed Records;
thence south zero (00) degrees, eight (08) minutes, forty-nine (49)
seconds east along said westerly line of an eighty and no hundredths
(80.00) feet wide parcel of land recorded in Volume 1897, Page 158
Deed Records a distance of eighty-six and sixty-two hundredths (86.62)
feet to the intersection of said line drawn seventy-five and no hundredths
(75.00) feet southerly of and parallel to the centerline of Toledo Edi-
son Tower Line said line drawn seventy-five and no hundredths (75.00)
feet southerly of and parallel to the centerline of Toledo Edison Tower
Line bearing north eighty-nine (89) degrees, fifty-six (56) minutes,
thirty-one (31) seconds west; thence north eighty-nine (89) degrees,
fifty-six (56) minutes, thirty-one (31) seconds west along said line
drawn seventy-five and no hundredths (75.00) feet southerly of and





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parallel to the centerline of Toledo Edison Tower Line a distance of
ninety-three and thirty-seven hundredths (93.37) feet to a point;
thence north eighty-five (85) degrees, thirty-two (32) minutes, forty-
three (43) seconds west along said line drawn seventy-five and no
hundredths (75.00) feet southerly of and parallel to the centerline of
Toledo Edison Tower Line a distance of two hundred sixty-seven and
forty-nine hundredths (267.49) feet to the true point of beginning.
    Containing 0.655 acres more or less.

    Parcel No. 2:  A parcel of land being part of the south half (1/2)
of the southeast quarter (1/4) of Section 27, Town 9 South, Range 8
East in the City of Oregon, Lucas County, Ohio, said parcel of land
being bounded and described as follows:
    Commencing at the southeast corner of the said southeast quarter
(1/4) of Section 27; thence in a westerly direction along the southerly
line of the said southeast quarter (1/4) of Section 27 having an assumed
bearing of north eighty-nine (89) degrees, fifty-two (52) minutes,
twenty-two (22) seconds west a distance of one thousand seven hundred
sixty and no hundredths (1760.00) feet to the intersection of a line
drawn one thousand seven hundred sixty and no hundredths (1760.00)
feet westerly of and parallel to the easterly line of the said southeast
quarter (1/4) of Section 27, said easterly line of the southeast quarter
(1/4) of Section 27 bearing north zero (00) degrees, eight (08) minutes,
forty-nine (49) seconds west; thence north zero (00) degrees, eight (08)
minutes, forty-nine (49) seconds west along said line drawn one thousand
seven hundred sixty and no hundredths (1760.00) feet westerly of and
parallel to the easterly line of the southeast quarter (1/4) of Section 27
a distance of nine hundred seventy-six and seventy-six hundredths
(976.76) feet to the intersection of a line drawn seventy-five and no
hundredths (75.00) feet southerly of and parallel to the centerline of
Toledo Edison Tower Line, said intersection being the true point of
beginning, said centerline of Toledo Edison Tower Line bearing south
eighty-five (85) degrees, thirty-two (32) minutes, forty-three (43)
seconds east; thence continuing north zero (00) degrees, eight (08)
minutes, forty-nine (49) seconds west along said line drawn one thousand
seven hundred sixty and no hundredths (1760.00) feet westerly of and
parallel to the easterly line of the southeast quarter (1/4) of Section 27
a distance of thirty-two and twenty-four hundredths (32.24) feet to the





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intersection of a line drawn three hundred ten and no hundredths
(310.00) feet southerly of and parallel to the east west centerline of the
southeast quarter (1/4) of Section 27, said line drawn three hundred
ten and no hundredths (310.00) feet south of and parallel to the east
west centerline of the southeast quarter (1/4) of Section 27 bearing north
eighty-nine (89) degrees, fifty-five (55) minutes, twenty (20) seconds
east; thence north eighty-nine (89) degrees, fifty-five (55) minutes,
twenty (20) seconds east along said line drawn three hundred ten and no
hundredths (310.00) feet south of and parallel to the east west center-
line of the southeast quarter (1/4) of Section 27 a distance of four
hundred forty and no hundredths (440.00) feet to the intersection of a
line drawn one thousand three hundred twenty and no hundredths
(1320.00) feet westerly of and parallel to the said easterly line of the
southeast quarter (1/4) of Section 27 bearing south zero (00) degrees,
eight (08) minutes, forty-nine (49) seconds east; thence south zero
(00) degrees, eight (08) minutes, forty-nine (49) seconds east along
said line drawn one thousand three hundred twenty and no hundredths
(1320.00) feet westerly of and parallel to the easterly line of the south-
east quarter (1/4) of Section 27 a distance of sixty-seven and eleven
hundredths (67.11) feet to the intersection of said line drawn seventy-
five and no hundredths (75.00) feet southerly of and parallel to the
centerline of Toledo Edison Tower Line bearing north eighty-five
(85) degrees, thirty-two (32) minutes, forty-three (43) seconds west;
thence north eighty-five (85) degrees, thirty-two (32) minutes, forty-
three (43) seconds west along said line drawn seventy-five and no
hundredths (75.00) feet southerly of and parallel to the centerline of
Toledo Edison Tower Line a distance of four hundred forty-one and
forty-one hundredths (441.41) feet to the true point of beginning.
    Containing 0.502 acres more or less.

    Parcel No. 3:

      Parcel a: The north thirteen (13) acres of the southwest quar-
  ter (1/4) of the southwest quarter (1/4) of Section twenty-six (26),
  Town nine (9) South, Range eight (8) East, in the City of Oregon,
  Lucas County, Ohio. Subject to legal highways.

      Parcel b: The north twenty (20) acres of the southeast quar-
  ter (1/4) of the southwest quarter (1/4) of Section twenty-six (26),





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Town nine (9) South, Range eight (8) East, in the City of Oregon,
Lucas County, Ohio. Subject to legal highways.

    Parcel No. 4:  A parcel of land being that part of the West
twenty-six and thirty-three hundredths (26.33) acres of the north-
west quarter (1/4) of the southwest quarter (1/4) of Section twenty-
six (26), Town Nine (9) South, Range Eight (8) East, in the City
of Oregon, Lucas County, Ohio. Said parcel of land being bounded
and described as follows:

    Beginning at a point located on the easterly line of the said
west twenty-six and thirty-three hundredths (26.33) acres of the
northwest quarter (1/4) of the southwest quarter (1/4) of Section
twenty-six (26), eighty-three (83) feet north of the southeast corner
of the said west twenty-six and thirty-three hundredths (26.33)
acres of the northwest quarter (1/4) of the southwest quarter (1/4)
of Section twenty-six (26); thence in a southwesterly direction in a
straight line to a point located on the westerly line of the said west
twenty-six and thirty-three hundredths (26.33) acres of the northwest
quarter (1/4) of the southwest quarter (1/4) of Section twenty-six
(26), located twenty (20) feet north of the southwest corner of the
west twenty-six and thirty-three hundredths (26.33) acres of the
northwest quarter (1/4) of the southwest quarter (1/4) of Section
twenty-six (26); thence in a southerly direction along and with the
westerly Line of the said west twenty-six and thirty-three hundredths
(26.33) acres of the northwest quarter (1/4) of the southwest quarter
(1/4) of Section twenty-six (26), a distance of twenty (20) feet to a
point located in the southwesterly corner of the said west twenty-six
and thirty-three hundredths (26.33) acres of the northwest quarter
(1/4) of the southwest quarter (1/4) of Section twenty-six (26);
thence easterly in a straight line along and with the south line of the
said west twenty-six and thirty-three hundredths (26.33) acres to a
point located in the southeasterly corner of the said twenty-six and
thirty-three hundredths (26.33) acres of the northwest quarter (1/4)
of the southwest quarter (1/4) of Section twenty-six (26); thence in
a northerly direction along and with the easterly line of the said west
twenty-six and thirty-three hundredths (26.33) acres of the northwest
quarter (1/4) of the southwest quarter (1/4) of Section twenty-six
(26) to the point of beginning. Subject to legal highways.





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    5.  An additional parcel comprising a tower location on the Toledo
Belt Steel Tower transmission line situated in River Tract 71, Perrysburg
Township, Wood County, Ohio, and described as:

         Being a parcel of land in the east half (1/2 of River Tract 71 of
    Town 3, in the United States Reserve of the twelve (12) miles square
    at the foot of the rapids of the Miami of Lake Erie in Perrysburg Town-
    ship, Wood County, Ohio, bounded and described as follows:

         Commencing at the intersection of the centerline of Ford Road
    and White Road; thence north along the centerline of White Road
    (said centerline of White Road also being the east line of said River
    Tract 71) a distance of twenty-five (25) feet to a point; thence in a
    westerly direction in a straight line a distance of twenty (20) feet to
    a point of intersection of the west right of way line of White Road with
    the north right of way line of Ford Road; thence in a westerly direction
    along the north right of way line of Ford Road, a distance of two
    hundred seventy-eight and one hundredths (278.01) feet to the true
    point of beginning; thence in a northerly direction at right angles to
    the last described line, a distance of forty and no tenths (40.0) feet,
    more or less, to a point located on the southerly right of way line of
    The Toledo Terminal Railroad; thence in a northeasterly direction
    along the said southerly right of way line of the Toledo Terminal Rail.
    road, a distance of forty-three and one tenth (43.1) feet, more or less,
    to a point; thence in a southerly direction in a straight line a distance
    of fifty and five tenths (50.5) feet more or less, to a point located on the
    said north right of way line of Ford Road forty and eight tenths (40.8)
    feet east of the point of beginning; thence in a westerly direction along
    the said north right of way line of Ford Road, a distance of forty and
    eight tenths (40.8) feet to the place of beginning.

    6.  A parcel comprising part of the right-of-way for a transmission
line to Owens-Illinois, Inc. situated in Lime City, Wood County, Ohio, and
described as:

         Beginning at the southwest corner of lot eighty-seven (87) in the
    Village of Lime City, Wood County, Ohio, thence southeasterly along
    the south boundary line of said Lot eighty-seven (87), a distance of
    ten (10) feet, thence northeasterly on a line parallel to the west





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    boundary line of lot eighty-seven (87), a distance of forty (40) feet;
    thence northwesterly at right angles to the aforementioned line, a
    distance of fifty (50) feet, thence southwester!y along the right-of-way
    of the Toledo and Ohio Central Railroad, a distance of forty (40) feet,
    thence southeasterly at right angles to the aforementioned line, a distance
    of forty (40) feet to the place of beginning, together with the north
    one-half (1/2) of alley adjacent vacated, except that part of lot thirty-
    eight (38) lying south of the southerly line of lot eighty-seven (87)
    extended westerly to the easterly line of the Toledo and Ohio Central
    Railroad right of way.

    7.  Parcels comprising the new Bellevue Substation situated in Broad-
moor Addition in the City of Toledo, Lucas County, Ohio, and described as:

         Parcel 1: Lot Number two hundred eighty-nine  (289)  in
    Broadmoor Addition to the City of Toledo, Lucas County, Ohio.

         Parcel 2: Lots numbers two hundred ninety-one (291) and two
    hundred ninety-two (292) in Broadmoor Addition in the City of
    Toledo, Lucas County, Ohio.

         Parcel 3: Lot 293 Broadmoor Addition in the City of Toledo,
    Lucas County, Ohio.

    8.  Hawley Substation in the vicinity of Hawley Street and Western
Street in the City of Toledo, Lucas County, Ohio, and described as:

         Parcel 1: Lots numbers 76 and 77 in Hiett's Hawley Street
    Subdivision in the City of Toledo, Lucas County, Ohio.

         Parcel 2: Lots numbers seventy-one (71) and seventy-two (72)
    in Hiett's Hawley Street Subdivision in the City of Toledo, Lucas
    County, Ohio, together with the southerly one-half (1/2) of vacated
    Whitcomb Street adjoining the said Lot number seventy-one (71).

         Parcel 3: Lots Numbers 56, 57, 58, 59, 60, 61, 62, 63, 64, 65,
    66, 67, 68, 69, 70, 73, 74, and 75, in Hiett's Hawley Street Sub-
    Division in the City of Toledo, Lucas County, Ohio.





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    9.  Additional parcels comprising part of the East Toledo Substation
situated in the City of Toledo, Lucas County, Ohio, and described as:

         Parcel 1: Being the southwesterly one (1) foot of Lot #74 in
    "Yondota Division, Old Plat" located in Section Six (6), Town Ten
    (10) South, Range Eight (8) East in the City of Toledo, Lucas
    County, Ohio.

         Parcel 2: Lot Number Eighty-three (83) in the Yondota Divi-
    sion of the City of Toledo, Lucas County, Ohio, according to the
    Old Plat thereof.

    10. Five Points Substation situated in Perrysburg Township, Wood
County, Ohio, and described as:

         A parcel of land being part of the northwest 1/4 of Section 30,
    Town 4, United States Reserve in Perrysburg Township, Wood
    County, Ohio, said parcel of land being bounded and described as
    follows:

         Beginning at the intersection of the centerline of United States Route
    25 having an assumed bearing of north 7 degrees, 56 minutes, 7 seconds
    east with the northerly line of the said northwest 1/4 of Section 30,
    bearing north 89 degrees, 59 minutes, 24 seconds east; thence north
    89 degrees, 59 minutes 24 seconds east along the said northerly line of
    the northwest 1/4 of Section 30 a distance of 260.55 feet to a point;
    thence south zero degrees, zero minutes, 36 seconds east along a line
    a distance of 230 feet to a point; thence south 89 degrees, 59 minutes,
    24 seconds west along a line drawn parallel to the said northerly line
    of the northwest 1/4 of Section 30 a distance of 292.66 feet to the inter-
    section of the said centerline of United States Route 25 bearing north
    7 degrees, 56 minutes, 07 seconds east; thence north 7 degrees, 56
    minutes, 07 seconds east along the said centerline of United States
    Route 25 a distance of 232.23 feet to the point of beginning.
         Subject to legal highways, and subject to perpetual easement for
    highway purposes recorded in Vol. 280 of Deeds, page 19.

    11. New Luckey Substation situated in Troy Township, Wood
County, Ohio, and described as:

         A parcel of land being the south one hundred fifty (150.00) feet
    of the east two hundred (200.00) feet of the southeast one-quarter





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    (1/4) of Section 21, Town six (6) North, Range twelve (12) East in
    Troy Township, Wood County, Ohio, said parcel of land being bounded
    and described as follows:

         Beginning at the southeast corner of the said southeast one-quarter
    (1/4) of Section 21; thence in a northerly direction along the easterly
    line of the said southeast one-quarter (1/4) of Section 21 having an
    assumed bearing of north zero (00) degrees, zero (00) minutes, zero
    (00) seconds east a distance of one hundred fifty (150.00) feet to the
    intersection of a line drawn one hundred fifty (150.00) feet northerly
    of and parallel to the southerly line of the said southeast one-quarter
    (1/4) of Section 21, bearing south eighty-nine (89) degrees, fifty-six
    (56) minutes, thirty (30) seconds west; thence south eighty-nine (89)
    degrees, fifty-six (56) minutes, thirty (30) seconds west along said
    line drawn one hundred fifty (150.00) feet northerly of and parallel
    to the southerly line of the southeast one-quarter (1/4) of Section 21 a
    distance of two hundred (200.00) feet to the intersection of a line
    drawn two hundred (200.00) feet westerly of and parallel to the said
    easterly line of the southeast one-quarter (1/4) of Section 21 bearing
    south zero (00) degrees, zero (00) minutes, zero (00) seconds west;
    thence south zero (00) degrees, zero (00) seconds west along said
    line drawn two hundred (200.00) feet westerly of and parallel to the
    easterly line of the southeast one-quarter (1/4) of Section 21 a distance
    of one hundred fifty (150.00) feet to the intersection of the said
    southerly line of the southeast one-quarter (1/4) of Section 21 bearing
    north eighty.nine (89) degrees, fifty-six (56) minutes, thirty (30)
    seconds east; thence north eighty-nine (89) degrees, fifty-six (56)
    minutes, thirty (30) seconds east along the said southerly line of the
    southeast one-quarter (1/4) of Section 21 a distance of two hundred
    (200.00) feet to the point of beginning. Containing 0.689 acres more
    or less. Subject to all legal highways.

    12. Midway Substation situated in Washington Township, Henry
County, Ohio, and described as:

         A parcel of land being part of the southwest 1/4 of Section 14,
    Town 6 north, Range 8 east, in Washington Township, Henry





                      A-176
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    County, Ohio, said parcel of land being bounded and described as
    follows:

         Beginning at the southwesterly comer of the said southwest 1/4
    of Section 14; thence in an easterly direction along the southerly line
    of the said southwest 1/4 of Section 14, having an assumed bearing of
    north 89 degrees 57 minutes 22 seconds east, a distance of 1327.13
    feet to a point; thence north 00 degrees 00 minutes 07 seconds west
    along a line, a distance of 975.01 feet to a point; thence north 89
    degrees 59 minutes 53 seconds east along a line, a distance of 250.00
    feet to a point; thence north 00 degrees 00 minutes 07 seconds west
    along a line a distance of 686.80 feet to the southeasterly right of way
    line of the Wabash Railroad (now NorfoLk and Western Railway Com-
    pany); thence south 64 degrees 23 minutes 44 seconds west along said
    southeasterly right of way line of the Wabash Railroad, a distance of
    1748.81 feet to the intersection of the westerly line of the said southwest
    1/4 of Section 14, bearing south 00 degrees 00 minutes 00 seconds; thence
    south 00 degrees 00 minutes 00 seconds along the said westerly line of
    the southwest 1/4 of Section 14, a distance of 907.08 feet to the point of
    beginning.
         Subject to legal highways.

    13. East Archbold Substation situated in the Village of Archbold,
Fulton County, Ohio, and described as:

         Situated in the Northwest quarter of Section 33 in Town 7 North
    of Range 5 East and more particularly described as follows:
         Commencing at the point of intersection of the East line of Lin-
    coln Street with the North line of the right-of-way of Penn Central
    Company (formerly also known as the Lake Shore & Michigan Southern
    Railway and The New York Central Railroad) as the point of begin-
    ning; thence North, along the East line of Lincoln Street, a distance
    of 287.52 feet; thence East, at an interior parcel angle of 89 degrees,
    49 minutes, a distance of 200 feet; thence South, parallel to the East
    ine of Lincoln Street, to the North line of the right-of-way of Penn
    Central Company; thence Southwesterly, along the North line of Penn
    Central Company, to the point of beginning; excepting and reserving,
    however, to the Village of Archbold, its successors and assigns, a





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right-of-way for street, sewer and water line purposes over, across and
under the South 30 feet of said property; subject, however, to all sub-
sisting easements, restrictions and zoning ordinances and subject fur-
ther to taxes for the tax year 1969 and installments of assessments.
if any, for the tax year 1969 and thereafter, both of which the grantee
herein assumes and agrees to pay; but together with a nonexclusive
easement for ingress to and egress from said parcel over a 25 feet wide
strip of land lying immediately adjacent to the North boundary of said
parcel and extending from the East boundary of said parcel (extended
North) on the East to the East line of Lincoln Street on the West.





            [REMAINDER  OF  PAGE
            INTENTIONALLY BLANK]





                      A-178
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                                                                            (TE)


Trustee at or before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the payment of the
principal of, and interest and premium, if any, on, all bonds from time to time
outstanding under the Indenture, according to the terms of said bonds and of
the coupons attached thereto, has granted, bargained, sold, warranted, aliened,
remised, released, conveyed, assigned, transferred, mortgaged, pledged, set
over and confirmed, and by these presents doth grant, bargain, sell, warrant,
alien, remise. release, convey, assign, transfer, mortgage, pledge, set over
and confirm unto The Chase Manhattan Bank (National Association), as Trustee,
and its successor or successors in the trust and its assigns forever, with the
same force and effect and subject to the same reservations, exceptions,
limitations, restrictions, servitudes, easements, rights and privileges as
contained in the Original Indenture and to "permitted encumbrances" as defined
in the Original Indenture, as though specifically described in the granting
clauses of the Original Indenture, the following described tracts or parcels of
real estate, all situated in the State of Ohio, to-wit:

    1.  Additional parcels comprising part of the site of the Bay Shore
Generating Station, situated in the City of Oregon, Lucas County, Ohio, and
described as:

         Parcel 1:

         Lot number two (2) in Gibson's Subdivision (recorded in Vol-
    ume 9 of Plats, page 6) of part of Lot number three (3) of Subdivision
    made by Jonathan Wynn (recorded in Volume 3 of Plats, page 63) of
    Original Lots one (1), two (2), four (4) and the west part of lot three
    (3) of Sections twenty-three (23) and twenty-four (24), Town nine
    (9) South, Range eight (8) East, in the City of Oregon, Lucas County,
    Ohio, except therefrom the following:
         Beginning at the southeasterly corner of said lot two (2); thence
    northerly along the easterly line of said lot two (2) a distance of two
    hundred and no hundredths (200.00) feet; thence westerly along a
    line at right angles to the last described line, a distance of eighty-nine
    and thirty hundredths (89.30) feet; thence southerly along a line par-
    allel to the easterly line of said lot two (2) a distance of one hundred
    fifty-four and ninety-nine hundredths (154.99) feet to the southerly line
    of said lot two (2); thence southeasterly along the southerly line of said
    lot two (2), a distance of one hundred and no hundredths (100.00) feet
    to the place of beginning. Subject to legal highways.





                                    A-179
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                                                                            (TE)


         Parcel 2:

         That part lying southerly of the Maumee Bay of the 2 1/2 acres of
    Lot Number 2, as surveyed by Jonathan Wynn, being parts of Lots
    Numbers 1 and 2 of the United States Survey in Section 23, Township 9,
    Range 8 East in the City of Oregon, Lucas County, Ohio, being the
    east 1/2 of the 5 acres bounded and described as follows:

         Commencing 209 feet from the westerly line of the whole lot at the
    center of Bay Shore Road; thence southeast 213 feet 8 inches, thence
    north 1124 feet; thence northwest 224 1/2 feet; thence south 1150 feet
    to the place of beginning.
         Subject to legal highways.

         Parcel 3:

         That part of Lot Number 4 of the Southwest 1/4 of Section 23,
    Township 9 South, Range 8 East, in the City of Oregon, Luck County,
    Ohio, bounded and described as follows:

         Beginning at the Northwest corner of said Lot Number 4 (being
    also the Northwest corner of said Southwest 1/4 of Section 23); thence
    southerly along the West line of said Lot 4 (being also the West line of
    said Southwest 1/4 of Section 23), a distance of 230 feet; thence East-
    erly on a line parallel with the North line of said Lot Number 4 (being
    also the North line of said Southwest 1/4 of Section 23), a distance of
    207.4 feet; thence Northerly on a line parallel with the West line of
    said Lot Number 4, a distance of 230 feet; thence Westerly 207.4 feet
    to the place of beginning.

               Subject to legal highways and easements of record.

    2.  Parcels comprising part of the right-of-way for the 345 K.V.
Lemoyne-Midway Transmission Line situated in Lucas County, Ohio, Wood
County, Ohio, and Henry County, Ohio, and described as:

         Parcel 1:

         Being all that part of the northeast quarter (1/4) Of Section 19,
    Town 6-North, Range 10-East, in Waterville Township, Lucas County,
    Ohio, described as follows:

         Commencing at the intersection of the centerline of said River
    Road, also known as State Route #24 with the northerly line of the




                                     A-180
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                                                                            (TE)

said northeast one-quarter (1/4) of Section 19; thence in a southwesterly
direction along the said centerline of the River Road also known as
State Route #24, having an assumed bearing of south thirty-eight (38)
degrees, forty-three (43) minutes, twenty-five (25) seconds west, a
distance of one hundred ten and no hundredths (110.00) feet to the
intersection of the northerly line of a parcel of land as described in
volume 1713, Page 326, Lucas County deed records, said intersection
being the true point of beginning; thence continuing south thirty-eight
(38) degrees, forty-three (43) minutes, twenty-five (25) seconds west
along said centerline of the River Road also known as State Route #24,
a distance of forty-six and seventy-one hundredths (46.71) feet to the
intersection of the point of a curve, said curve having a radius of one
thousand nine hundred nine and eighty-six hundredths (1909.86) feet
and a tangent of one hundred eighteen and forty-eight hundredths
(118.48) feet; thence in a southwesterly direction along the said cen-
terline of River Road curve, also known as State Route #24, an arc
distance of forty-six and seventy-two hundredths (46.72) feet to a
point; thence north eighty-one (81) degrees, eight (08) minutes,
twenty-nine (29) seconds east, a distance of one hundred twenty-six
and fifty-five hundredths (126.55) feet to the intersection of the said
northerly line of a parcel of land as described in Volume 1713, Page
326, Lucas County deed records; thence north fifty-one (51) degrees,
sixteen (16) minutes, thirty-five (35) seconds west along the said
northerly line of a parcel of land as described in Volume 1713, Page
326, Lucas County deed records, a distance of eighty-four and seventy.
nine hundredths (84.79) feet to the true point of beginning.
    Containing 0.09 acres more or less. Subject to legal highways.

    Parcel 2:

    A parcel of land being part of Original Lot Number 1 in the
northeast one-quarter (1/4) of Section 19, Town 6 North, Range 10
East, in Waterville Township, Lucas County, Ohio, lying northwesterly
of the Toledo Napoleon Road, said parcel of land being bounded and
described as follows:
    Beginning at the northwest corner of the said northeast one-
quarter (1/4) of Section 19; thence in an easterly direction along the
northerly line of the said northeast one-quarter (1/4) of Section 19,
having an assumed bearing of south eighty-nine (89) degrees, forty-six




                                     A-181
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                                                                            (TE)


  (46) minutes, thirty-five (35) seconds east, a measured distance of
  eight hundred ninety-four and seventy-three hundredths (894.73) feet
  to a point; thence south fifty-two (52) degrees, thirteen (13) minutes,
  fifteen (15) seconds east along a line that is drawn at right angles to
  the old centerline of the said Toledo Napoleon Road, said line being
  drawn from a point located one hundred ten and no hundredths (110.00)
  feet (as measured along the said old centerline of the Toledo Napoleon
  Road) southwesterly from the intersection of the said northerly line of
  the northeast one-quarter (1/4) of Section 19 with the said old center-
  line of the Toledo Napoleon Road, a measured distance of one hun-
  dred forty-three and seven hundredths (143.07) feet to the intersection
  of the said old centerline of the Toledo Napoleon Road; thence south
  thirty-seven (37) degrees, forty-six (46) minutes, forty-five (45) seconds
  west along the said old centerline of the Toledo Napoleon Road a
  measured distance of forty-four and fifty-five hundredths (44.55) feet
  to a point of curve; thence in a southwesterly direction along a curve
  to the right, having a measured delta angle of four (04) degrees, ten
  (10) minutes, six (06) seconds, a measured radius of one thousand
  nine hundred nine and eighty-six hundredths (1909.86) feet and a
  measured arc distance of one hundred thirty-eight and ninety-five
  hundredths (138.95) feet to a point on said curve that is two hun-
  dred twenty-nine and fifty hundredths (229.50) feet (measured at
  right angles) southerly of the said northerly line of the northeast one-
  quarter (1/4) of Section 19; thence north eighty-nine (89) degrees,
  forty-six (46) minutes, thirty-five (35) seconds west along a line drawn
  two hundred twenty-nine and fifty hundredths (229.50) feet southerly
  of any parallel to the said northerly line of she northeast one-quarter
  (1/4) of Section 19, a measured distance of eight hundred eighty-nine
  and thirty-two hundredths (889.32) feet to the intersection of the
  westerly line of the said northeast one-quarter (1/4) of Section 19;
  thence north zero (00) degrees, thirty-two (32) minutes, ten (10)
  seconds west along the said westerly line of the northeast one-quarter
  (1/4) of Section 19, a measured distance of two hundred twenty-nine
  and fifty-two hundredths (229.52) feet to the point of beginning.
      Containing 5.006 acres of land more or less.
      Subject to legal highways.
      Together with any and all riparian rights appurtenant or inci-
  dental thereto and all privileges and appurtenances to the same be-
  longing.



                                     A-182
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                                                                            (TE)


    Parcel 3:

    A parcel of land beginning at the northwest corner of the
southwest quarter (1/4) of the southwest quarter (1/4) of Section
fifteen (15), Town six (6) North, Range twelve (12) East, in Troy
Township, Wood County, Ohio; thence east along the north line of
said southwest quarter (1/4) of the southwest quarter (1/4) a distance
of one hundred sixty-five (165) feet; thence south and parallel with
the west line of said section a distance of sixty-eight (68) feet; thence
west and parallel with the south line of said section a distance of one
hundred sixty-five (165) feet; thence north along the west line of said
section a distance of sixty-eight (68) feet to the place of beginning and
containing twenty-five hundredths (0.25) acre of land more or less.
    Subject to all legal highways.

    Parcel 4:

    The south half (1/2) of the southwest quarter (1/4) of Section 14,
Town 6-North, Range 8-East, Washington Township, Henry County,
Ohio, excepting therefrom the following parcels of land:

         (a) A parcel of land in the southwest quarter (1/4) of Sec-
  tion 14 in said Township and more particularly described as follows:
  Commencing at the southwest corner of said Section 14; thence in
  an easterly direction along the southerly line of said southwest quarter
  (1/4) of Section 14, a distance of one thousand five hundred seventy-
  seven and thirteen hundredths (1577.13) feet, which is the true place
  of beginning of the herein conveyed premises; thence north a dis-
  tance of one hundred sixty-five (165) feet to a point; thence east,
  a distance of one hundred (100) feet to a point; thence south, a
  distance of one hundred sixty-five (165) feet to the southerly ine
  of said Section 14; thence in a westerly direction along the south-
  erly line of said Section 14, a distance of one hundred (100) feet
  to the true place of beginning and containing thirty-eight hundredths
  (0.38) acre of land, more or less.

      (b)  A parcel of land in the southwest quarter (1/4) of Sec-
  tion 14 in said Township and more particularly described as follows:
  Commencing at the southwest corner of said Section 14; thence in
  an easterly direction along the southerly line of said southwest quarter
  (1/4) of Section 14, a distance of one thousand three hundred fifty-
  seven and thirteen hundreds (1357.13) feet, which point is the place



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                                                                            (TE)


of beginning of the herein conveyed premises; thence north, a dis-
tance of one hundred sixty-five (165) feet; thence east, a distance of
two hundred twenty (220) feet; thence south, a distance of one
hundred sixty.five (165) feet to the southerly line of said Section 14;
thence in a westerly direction along the southerly line of said Sec-
tion 14, a distance of two hundred twenty (220) feet to the place
of beginning and containing eighty-three hundredths (0.83) acre of
land, more or less.

      (c) A parcel of land being part of the southwest quarter (1/4)
of Section 14, Town 6-North, Range 8-East, in Washington Town-
ship, Henry County, Ohio, said parcel of land being bounded and
described as follows: Beginning at the southwesterly corner of the
said southwest quarter (1/4) of Section 14, thence in an easterly
direction along the southerly line of the southwest quarter (1/4) of
Section 14, having an assumed bearing of north eighty-nine degrees,
fifty-seven minutes, twenty-two seconds (89 degrees 57' 22") east, a dis-
tance of one thousand three hundred twenty-seven and thirteen
hundredths (1327.13) feet to a point; thence north zero degrees,
zero minutes, seven seconds (00 degrees 00' 07") west along a line, a dis-
tance of nine hundred seventy-five and one hundredth (975.01) feet
to a point; thence north eighty-nine degrees, fifty-nine minutes, fifty-
three seconds (89 degrees 59' 53") east along a line, a distance of two
hundred fifty and no hundredths (250.00) feet to a point; thence
north zero degrees, zero minutes, seven seconds (00 degrees 00' 07") west
along a line, a distance of six hundred eighty-six and eighty hun-
dredths (686.80) feet to the southeasterly right of way line of the
Wabash Railroad (now Norfolk & Western Railway Company);
thence south sixty-four degrees, twenty-three minutes, forty-four sec-
onds (64 degrees 23' 44") west along said southeasterly right of way line
of the Wabash Railroad, a distance of one thousand seven hundred
forty-eight and eighty-one hundredths (1748.81) feet to the inter-
section of the westerly line of the said southwest quarter (1/4) of
Section 14, bearing south zero degrees, zero minutes, zero seconds
(00 degrees 00' 00"); thence south zero degrees, zero minutes, zero sec-
onds (00 degrees 00' 00") along the said westerly line of the southwest
quarter (1/4) of Section 14, a distance of nine hundred seven and
eight hundredths (907.08) feet to the point of beginning and con-
taining forty and ninety-one hundredths (40.91) acres of land, more
or less.
    Subject to legal highways.


                                     A-184
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                                                                            (TE)


         Parcel 5:

         Being a piece of land out of the southwest quarter (1/4) of the
    southwest quarter (1/4) of Section fifteen (15), Town six (6) North,
    Range twelve (12) East, Troy Township, Wood County. Ohio, and
    more particularly described as follows: Commencing at a point in the
    west line of said section a distance of sixty-eight (68) feet south of
    the northwest corner of said southwest quarter (1/4) of the southwest
    quarter (1/4) of said section; thence east parallel with the south line
    of said section a distance of one hundred sixty-five (165) feet; thence
    south parallel with the west line of said section a distance of sixty-
    eight (68) feet; thence west parallel to the south line of said section
    a distance of one hundred sixty-five (165) feet; thence north along
    the west line of said section a distance of sixty-eight (68) feet to the
    place of beginning.
         Subject to all legal highways.

    3. Additional parcels comprising part of the right-of-way on the 345
K. V. MIIO transmission line situated in Lucas County, Ohio, and described
as:
         Parcel 1:

         A parcel of land being part of Fractional Section 20, Town nine
    (9) South, Range eight (8) East in the City of Toledo, Lucas County,
    Ohio, said parcel of land being bounded and described as follows:
         Commencing at the northeast corner of said Fractional Section 20;
    thence in a westerly direction along the northerly line of said Fractional
    Section 20 having an assumed bearing of south eighty-nine (89) degrees,
    fifty-five (55) minutes, fifty-five (55) seconds west a distance of fifty
    and fourteen hundredths (50.14) feet to the intersection of the center-
    line of Detwiler Ditch (as now located) bearing north twenty-two (22)
    degrees, forty-six (46) minutes, thirty (30) seconds east; thence con-
    tinuing south eighty-nine (89) degrees, fifty-five (55) minutes, fifty-
    five (55) seconds west along the said north line of Fractional Section
    20 a distance of six hundred twenty five and thirteen hundredths
    (625.13) feet to a point; said point being the true point of beginning;
    thence continuing south eighty-nine (89) degrees, fifty-five (55) min-
    utes, fifty-five (55) seconds west along said north line of Fractional
    Section 20 a distance of three hundred thirty and eighteen hundredths
    (330.18) feet to a point; thence south sixty-three (63) degrees, two
    (02) minutes, fifty-five (55) seconds east along a line a distance of

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                                                                            (TE)





    eight hundred eighty-two and seventy-three hundredths (882.73) feet
    to the intersection of the said centerline of Detwiler Ditch (as now
    located) bearing north twenty-two (22) degrees, forty-six (46) minutes,
    thirty (30) seconds east; thence north twenty-two (22) degrees, forty-
    six (46) minutes, thirty (30) seconds east along the said centerline
    of Detwiler Ditch (as now located) a distance of one hundred fifty and
    forty hundredths (150.40) feet to a point; thence north sixty-three (63)
    degrees, two (02) minutes, fifty-five (55) seconds west along a line a
    distance of five hundred seventy-seven and sixty-three hundredths
    (577.63) feet to the true point of beginning.
         Containing 2.514 acres more or less.

         Parcel 2:

         A parcel of land described as the west one-half (1/2) of the west
    one-half (1/2) of the northeast quarter (1/4) of Section ten (10). Town
    ten (10) South, Range eight (8) East in the City of Oregon, Lucas
    County, Ohio, excepting therefrom the north two hundred sixty-four
    (264) feet of the east one hundred sixty-five (165) feet thereof and
    also excepting therefrom the south two hundred fifty (250) feet of the
    west one hundred fifty (150) feet thereof. Subject to legal highways.

    4. Additional parcels comprising part of the 345 K. V. MIIO Loop to
Bay Shore Generating Station, a part of the Bay          ville Steel Tower
transmission line right-of-way situated in the City of Oregon, Lucas County.
Ohio and described as:

          Parcel 1:

          (a) A 3.323 acre parcel out of Section 27, T-9-S, R-8-E, City of
    Oregon, Lucas County, Ohio, said parcel being a portion of that
    certain 13.33 acre tract conveyed to Phillips Petroleum Company by
    Minnie Mong, et vir. by Warranty Deed dated May 31, 1962 and
    recorded in Volume 1812, page 490, of the Deed Records of Lucas
    County, Ohio, said parcel being more particularly described as follows:
          Beginning at the southeast corner of Section 27, T-9-S, R-8-E, City
    of Oregon, Lucas County, Ohio; thence N 89 degrees 52' 22" W, with the
    south line of said Section 27, a distance of 1760 feet; thence N 0 degrees
    08' 49" W, parallel with the east line of said Section 27, a dis- tance of
    976.76 feet to the southeast corner and True Point of Be-



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ginning of the herein described parcel; thence N 0 degrees 08' 49" W, parallel
with the east line of said Section 27, a distance of 343.24 feet to the
northeast corner of the said 13.33 acre tract; thence N 89 degrees 52' 22" W,
parallel with the south line of said Section 27, a distance of 440.00
feet to the northwest corner of said 13.33 acre tract; thence S 0 degrees 08'
49" E, parallel with the east line of said Section 27, a distance of
322.80 feet to a point for the southwest corner of the herein described
parcel; thence S 89 degrees 56' 56" E 167.12 feet; thence S 85 degrees 32' 43"
E 273.76 feet to the True Point of Beginning and containing 3.323 acres, more 
or less.

     (b) Beginning at the southeast corner of Section 27, T-9-S,
R-8-E, City of Oregon, Lucas County, Ohio; thence N 89 degrees 52' 22" W,
with the south line of said Section 27, a distance of 1760 feet; thence
N 0 degrees 08' 49" W, parallel with the east line of said Section 27, a dis-
tance of 976.76 feet to the True Point of Beginning of the herein
described parcel; same being the southeast corner of the herein above
described 3.323 acre parcel; thence with the south line of said 3.323
acre parcel as follows: N 85 degrees 32' 43" W 273.76 feet and N 89 degrees 56'
56" W 167.12 feet to the southwest corner thereof; thence S 0 degrees 08' 49"
E, parallel with the east line of said Section 27, a distance of 100.00
feet; thence parallel with and 100 feet southerly from the south line
of said 3.323 acre parcel as follows: S 89 degrees 56' 56" E 162.93 feet and
S 85 degrees 32' 43" E 277.96 feet to a point in the east line of the said
13.33 acre tract; thence N 0 degrees 08' 49" W, parallel with the east line of
said Section 27, a distance of 100.32 feet to the True Point of Begin-
ning and containing 1.012 acres, more or less.

     Parcel 2:

     A parcel of land being part of the south one half (1/2) of the
southeast quarter (1/4) of Section 27, Town 9 South, Range 8 East in
the City of Oregon, Lucas County, Ohio, said parcel of land being
bound and described as follows:
     Commencing at the southeast corner of the said southeast quarter
(1/4) of Section 27; thence in a westerly direction along the southerly
line of said southeast quarter (1/4) of Section 27 having an assumed
bearing of north eighty nine degrees, fifty two minutes and twenty two
seconds (89 degrees 52' 22") west, a distance of eight hundred eighty and no
hundredths (880.00) feet to the intersection of a line drawn eight hun-



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    dred eighty and no hundredths (880.00) feet westerly of and parallel to
    the easterly line of the said southeast quarter (1/4) of Section 27, said
    easterly line of the southeast quarter (1/4) of Section 27 bearing north
    zero degrees eight minutes forty nine seconds (00 degrees 08' 49") west;
    thence north zero degrees eight minutes forty nine seconds (00 degrees 08'
    49") west along said line drawn eight hundred eighty and no hundredths
    (880.00) feet westerly of and parallel to the easterly line of the
    southeast quarter (1/4) of Section 27 a distance of nine hundred
    twenty-three and forty-eight hundredths (923.48) feet to a point and being
    the true point of beginning; thence continuing north zero degrees, eight
    minutes, forty nine seconds (00 degrees 08' 49") west along said line drawn
    eight hundred eighty and no hundredths (880.00) feet westerly of and
    parallel to the easterly line of the southeast quarter (1/4) of Section 27
    a distance of ninety-six and fifty-two hundredths (96.52) feet to the
    intersection of a line drawn one thousand twenty and no hundredths
    (1020.00) feet northerly of and parallel to the said southerly line of
    the southeast quarter (1/4) of Section 27; thence north eighty-nine
    degrees, fifty-two minutes, twenty-two seconds (89 degrees 52' 22") west
    along said line drawn one thousand twenty and no hundredths (1020.00)
    feet northerly of and parallel to the southerly line of the southeast
    quarter (1/4) of Section 27 a distance of eighty and no hundredths (80.00)
    feet to the intersection of a line drawn nine hundred sixty and no
    hundredths (960.00) feet westerly of and parallel to the said easterly
    line of the southeast quarter (1/4) of Section 27; thence south zero
    degrees, eight minutes, forty-nine seconds (00 degrees 08' 49") east along
    said line drawn nine hundred sixty and no hundredths (960.00) feet westerly
    of and parallel to the easterly line of the southeast quarter (1/4) of
    Section 27 a distance of ninety six and sixty-two hundredths (96.62) feet
    to a point; thence south eighty nine degrees, fifty-six minutes, thirty-one
    seconds (89 degrees 56' 31") east along a line a distance of eighty and no
    hundredths (80.00) feet to the true point of beginning, containing 0.177
    acres, more or less.

                                   Parcel 3:

        The north six hundred sixty (660) feet of the east eight hundred eighty
    (880) feet of the south one-half (1/2) of the southeast quarter (1/4) of
    Section twenty-seven (27), Town nine (9) South, Range eight (8) East, in
    the City of Oregon, Lucas County, Ohio.





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     5. Parcels comprising part of the right-of-way for the 345 K.V. Bay
Shore-Davis-Besse Transmission Line situated in Lucas County, Ohio, and
described as:

         Parcel 1:

         The East two and fifty-four hundredths (2.54) acres of the North
     half (1/2) of the West quarter (1/4) of the East half (1/2) of the South-
     west quarter (1/4) of Section 32, Town 9-South, Range 9-East in the
     City of Oregon, Lucas County, Ohio.

         Parcel 2:

         Being a parcel of land located in Section number 32, Town 9
     South, Range 9 East in Jerusalem Township, Lucas County, Ohio, and
     described as follows:
         Beginning at the southeast corner of the said southeast 1/4 of
     Section number 32; thence in a westerly direction along the southerly
     line of the said southeast 1/4 of Section number 32, having an assumed
     bearing of north 88 degrees 42 minutes 07 seconds west, a distance of
     364.00 feet to a point located on the westerly line of the east 364.00
     feet of the southeast 1/4 of Section number 32; thence north 01 degree
     05 minutes 07 seconds east along the said westerly line of the east
     364.00 feet of the southeast 1/4 of Section number 32, a distance of
     321.85 feet to the intersection of the centerline of Toledo Edison
     Transmission Line, said intersection being Station 234 + 02.88 on the
     said centerline of the Toledo Edison Transmission Line; thence con-
     tinuing north 01 degree 05 minutes 07 seconds east along said westerly
     line of the east 364.00 feet of the southeast 1/4 of Section number 32,
     a distance of 89.17 feet to the intersection of a line drawn 75.00 feet
     northeasterly of and parallel to the said centerline of Toledo Edison
     Transmission Line; thence south 56 degrees 10 minutes 10 seconds
     east along said line drawn 75.00 feet northeasterly of and parallel to
     the centerline of Toledo Edison Transmission Line, a distance of
     432.78 feet to the intersection of the easterly line of the said southeast
     1/4 of Section number 32, bearing south 01 degree 05 minutes 07
     seconds west; thence south 01 degree 05 minutes 07 seconds west
     along the said easterly line of the southeast 1/4 of Section number 32,
     a distance of 89.17 feet to the intersection of the said centerline of
     Toledo Edison Transmission Line, said intersection being Station




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238 + 35.65 on the said centerline of Toledo Edison Transmission Line;
thence continuing south 01 degree 05 minutes 07 seconds west along
said easterly line of the southeast 1/4 of Section number 32, a distance
of 89.11 feet to the point of beginning.
     Subject to legal highways.

Parcel 3:

     A parcel of land being part of the east one-half (1/2) of the
southwest one-quarter (1/4) of the southeast one-quarter (1/4) of
Section 32, Town 9 South, Range 9 East, in the City of Oregon, Lucas
County, Ohio, said parcel being bounded and described as follows:
     Commencing at the intersection of the south line of the said
southeast one-quarter (1/4) of Section 32 and the east-line of the said
east one-half (1/2) of the southwest one-quarter (1/4) of the southeast
one-quarter (1/4) of Section 32; thence in a northerly direction along
the said east line of the east one-half (1/2) of the southwest one-quarter
(1/4) of the southeast one-quarter (1/4) of Section 32, having an
assumed bearing of north one (01) degree, six (06) minutes, Sixteen
(16) seconds east, a distance of seven hundred thirty-four and ninety-
eight hundredths (734.98) feet to a point, said point also being the
true point of beginning; thence north fifty-six (56) degrees, ten (10)
minutes, ten (10) seconds west along a line, a distance of seven hun-
dred eighty-eight and seventeen hundredths (788.17) feet to the inter-
section of the west line of the said east one-half (1/2) of the southwest
one-quarter (1/4) of the southeast one-quarter of Section 32; thence
north one (01) degree, six (06) minutes, fifty (50) seconds east along
the said west line of the east one-half (1/2) of the southwest one-quarter
(1/4) of the southeast one-quarter (1/4) of Section 32, a distance of one
hundred seventy and forty-one hundredths (170.41) feet to the inter-
section of the north line of the said east one-half (1/2) of the southwest
one-quarter (1/4) of the southeast one-quarter (1/4) of Section 32;
thence south eighty-eight (88) degrees, thirty-eight (38) minutes, fifty-
two (52) seconds east along the said north line of the east one-half
(1/2) of the southwest one-quarter (1/4) of the southeast one-quarter
(1/4) of Section 32, a distance of six hundred sixty-three and four
hundredths (663.04) feet to the intersection of the said east line of the
east one-half (1/2) of the southwest one-quarter (1/4) of the southeast
one-quarter (1/4) of Section 32; thence south one (01) degree, six (06)




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                                                                            (TE)





    minutes, sixteen (16) seconds west along the said east line of the east
    one-half (1/2) of the southwest one-quarter (1/4) of the southeast one-
    quarter (1/4) of Section 32, a distance of five hundred ninety-three and
    sixty-five hundredths (593.65) feet to the true point of beginning.
                  Containing 5.724 acres of land more or less.

    6.  Parcels comprising part of the right-of-way for a 138 K.V. trans-
mission line from the Toledo-Defiance Transmission Line to Hawthorne
Substation situated in the City of Maumee, Lucas County, Ohio, and described
as:

    Parcel 1:

         That part of Lot number two (2) of the Partition Plat of the
     Southeast quarter (1/4) and part of the northeast quarter (1/4) of
     Section thirty-four (34), Town two (2) United States Reserve in The
     City of Maumee, Lucas County, Ohio, made and surveyed by C. E.
     Pettis, Civil Engineer, called the "Wesley F. Strayer Partition Plat"
     attached to the report of the Commissioners in Cause No. 139986 in
     the Court of Common Pleas, Lucas County, Ohio and made a part
     thereof and which is bounded and described as follows: Beginning at
     an iron pipe set in the east and west centerline of Section thirty-four
     (34), in the Southeast corner of said Lot number     2 thence one
     thousand four hundred thirty-two and zero two hundredths (1432.02)
     feet north to an iron pipe in the north line of occupation, thence west
     along said line a distance of twenty-nine and zero nine hundredths
     (29.09) feet more or less to the easterly line of Interstate Route 475,
     thence southerly along said easterly line of said Route 475 a distance
     of fourteen hundred thirty-two and nine hundredths (1432.09) feet to
     the east and west centerline of said Section thirty-four (34), thence
     easterly along said east and west centerline of Section thirty-four (34)
     a distance of twenty-four and ninety-one hundredths (24.91) feet more
     or less to the place of beginning.

    Parcel 2:

         That part of Lot number three (3) of the Partition Plat of part
     of the southeast quarter (1/4) and part of the northeast quarter (1/4)
     of Section thirty-four (34), Town two (2) United States Reserve in
     the City of Maumee, Lucas County, Ohio, made and surveyed by C. E.
     Pettis, Civil Engineer, called the "Wesley F. Strayer Partition Plat",


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                                                                            (TE)





     attached to report of Commissioners in Cause Number 139986 in the
     Common Pleas Court, Lucas County, Ohio, and made a part hereof,
     and which is bounded and described as follows: Beginning at a railroad
     spike set in the center line of the Maumee-Western Road in the south-
     east corner of the said Lot number three (3); thence north seven
     hundred thirty-eight and ninety-seven hundredths (738.97) feet to an
     iron pipe set in the east and west center line of Section thirty-four (34);
     thence West along said east and west centerline of said Section thirty-
     four (34) a distance of twenty-four and ninety-one hundredths (24.91)
     feet more or less to the easterly line of Interstate Route No. 475,
     thence southerly along said easterly line of Interstate Route No. 475 to
     the centerline of the Maumee-Western Road; thence southeasterly along
     the centerline of the Maumee-Western Road to the place of beginning.
     Subject to legal highways.

         Parcel 3:

         That part of the west one-half (1/2) of the northeast quarter (1/4)
     of Section three (3), Town one (1) in the United States Reserve in
     the City of Maumee, Lucas County, Ohio, lying easterly of Interstate
     Route No. 475 as conveyed to the State of Ohio by instrument recorded
     in Volume 1880 of Deeds, page 634.

    7.  Parcels comprising part of the right-of-way for a 138 K.V. trans
mission line from Vulcan Substation to Hawthorne Substation situated in
Lucas County, Ohio, and described as:

         Parcel 1:

         That part of the West one-half (1/2) of the West one-half (1/2) of
     the Northeast one-quarter (1/4) of Section 15 in Town 2 of the 12 miles
     square of the United States Reserve in Springfield Township, Lucas
     County, Ohio, bounded and described as follows:
         Beginning at the point of intersection of the northline of said
     Section 15 (said northline of Section 15 also being the centerline of
     Angola Road) with the easterly right of way line of Interstate Route
     475; thence in an easterly direction along said northline of Section 15
     to a point located on the eastline of the said west one-half (1/2) of the
     west one-half (1/2) of the northeast one-quarter (1/4) of Section 15;
     thence in a southerly direction along the eastline of the west one-half
     (1/2) of the west one-half (1/2) of the northeast one-quarter (1/4) of



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                                                                            (TE)





Section 15 to the point of intersection with the said easterly right of
way line of Interstate Route 475; thence in a northwesterly direction
along the said easterly right of way line of Interstate Route 475 to the
place of beginning. Subject to legal highways.

     Parcel 2:

     Being that part of the northwest quarter (1/4) of the northeast
quarter (1/4) of Section twenty-seven (27), Town two (2) United
States Reserve of twelve (12) miles square at the foot of the Rapids
of the Miami of Lake Erie, in Springfield Township, Lucas County,
Ohio, bounded and described as follows:
     Commencing at the northeast corner of the northwest quarter
(1/4) of the northeast quarter (1/4) of said Section twenty-seven (27);
thence north eighty-four (84) degrees twenty (20) minutes thirty-
seven (37) seconds west along the north line of the northwest quarter
(1/4) of the northeast quarter (1/4) of said Section twenty-seven (27)
a distance of four hundred sixty-six and fourteen hundredths (466.14)
feet to the true point of beginning located on a line (being an easterly
limited access right-of-way line of Interstate Route 475) that is one
hundred fifty and no tenths (150.0) feet (measured at right angles)
easterly of and parallel with the centerline of survey of said Interstate
Route 475: thence south one (l) degree thirty-eight (38) minutes
seven (07) seconds east, along said easterly limited access right-of-way
line of Interstate Route 475 a distance of five hundred sixteen and four
hundredths (516.04) feet to an angle point in the easterly limited
access right-of-way line of said Interstate Route 475; thence south five
(5) degrees forty-six (46) minutes fifty-five (55) seconds east along
an easterly limited access right-of-way line of said Interstate Route 475,
a distance of five hundred fifty-four and sixty-two hundredths (554.62)
feet to a point on the northerly line of the Ohio Turnpike; thence north
eighty-eight (88) degrees twenty-seven (27) minutes fifty-three (53)
seconds east along the northerly line of the said Ohio Turnpike, a dis-
tance of two hundred forty-five and no tenths (245.0) feet to a point
on the northwesterly Bank of Swan Creek (as now located); thence
north thirty-eight (38) degrees twelve (12) minutes fifty-three (53)
seconds east along the northwesterly Bank of said Swan Creek, to the
intersection of a line drawn fifty (50) feet north of and parallel to the
said northerly line of the Ohio Turnpike; thence in a westerly direction



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along said line drawn fifty (50) feet north of and parallel to the said
northerly line of the Ohio Turnpike to a point located thirty-five (35)
feet (measured at right angles) easterly of the said easterly limited
access right of way line of Interstate Route 475; thence in a northerly
direction along a line drawn thirty-five (35) feet (measured at right
angles) easterly of and parallel to the said easterly limited access right
of way line of Interstate Route 475 to the intersection of the said north
line of the northwest quarter (1/4) of the northeast quarter (1/4) of
Section twenty-seven (27); thence in a westerly direction along the
said north line of the northwest quarter (1/4) of the northeast quarter
(1/4) of Section twenty-seven (27), to the true point of beginning and
containing one and twelve hundredths (1.12) acres of land, more or
less.

     Subject to legal highways.

     Parcel 3:

     The southerly fifty-five (55) feet (as measured at right angles to
the right-of-way to the Ohio Turnpike) of that part of the following
described Parcels 1, 2 and 3 lying north of and adjoining the north
right-of-way line of the Ohio Turnpike:
     Situated in Section 27, Town 2, Range USR, City of Toledo,
Lucas County, Ohio, more fully described as follows, to wit:

     (a) A piece or parcel of land situated in the east half (1/2) of
the northeast quarter (1/4) of Section 27, Town 2 in United States
Reserve of twelve (12) miles square at the foot of the Rapids of the
Miami of Lake Erie, formerly in Springfield Township, now in the
City of Toledo, Lucas County, Ohio, bounded and described as follows:
     Commencing at the point of intersection of the west line of the
east half (1/2) of the northeast quarter (1/4) of said Section 27, with
the centerline of Manley Road, as now located; thence north zero
degrees, two minutes, forty seconds (00 degrees 02' 40") west along the west
line of the east half (1/2) of the northeast quarter (1/4) of said Section
27, a distance of six hundred ninety-two and twenty-five hundredths
(692.25) feet to a point in the centerline of Swan Creek which is the
point of beginning; thence north fifty-seven degrees, fifty-one minutes,
one second (57 degrees 5' 01") east, along the centerline of Swan Creek,
a distance of ninety-seven and twenty-nine hundredths (97.29) feet to
the most westerly corner of premises conveyed to Warren D. Moon




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                                                                            (TE)





and Betty F. Moon by deed dated February 10, 1949, recorded in
Volume 1330 of Deeds, Page 550; thence south forty-five degrees,
forty-four minutes (45 degrees 44') east, along the southwesterly line of the
premises so conveyed by said deed recorded in Volume 1330 of Deeds,
Page 550, a distance of one hundred one and ninety-one hundredths
(101.91) feet to an angle in said line; thence south fifty-eight degrees
thirty-four minutes (58 degrees 34') east, and along the southwesterly line of
the premises, so conveyed, by said deed recorded in Volume 1330
of Deeds Page 550, to the point of intersection with the north line of
the premises conveyed to the State of Ohio by deed dated March 6,
1953, recorded in Volume 1487 of Deeds, Page 83, said north line
being parallel to and distant one hundred twenty (120) feet north-
erly measured on a line normal to the centerline of Ohio Turnpike
Project = 1, as shown by plat recorded in Volume 50, Page 12 of
Lucas County Map Records; thence westerly along said north line of
premises so conveyed by deed recorded in Volume 1487 of Deeds,
Page 83 to the point of intersection with the west line of the east half
(1/2) of the northeast quarter (1/4) of said Section 27; thence north-
erly along said west line to the place of beginning, excepting from
said premises that part thereof conveyed to State of Ohio as Parcel
48B-2 by deed dated November 3, 1953, recorded in Volume 1518
of Deeds Page 458, bounded as follows:
     Southerly by a line parallel to and distant one hundred twenty
(120) feet northerly from, measured on a line normal to, the center-
line of Ohio Turnpike Project #1, as shown by plat recorded in
Volume 50 of Maps, Page 12; northerly by a line parallel to and dis-
tant one hundred twenty-five (125) feet northerly from, measured on
a line normal to, said Turnpike centerline; easterly by a line drawn
northerly, normal to said Turnpike centerline, from Station 541 + 00
on said centerline; westerly by the westerly line of the east half (1/2)
of the northeast quarter (1/4) of said Section 27.
     Subject to legal highways.

     (b) A piece or parcel of land situated in the east half (1/2) of
the northeast quarter (1/4) of Section 27, Town 2 in the United States
Reserve of twelve (12) miles square at the foot of the Rapids of the
Miami of Lake Erie, formerly in Springfield Township, now in the
City of Toledo, Lucas County, Ohio, bounded and described as
follows:



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                                                                            (TE)





     Commencing at a point in the centerline of Manley Road, as now
located, eight hundred twenty-one and nine tenths (821.9) feet south-
westerly of the northeast corner of said Section 27; thence north forty-
five degrees, forty-four minutes (45 degrees 44') west, a distance of four
hundred eighty-three and seventy-four hundredths (483.74) feet to the
centerline of Swan Creek; thence south thirty-five degrees, forty-four
minutes (35 degrees 44') west, along the centerline of Swan Creek, a distance
of twenty-five and twenty-eight hundredths (25.28) feet; thence south
forty-one degrees, fifty-eight minutes (41 degrees 58') west along the center-
line of Swan Creek, a distance of four hundred eighty-seven and five
hundredths (487.05) feet; thence south forty-five degrees, forty-four
minutes (45 degrees 44') east, a distance of one hundred one and ninety-one
hundredths (101.91) feet; thence south fifty-eight degrees, thirty-four
minutes (58 degrees 34') east, a distance of three hundred sixty-eight (368)
feet to the centerline of said Manley Road; thence north forty-four
degrees, sixteen minutes (44 degrees 16') east, a distance of four hundred
twenty-five (425) feet to the place of beginning.
     Subject to legal highways.

     (c) Situated in the County of Lucas and State of Ohio:

     And more particularly described as being a triangular shaped
piece of land located in the northeast quarter of Section 27 in the
United States Reserve of twelve (12) miles square, at the foot of the
Rapids of the Miami of Lake Erie, in Springfield Township, beginning
at a point where the north line of the Ohio Turnpike right of way
intersects the centerline of Swan Creek; thence east with the north line
of the Ohio Turnpike right of way, a distance of one hundred fifty
(150) feet, more or less, thence north at a right angle to the north
line of the Ohio Turnpike right of way and along the east line of the
former France Stone Company property, a distance of one hundred
sixty (160) feet, more or less, to the centerline of Swan Creek; thence
in a southwesterly direction with the centerline of Swan Creek to the
place of beginning, being three tenths (0.3) acres of land, more or less.

Parcel 4:

     The southerly fifty-five (55) feet of that part of the northwest
quarter (1/4) of Section twenty-six (26), Town two (2) United States
Reserve at the foot of the Rapids of the Miami of Lake Erie, which




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     lies north of the road leading from Maumee, Ohio, to Holland, Ohio,
     in the City of Toledo, Lucas County, Ohio, subject to legal highways,
     excepting therefrom the one (1) square acre in the northeast corner
     and also excepting that part south of the north line of the Ohio Turnpike.
     Subject to legal highways.

    8.  A parcel comprising part of the right-of-way for a 138 K.V. trans-
mission line to the Bayview Sewage Plant situated in the City of Toledo,
Lucas County, Ohio, and described as:
         That part of the northwesterly forty-four (44) feet of the north-
    easterly one hundred twenty-four (124) feet of Block three (3) in
    North Toledo, a Subdivision in the City of Toledo, County of Lucas,
    and State of Ohio, and that part of the vacated twenty (20) feet wide
    alley formerly known as Pearl Alley which lies northwesterly of and
    adjoins the northwesterly line of said Block three (3), bounded and
    described as follows, viz:
         Commencing at a point marked by an iron pipe where the south-
    easterly line of Summit Street (ninety-nine (99) feet wide), being the
    northwesterly line of Block twenty-four (24) in said North Toledo,
    a Subdivision in the City of Toledo meets the southwesterly line of
    LaSalle Street (sixty (60) feet wide); thence southeasterly, along the
    said southwesterly line of LaSalle Street, two hundred twenty-three
    (223) feet to the true point of beginning located at the intersection
    of the said northwesterly line of the vacated twenty (20) feet alley
    with the said southwesterly line of LaSalle Street; thence southeasterly
    along the said southwesterly line of LaSalle Street, sixty-four (64) feet
    to a point; thence southwesterly, along a line drawn parallel with and
    sixty-four (64) feet southeasterly at right angles from the said north-
    westerly line of the vacated twenty (20) feet alley, one hundred twenty-
    four (124) feet to a point located on a line drawn parallel with and
    one hundred twenty-four (124) feet southwesterly at right angles from
    the said southwesterly line of LaSalle Street; thence northwesterly along
    said line drawn parallel with and one hundred twenty-four (124) feet
    southwesterly at right angles from the southwesterly line of LaSalle
    Street, sixty-four (64) feet to a point located on the said northwesterly
    line of the vacated twenty (20) feet alley; thence northeasterly, along
    the said northwesterly line of the vacated twenty (20) feet alley, one
    hundred twenty-four (124) feet to the true point of beginning.



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     9.  A parcel comprising part of the Allen Junction-Centennial 138 K.V.
Transmission Line, situated in Sylvania Township, Lucas County, Ohio, and
described as:

         The North four (4) rods of the East quarter (1/4) of the Southeast
     quarter (1/4) of Section six (6), Town nine (9) South, Range six (6)
     East in Sylvania Township, Lucas County, Ohio, excepting therefrom
     the East thirty (30) feet thereof.

     10. A parcel comprising part of the right-of-way for the Davis-Besse-
Lemoyne Transmission Line situated in Clay Township, Ottawa County,
Ohio, and described as:

         That part of the west one-half (1/2) of the northeast quarter (1/4)
     of Section twenty-eight (28), Town seven (7) North, Range thirteen
     (13) East in Clay Township, Ottawa County, Ohio, bounded and
     described as follows:
         Beginning at the northwest corner of the northeast quarter (14)
     of said Section twenty-eight (28); thence east along the north line of
     said Section twenty-eight (28) a distance of one hundred seventy-five
     (175) feet; thence south and parallel with the west line of said northeast
     quarter (1/4) a distance of two hundred thirty (230) feet; thence west
     and parallel with the north line of said northeast quarter (1/4) a distance
     of one hundred seventy five (175) feet to a point on the west line of
     said northeast quarter (1/4) thence north along the west line of said
     northeast quarter (1/4) a distance of two hundred thirty (230) feet to
     the point of beginning.
         Subject to legal highways.

    11.  Bowling Green substation situated in Plain Township, Wood
County, Ohio and described as:

         A parcel of land being part of the west 1/2 of the northwest 1/4 of
    Section 12, Town 5 North, Range 10 East in Plain Township, Wood
    County, Ohio, said parcel of land being bounded and described as
    follows:
         Beginning at the southeast corner of the said west 1/2 of the north
    west 1/4 of Section 12; thence in a westerly direction along the south
    line of the said west 1/2 of the northwest 1/4 of Section 12, a distance of




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    four hundred and no hundredths (400.00) feet to the intersection of a line
    drawn parallel to the east line of the said west 1/2 of the northwest 1/4
    of Section 12; thence in a northerly direction along said line drawn
    parallel to the east line of the west 1/2 of the northwest 1/4 of Section
    12, a distance of four hundred and no hundredths (400.00) feet to the
    intersection of a line drawn parallel to the said south line of the west
    1/2 of the northwest 1/4 of Section 12; thence in an easterly direction
    along said line drawn parallel to the south line of the west 1/2 of the
    northwest 1/4 of Section 12, a distance of four hundred and no hundredths
    (400.00) feet to the intersection of the said east line of the west 1/2 of
    the northwest 1/4 of Section 12; thence in a southerly direction along the
    said east line of the west 1/2 of the northwest 1/4 of Section 12, a
    distance of four hundred and no hundredths (400.00) feet to the point of
    beginning. Containing 3.673 acres of land more or less. Subject to legal
    highways.

    12.  Hawthorne Substation situated in the vicinity of Reynolds Road
and Heatherdowns Boulevard, in the City of Toledo, Lucas County, Ohio,
and described as:

         A parcel of land being part of the northeast quarter (1/4) of the
    northeast quarter (1/4) of Section 26, Town Two (2), United States
    Reserve, in the City of Toledo, Lucas County, Ohio, said parcel of land
    being bounded and described as follows:
         Beginning at the northwest corner of the said northeast quarter
    (1/4) of the northeast quarter (1/4) of Section 26; thence in an easterly
    direction along the northerly line of the said northeast quarter (1/4) of
    the northeast quarter (1/4) of Section 26 having an assumed bearing of
    north eighty nine (89) degrees, thirty one (31) minutes, forty (40)
    seconds east a distance of two hundred and one hundredth (200.01)
    feet to the intersection of a line drawn two hundred and no hundredths
    (200.00) feet easterly of and parallel to the westerly line of the said
    northeast quarter (1/4) of the northeast quarter (1/4) of Section 26;
    thence south zero (00) degrees, zero (00) minutes, zero (00) seconds
    west along said line drawn two hundred and no hundredths (200.00)
    feet easterly of and parallel to the westerly line of the northeast quarter
    (1/4) of the northeast quarter (1/4) of Section 26, a distance of five
    hundred seventy three and fourteen hundredths (573.14) feet to the
    intersection of the northeasterly right of way line of the Ohio Turnpike,



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     bearing north forty (40) degrees, thirty nine (39) minutes, forty (40)
     seconds west; thence north forty (40) degrees, thirty nine (39) minutes,
     forty (40) seconds west along the said northeasterly right of way line
     of the Ohio Turnpike, a distance of three hundred six and ninety four
     hundredths (306.94) feet to the intersection of the said westerly line of
     the northeast quarter (1/4) of the northeast quarter (1/4) of Section 26;
     thence north zero (00) degrees, zero (00) minutes, zero (00) seconds
     east along the said westerly line of the northeast quarter (1/4) of the
     northeast quarter (1/4) of Section 26, a distance of three hundred
     thirty eight and sixty five hundredths (338.65) feet to the point of
     beginning.
         Containing 2.093 acres, more or less.
         Subject to legal highways.

    13.  Exit 2 Substation situated in Jefferson Township, Williams County,
Ohio, and described as:

         Situated in the County of Williams in the State of Ohio and in the
    Township of Jefferson, and being a part of the northwest quarter of Section
    32, Town 8 North, Range 2 East, and being described as follows: Commencing
    at the Southwest corner of the Northwest Quarter of Section 32 in the
    above named township and county and state, thence North 00 degrees 57' 39"
    East and binding upon the west line of the above said Section 250 feet to
    the South right-of-way line of a dedicated public road as recorded in
    Volume 213, at page 233, of the Deed Records of Williams County, Ohio, and
    thence South 88 degrees 38' 36" East along the South right-of-way line of
    the above said road 400 feet to the point of beginning of the lands herein
    conveyed, said point being the Northeast corner of the lands heretofore
    conveyed by Howard H. Emme and Kathryn M. Emme (Vol. 210, Page 1135 of the
    Deed Records) to Phillips Petroleum Company; thence South 00 degrees 57'
    39" West, and binding upon the East line of said Phillips Petroleum
    Company lands, 250 feet to a point in the quarter line; thence South 88
    degrees 38' 36" East and binding upon said quarter line 200 feet to a
    point; thence North 00 degrees 57' 39" East 250 feet to a point on the
    South right-of-way line of said public road (as dedicated in Deed Recorded
    in Vol. 213, Page 233 of the Deed Records); and thence North 88 degrees 38'
    36" West, and binding upon said South right-of-way line, 200 feet to the
    place of beginning, save and





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     except taxes for the year 1970 and thereafter which the Grantee agrees
     to assume to pay.

     14. Montpelier Substation situated in Superior Township, Williams
County, Ohio, and described as:

         Situated in the Township of Superior, County of Williams and State of
     Ohio, and being a parcel of land situated in the Northwest Quarter of
     Section 14, Town 7 North, Range 2 East, and more particularly described
     as follows: Commencing at the southwest corner of said Northwest Quarter
     Section and thence north and binding upon the west line of said Section 14
     a distance of 180.95 feet to the point of beginning; thence continuing
     north and binding on said west section line 150 feet to a point; thence
     North 89 degrees 57' 30" E a distance of 300 feet to a point; thence south
     150 feet to a point; thence south 89 degrees 57' 30" W a distance of 300
     feet to the point of beginning; containing 1.03 acres, be the same more or
     less, but subject to all legal highways.

     15. Eastern District Employees' Club situated in Washington Township,
Sandusky County, Ohio, and described as:

         A parcel of land being part of Tract No. 136 of the Maumee
     and Western Reserve Land located in Washington Township, San-
     dusky County, Ohio, said parcel of land being bounded and de-
     scribed as follows:

         Commencing at the intersection of the centerline of U. S. Highway
     #20 with the centerline of State Route #590; thence in a northerly
     direction along the said centerline of State Route #590, having an
     assumed bearing of north 00 degrees, 19 minutes, 30 seconds east, a
     distance of 828.01 feet to the intersection of the northerly line of a
     parcel of land as recorded in Volume 284, page 593, Sandusky County
     Deed Records, said intersection being the true point of beginning;
     thence north 88 degrees, 15 minutes, 58 seconds west along said
     northerly line of a parcel of land as recorded in Volume 284, page
     593, Sandusky County Deed Records, a distance of 676.77 feet to the
     intersection of the westerly line of a parcel of land as recorded in
     Volume 284, page 593, Sandusky County Deed Records, thence north
     01 degree, 06 minutes, 46 seconds west along the extension of the said
     westerly line of a parcel of land as recorded in Volume 284, page 593,



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     Sandusky County Deed Records, a distance of 200.25 feet to the inter-
     section of a line drawn 200.00 feet northerly of and parallel to the
     said northerly line of a parcel of land as recorded in Volume 284,
     page 593, Sandusky County Deed Records; thence south 88 degrees,
     15 minutes, 58 seconds east along said line drawn 200.00 feet northerly
     of and parallel to the said northerly line of a parcel of land as recorded
     in Volume 284, page 593, Sandusky County Deed Records; a distance
     of 681.92 feet to the intersection of the said centerline of State Route
     #590; thence south 00 degrees, 19 minutes, 30 seconds west along
     the said centerline of State Route #590, a distance of 200.06 feet to
     the true point of beginning.
         Subject to legal highways, containing 2.753 acres, more or less.

     16. Office building known as Edison Plaza, situated at 300 Madison
Avenue in the City of Toledo, Lucas County, Ohio, and described as:

         Parcel 1:

         Lots numbered 131, 132, 133, 154 and 155 in Port Lawrence
     Division, City of Toledo, Lucas County, Ohio, together with all of
     Grantor's right, title and interest in and to the vacated alley extending
     from the northeasterly boundary of said lots numbered 155 and 13 1 to
     Madison Avenue and lying between said lots numbered 154 and 155
     on the northwesterly side and said lots numbered 131, 132 and 133
     on the southeasterly side all in said Port Lawrence Division, City of
     Toledo, Lucas County, Ohio.

         Parcel 2:

         Lot number 130 and the southwesterly 20 feet of Lot number 129
     in the Port Lawrence Division of the City of Toledo, Lucas County,
     Ohio.

         Parcel 3:

         That portion of an alley or vacated alley and any other land which
     lies northwesterly of and adjacent to Lot 130 and the southwesterly 20
     feet of Lot 129 in Port Lawrence Division, City of Toledo, Lucas
     County, Ohio, being between the southwesterly boundary of said Lot
     130 extended northwesterly to the northwesterly boundary of said alley
     and the northeasterly boundary of said southwesterly 20 feet of Lot 129
     extended to the northwesterly boundary of said alley.



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                                                                            (TE)


         Parcel 4:

         Lot number 156 in the Port Lawrence Division of the City of
     Toledo, Lucas County, Ohio, together with the northwesterly 1/2 of the
     vacated alley lying southeasterly of and adjoining said premises.

     17. Eastern District Service Center and Office Building situated in
Washington Township, Sandusky County, Ohio, and described as:

         A parcel of land being part of tract No. 136 of the Maumee and
     Western Reserve Land located in Washington Township, Sandusky
     County, Ohio, said parcel of land being bounded and described as
     follows:

         Commencing at the intersection of the centerline of State Route
     #590 with the extended northeasterly right-of-way line of U. S. 20;
     thence in a northwesterly direction along the said extended northeasterly
     right-of-way line of U. S. 20, having an assumed bearing of north 62
     degrees, 26 minutes, 10 seconds west, a distance of 183.02 feet to the
     intersection of the southerly property line now owned by Edward and
     William Soeder, recorded in Volume 178, page 204, Sandusky County,
     Ohio, record of deeds, said intersection also being the true point of
     beginning; thence continuing north 62 degrees, 26 minutes, 10 seconds
     west along the northeasterly right-of-way line of said U. S. 20, a distance
     of 565.66 feet to the intersection of the easterly line of a corn field as
     now located; thence north 01 degree, 06 minutes, 46 seconds west
     along the said easterly line of a corn field as now located, a distance of
     434.64 feet to the intersection of a fence line as now located; thence
     south 88 degrees, 15 minutes 58 seconds east along the said fence line
     as now located, a distance of 676.77 feet to the intersection of the said
     centerline of State Route #590; thence south 00 degrees, 19 minutes,
     30 seconds west along the said centerline of State Route #590, a dis-
     tance of 698.45 feet to the intersection of the extended southerly prop-
     erty line now owned by Edward and William Soeder, recorded in
     Volume 178, page 204, Sandusky County, Ohio, record of deeds;
     thence north 82 degrees, 04 minutes, 59 seconds west along the said
     extended southerly property line now owned by Edward and William
     Soeder, recorded in Volume 178, page 204, Sandusky County, Ohio,
     record of deeds, a distance of 164.17 feet to the true point of beginning:
         Subject to legal highways.



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     18.  Lakewood Service Center situated in Lake Township, Wood
County, Ohio, and described as:

         Parcel 1:

         A parcel of land being part of the east 1/2 of the northeast 1/4
    of Section 4, Town 7 North, Range 12 East in Lake Township,
    Wood County, Ohio, said parcel of land being bounded and described
    as follows;
         Beginning at the northeast corner of the said 1/2 of the northeast 1/4
    of Section 4; thence in a southeasterly direction along the easterly line
    of the said east 1/2 of the northeast 1/4 of Section 4, having an assumed
    bearing of south 00 degrees, 00 minutes, 25 seconds east, a measured
    distance of 1425.70 feet, to the intersection of the northerly line of the
    south 10.801 acres of the north 40 acres of the south 80 acres of the
    northeast 1/4 of Section 4; thence south 80 degrees, 45 minutes, 17 seconds
    west along the said northerly line of the south 10.801 acres of the north
    40 acres of the south 80 acres of the northeast 1/4 of Section 4, a
    measured distance of 196.31 feet to the intersection of the northeasterly
    right of way line of the Penn Central Railroad; thence north 46 degrees, 54
    minutes, 35 seconds west along the said northeasterly right of way line of
    the Penn Central Railroad, a measured distance of 591.21 feet to the
    intersection of the easterly right of way line of Interstate #280; thence
    north 02 degrees, 20 minutes, 23 seconds west along the said easterly
    right of way line of Interstate #280, a measured distance of 1029.67 feet
    to the intersection of the northerly line of the said east 1/2 of the
    northeast 1/4 of Section 4; thence south 89 degrees 28 minutes, 23 seconds
    east along the said northerly line of the east 1/2 of the northeast 1/4 of
    Section 4, a deed distance of 669.95 feet to the point of beginning.
         Subject to legal highways.

         Parcel 2:

         A parcel of land being part of the east 1/2 of the northeast 1/4 of
    Section 4, Town 7 North, Range 12 East in Lake Township, Wood
    County, Ohio, said parcel of land being bounded and described as fol-
    lows:
         Commencing at the southeast corner of the said east 1/2 of the
    northeast 1/4 of Section 4; thence in a northwesterly direction along



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                                                                            (TE)


the easterly line of the said east 1/2 of the northeast 1/4 of Section 4,
having an assumed bearing of north 00 degrees, 00 minutes, 25 sec-
onds west a distance of 829.67 feet to the intersection of the northerly
line of the south 10.801 acres of the north 40 acres of the south 80
acres of the northeast 1/4 of Section 4; thence south 89 degrees, 45
minutes, 17 seconds west along the said northerly line of the south
10.801 acres of the north 40 acres of the south 80 acres of the northeast
1/4 of Section 4, a distance of 393.03 feet to the intersection of the
southwesterly right of way line of the Penn Central Railroad, said
intersection being the true point of beginning; thence continuing south
89 degrees, 45 minutes, 17 seconds west along the said northerly line
of the south 10.801 acres of the north 40 acres of the south 80 acres
of the northeast 1/4 of Section 4, a distance of 257.51 feet to the inter-
section of the easterly right of way line of Interstate #280; thence
north 03 degrees, 22 minutes, 37 seconds east along the said easterly
right of way line of Interstate #280, a distance of 229.74 feet to the
intersection of the said southwesterly right of way line of the Penn
Central Railroad; thence south 46 degrees, 54 minutes, 35 seconds
east along the said southwesterly right of way line of the Penn Central
Railroad, a distance of 334.09 feet to the true point of beginning.

     Parcel 3:

     A parcel of land being part of the east 1/2 of the northeast 1/4
of Section 4, Town 7 North, Range 12 East in Lake Township, Wood
County, Ohio, said parcel of land being bounded and described as
follows:
     Commencing at the northeast corner of the said east 1/2 of the
northeast 1/4 of Section 4; thence in a northwesterly direction along the
northerly line of the said east 1/2 of the northeast 1/4 of Section 4,
having an assumed bearing of north 89 degrees, 28 minutes, 23 seconds
west, a deed distance of 899.95 feet to the intersection of the westerly
right of way line of Interstate #280 thence south 02 degrees, 42 min-
utes, 03 seconds west along the said westerly right of way line of Inter-
state #280, a measured distance of 604.71 feet to the true point of
beginning; thence continuing south 02 degrees, 42 minutes, 03 seconds
west along the said westerly right of way line of interstate #280, a
measured distance of 97.82 feet to a point; thence south 89 degrees,
54 minutes, 35 seconds west along a line, a measured distance of 46.69




                                     A-205
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                                                                            (TE)


     feet to the intersection of the northeasterly right of way line of the Penn
     Central Railroad; thence north 46 degrees, 54 minutes, 35 seconds
     west along the said northeasterly right of way line of the Penn Central
     Railroad, a measured distance of 142.78 feet to a point; thence north
     89 degrees, 54 minutes, 35 seconds east along a line, a measured dis-
     tance of 155.56 feet to the true point of beginning.
         Being the same property conveyed to The Toledo Edison Company
    by deeds recorded in Volume 473 of Deeds, pages 709, 712, 721, 723
    and 780.

     19. Southern District Office Building situated in the City of Defiance,
Defiance County, Ohio, and described as:

         Lots Numbered Forty-three (43) and Forty-four (44) in the
    Original Plat of the Village (now City) of Defiance, County of Defiance
    and State of Ohio, excepting therefrom a strip or parcel of land fifty-
    four (54) feet in width off of the entire westerly end of said Lots Forty-
    three (43) and Forty-four (44) fronting fifty-four (54) feet on Third
    Street in said city and extending Northerly of equal width to the North-
    erly line of said Lot Number Forty-three (43).
         The above premises are conveyed subject to easement for sewer
    reserved to Maude M. Carter, her heirs or assigns as provided in the
    deed recorded in Volume 140 at page 102 of the Deed Records of
    Defiance County, Ohio.
         Also subject to any other easement or right-of-way that may be on
    record.



                    (REMAINDER  OF  PAGE
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                                     A-206
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                                                                            (TE)


performed, and the execution and delivery of this Supplemental indenture
have been in all respects duly authorized;

    Now, Therefore, This Supplemental Indenture Witnesseth: That The Toledo
Edison Company, the Company herein named, in consideration of the premises and
of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, and
in order to secure the payment of the principal of, and interest and premium,
if any, on, all bonds from time to time outstanding under the Indenture,
according to the terms of said bonds and of the coupons attached thereto, has
granted, bargained, sold, warranted, aliened, remised, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents doth grant, bargain, sell, warrant, alien, remise, release, convey,
assign, transfer, mortgage, pledge, set over and confirm unto The Chase
Manhattan Bank (National Association), as Trustee, and its successor or
successors in the trust and its assigns forever, with the same force and effect
and subject to the same reservations, exceptions, limitations, restrictions,
servitudes, easements, rights and privileges as contained in the Original
Indenture and to "permitted encumbrances" as defined in the Original
Indenture, as though specifically described in the granting clauses of the
Original Indenture, the following described tracts or parcels of real estate,
all situated in the State of Ohio, to-wit:

    1.  Davis-Besse Nuclear Power Station site, situated in Carroll Town-
ship, Ottawa County, Ohio, and described as:

        An undivided Four Hundred and Twenty/Eight Hundredths
    (420/800ths) interest in the following described real property situated
    in the Township of Carroll, County of Ottawa, State of Ohio:
    Parcel 1:

        That part of Fractional Section 1 and Section 2, Town-7-North,
    Range-15 East; that part of Fractional Section 6 and 7, Town-7-North,
    Range-16-East; and that part of Fractional Sections 35 and 36, Town-8-
    North, Range-15-East; and part of Sand Beach, Plat 3, in Carroll
    Township, Ottawa County, Ohio, bounded and described as follows:





                           A-207
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    BEGINNING at a point on the North and South centerline of said Section 2,
that is 50.0 feet North of the South 1/4 corner of said Section 2 (said North
and South centerline of said Section 2 being also the centerline of State Route
2); thence North 00 degrees - 54' -22" West along the North and South
centerline of said Section 2 a distance of 2589.94 feet to a brass plate
monument at the center corner of said Section 2; thence North 00 degrees -37'
- -22" West along the North and South centerline of said Section 2 a distance of
2085.89 feet to a point of curve; thence continuing Northwesterly along the
centerline of State Route 2 and along a circular curve to the left, having a
radius of 701.58 feet for an arc distance of 885.70 feet, the said arc
subtending a central angle of 72 degrees -19'-57", said last described point
being 30.0 feet by rectangular measurement Southerly of the North line of the
Northwest 1/4 of said Section 2; thence South 89 degrees -46'-22' East along a
line that is 30.0 feet by rectangular measurement Southerly of and parallel to
the North line of the Northwest 1/4 of said Section 2 a distance of 488.71 feet
to an iron pipe on the North and South centerline of said Section 2; thence
South 89 degrees -51'-52" East along a line that is 30.0 feet by rectangular
measurement Southerly of and parallel to the North line of the Northeast 1/4
of said Section 2 a distance of 349.72 feet, more or less, to its intersection
with a line drawn 30.0 feet easterly of and parallel to the North and South
centerline of said Fractional Section 35; thence North 00 degrees -31'- 08"
East along a line that is 30.0 feet by rectangular measurement Easterly of and
parallel to the North and South centerline of said Fractional Section 35 a
distance of 104.85 feet to its intersection with the North line of Lot 408 of
Sand Beach, Plat 3 (a subdivision in Carroll Township, and recorded in Volume
6, Page 21, Ottawa County Plat Records); thence South 89 degrees -47' -52" East
along the North line of Lots 408 and 413 of said Sand Beach, Plat 3, a distance
of 248.27 feet to the Northeast corner of said Lot 413; thence South 00 degrees
- -12' -08" West along the East line of said Lot 413, a distance of 34.85 feet to
an iron pipe that is 40.0 feet by rectangular measurement North of the North
line of the Northeast 1/4 of said Section 2; thence South 89 degrees -47'-52"
East along a line that is 40.0 feet by rectangular measurement Northerly of and
parallel to the North line of the Northeast 1/4 of said Section 2 and along the
North line of the Southerly 15.15 feet of Lots 465, 470, 513, 518, 559 and 564
of said Sand Beach, Plat 3, a distance of 1996.27 feet to an iron pipe that is
40.0 feet Northerly of the Northeast corner of





                         A-208
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                                                                            (TE)


said Section 2; thence South 89 degrees -49'-52" East along a line that is 40.0
feet by rectangular measurement Northerly of and parallel to the North line of
said Fractional Section 1, a distance of 319.65 feet to an iron pipe on the
West line of said Fractional Section 36; thence North 89 degrees - 16'-08" East
along a line that is 40.0 feet by rectangular measurement Northerly of and
parallel to the North line of said Fractional Section 1, a distance of 1205.98
feet, more or less, to its intersection with the centerline of a dredge cut,
which lies Southwesterly of and adjacent to Lot 330 of Sand Beach, Plat 2 (a
subdivision in Carroll Township, and recorded in Volume 5, Page 58, Ottawa
County Plat Records); thence South 69 degrees -12'-52" East along the
centerline of said dredge cut, a distance of 249.06 feet; thence continuing
South 57 degrees -34'-23" East along the centerline of said dredge cut, a
distance of 153.60 feet; thence continuing South 18 degrees -30'-03" East along
the centerline of said dredge cut, a distance of 236.40 feet to its
intersection with the Southeasterly line of said Sand Beach, Plat 2, extended
Southwesterly; thence North 46 degrees -43'-39" East and along the
Southeasterly line of said Sand Beach, Plat 2, and passing through a concrete
monument at 32.0 feet, more or less, for a total distance of 330 feet, more or
less, to the shore of Lake Erie; thence Southeasterly along the shore of Lake
Erie a distance of 7200 feet, more or less, to its intersection with the North
line of said Fractional Section 7; thence South 89 degrees -06'-40" West along
the North line of said Fractional Section 7, a distance of 350 feet, more or
less, to an iron pipe that is 1312.00 feet East of the Northwest corner of said
Fractional Section 7; thence South 02 degrees -22'-38" East and passing through
an iron pipe at 338.75 feet, for a total distance of 429.80 feet; thence North
89 degrees -23'-07" West, a distance of 1239.51 feet to an iron pipe; thence
South 00"-39'-41" East, a distance of 961.70 feet, more or less, to the
centerline of the Toussaint River: thence South 58 degrees -50' -19" West along
the centerline of said Toussaint River, a distance of 99.70 feet, more or less,
to its intersection with the West line of said Fractional Section 7; thence
North 00 degrees -39'-41" West along the West line of said Fractional Section
7, a distance of 1405.47 feet, more or less, to an iron pipe at the Northwest
corner of said Fractional Section 7; thence South 88 degrees -58'-19" West
along the South line of said Fractional Section 1, a distance of 2649.61 feet
to an iron pipe at the South  1/4 corner of said Fractional Section 1; thence
South 88 degrees -57'-23" West along the South line of said Fractional Section
1, a distance of 2649.62 feet to the





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Southwest corner of said Fractional Section 1; thence North 01 degrees -24'-
00" West along the West line of said Fractional Section 1, a distance of
50.0 feet to a concrete monument; thence North 89 degrees -28'-22" West
along a line that is 50.0 feet by rectangular measurement Northerly of
and parallel to the South line of said Section 2, a distance of 2658.07
feet to the point of Beginning.

    Containing 954 acres of land, more or less, but subject to legal
highways.

Parcel 2:

    Being the North 1/2 of the North 1/2 of Section 12, Town 7 North,
Range 15 East, Carroll Township, Ottawa County, Ohio, bounded and
described as follows:

    BEGINNING at the Northwest corner of the said North 1/2 of the
North 1/2 of Section 12; thence North 88 degrees -57'-23' East along the North
line of said Section 12, a distance of 2649.62 feet to an iron pipe at the
South 1/4 corner of Fractional Section 1; thence North 88 degrees -58'-19" East
continuing along the North line of said Section 12, a distance of 2649.61
feet to an iron pipe at the Northeast corner of said Section 12; thence
South 00 degrees -39'-41" East along the East line of said Section 12 and
passing through a concrete monument at 1198.88 feet for a total
distance of 1346.00 feet to the Southeast corner of the North 1/2 of the
North 1/2 of said Section 12; thence South 89 degrees -03'-33" West along the
South line of the North 1/2 of the North 1/2 of said Section 12, a distance
of 5310.85 feet to the Southwest corner of the North 1/2 of the North 1/2
of said Section 12; thence North 00 degrees -09'-40" West along the West line
of said Section 12 and passing through a concrete monument at 334.26
feet for a total distance of 1337.31 feet to the point of Beginning.

    Containing 163.4 acres of land, more or less.

Parcel 3:

    That pan of the Northwest 1/4 of Fractional Section 7, Town 7
North, Range 16 East, Carroll Township, Ottawa County, Ohio,
bounded and described as follows:

    Commencing at the Northwest corner of the said Fractional
Section 7; thence North 89 degrees -06'-40" East along the North line of the





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    said Fractional Section 7, a distance of 1312.00 feet to an iron pipe and
    the True Point of Beginning; thence South 02 degrees -22'-38" East and
    passing through an iron pipe at 338.75 feet for a total distance of 429.80
    feet; thence North 89 degrees -23'-07" West, a distance of 1239.51 feet to
    an iron pipe; thence South 00 degrees -39'-41" East, a distance of 961.70
    feet, more or less, to the centerline of the Toussaint River; thence in a
    Northeasterly direction along the said centerline of the Toussaint River, a
    distance of 1800.00 feet, more or less, to its intersection with the
    extension Southerly of the shore line of Lake Erie; thence Northerly along
    the extension Southerly of the shore line of Lake Erie and along the shore
    line of Lake Erie, a distance of 700.00 feet, more or less, to its
    intersection with the North line of the said Fractional Section 7; thence
    South 89 degrees -06'-40" West along the North line of said Fractional
    Section 7, a distance of 350.00 feet, more or less, to the point of
    Beginning.

        Containing 25.00 acres of land, more or less.

        Together with all of the Company's interest in the structured
    located and being constructed on said premises and all of the Com-
    pany's rights of way, easements, rights, franchises and privileges used in
    connection therewith and all of the Company's right and interest in that
    certain Construction Agreement Davis-Besse Unit No. 1 dated Decem-
    ber 26, 1968 between The Toledo Edison Company and The Cleveland
    Electric Illuminating Company, an Ohio corporation.

    2.  Parcels comprising part of the right-of-way for the 345 K.V.
Lemoyne-Midway Transmission Line situated in Lucas County, Ohio, Wood
County, Ohio, and Henry County, Ohio, and described as:

    Parcel 1:

        Beginning at the northwest corner of the southwest quarter (1/4) of
    the southwest quarter (1/4) of Section fifteen (15), Town six (6) North,
    Range twelve (12) East, in Troy Township, Wood County, Ohio;
    thence east along the north line of said southwest quarter (1/4) of the
    southwest quarter (1/4) a distance of one hundred sixty-five (165) feet;
    thence south and parallel with the west line of said section a distance of
    sixty-eight (68) feet; thence west and parallel with the south line of said
    section a distance of one hundred sixty-five (165) feet; thence north
    along the west line of said section a distance of sixty-eight (68) feet to





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the place of beginning and containing twenty-five hundredths (0.25)
acre of land more or less.

    Subject to all legal highways.

Parcel 2:

    Being a piece of land out of the southwest quarter (1/4) of the
southwest quarter (1/4) of Section fifteen (15), Town six (6) North
Range twelve (12) East, Troy Township, Wood County, Ohio, and
more particularly described as follows: Commencing at a point in the
west line of said section a distance of sixty-eight (68) feet south of the
northwest corner of said southwest quarter (1/4) of the southwest
quarter (1/4) of said section; thence east parallel with the south line of
said section a distance of one hundred sixty-five (165) feet; thence
south parallel with the west line of said section a distance of sixty-eight
(68) feet; thence west parallel to the south line of said section a
distance of one hundred sixty-five (165) feet; thence north along the
west line of said section a distance of sixty-eight (68) feet to the place
of beginning.

    Subject to all legal highways.

Parcel 3:

    Situated in the Township of Washington, County of Henry and
State of Ohio and known as: The south half (1/2) of the southwest
quarter (1/4) of Section 14, Town 6-North, Range 8-East, Washington
Township, Henry County, Ohio, excepting therefrom the following
parcels of land:

      (a) Situated in the Township of Washington, County of Henry
  and State of Ohio and known as:

        A parcel of land in the southwest quarter (1/4) of Section 14 in
    said Township and more particularly described as follows: Com-
    mencing at the southwest corner of said Section 14; thence in an
    easterly direction along the southerly line of said southwest quarter
    (1/4) of Section 14, a distance of one thousand five hundred
    seventy-seven and thirteen hundredths (1577.13) feet, which is the
    true place of beginning of the herein conveyed premises; thence
    north a distance of one hundred sixty-five (165) feet to a point;





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  thence east, a distance of one hundred (100) feet to a point; thence
  south, a distance of one hundred sixty-five (165) feet to the
  southerly line of said Section 14; thence in a westerly direction
  along the southerly line of said Section 14, a distance of one
  hundred (100) feet to the true place of beginning and containing
  thirty-eight hundredths (0.38) acre of land, more or less.

    (b) Situated in the Township of Washington, County of Henry
and State of Ohio and known as:

      A parcel of land in the southwest quarter (1/4) of Section 14 in
  said Township and more particularly described as follows: Com-
  mencing at the southwest corner of said Section 14; thence in an
  easterly direction along the southerly line of said southwest quarter
  (1/4) of Section 14, a distance of one thousand three hundred fifty-
  seven and thirteen hundredths (1357.13) feet, which point is the
  place of beginning of the herein conveyed premises; thence north,
  a distance of one hundred sixty-five (165) feet; thence east, a
  distance of two hundred twenty (220) feet; thence south, a
  distance of one hundred sixty-five (165) feet to the southerly line
  of said Section 14; thence in a westerly direction along the
  southerly line of said Section 14, a distance of two hundred twenty
  (220) feet to the place of beginning and containing eighty-three
  hundredths (0.83) acre of land, more or less.

    (c) A parcel of land being part of the southwest quarter (1/4) of
Section 14, Town 6-North, Range 8-East, in Washington Township,
Henry County, Ohio, said parcel of land being bounded and de-
scribed as follows:

      Beginning at the southwesterly corner of the said southwest
  quarter (1/4) of Section 14, thence in an easterly direction along the
  southerly line of the southwest quarter (1/4) of Section 14, having
  an assumed bearing of north eighty-nine degrees, fifty-seven
  minutes, twenty-two seconds (89 degrees 57' 22") east, a distance of one
  thousand three hundred twenty-seven and thirteen hundredths
  (1327.13) feet to a point; thence north zero degrees, zero minutes,
  seven seconds (00 degrees 00' 07") west along a line, a distance of nine





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        hundred seventy-five and one hundredth (975.01) feet to a point; thence
        north eighty-nine degrees, fifty-nine minutes, fifty-three seconds (89
        degrees 59' 53") cast along a line, a distance of two hundred fifty and
        no hundredths (250.00) feet to a point; thence north zero degrees, zero
        minutes, seven seconds (00 degrees 00' 07") west along a line, a
        distance of six hundred eighty-six and eighty hundredths (686.80) feet
        to the southeasterly right of way line of the Wabash Railroad (now
        Norfolk & Western Railway Company); thence south sixty-four degrees,
        twenty-three minutes, forty-four seconds (64 degrees 23' 44") west
        along said southeasterly right of way line of the Wabash Railroad, a
        distance of one thousand seven hundred forty-eight and eighty-one
        hundredths (1748.81) feet to the intersection of the westerly line of
        the said southwest quarter (1/4) of Section 14 bearing south zero
        degrees, zero minutes, zero seconds (00 degrees 00' 00"); thence south
        zero degrees, zero minutes, zero seconds (00 degrees 00' 00") along the
        said westerly line of the southwest quarter (1/4) of Section 14, a
        distance of nine hundred seven and eight hundredths (907.08) feet to
        the point of beginning and containing forty and ninety-one hundredths
        (40.91) acres of land, more or less.

            Subject to legal highways.

            Said parcel containing thirty-six and eighty-four hundredths
        (36.84) acres of land, more or less, after exceptions.

    3. An addition to Fayette Substation situated in Gorham Township,
Fulton County, Ohio, and described as:

        A parcel of land located in the Northwest Corner of the Southwest
    Quarter (1/4) of Section 21, T-9-S, R-1-E, Gorham Township, Fulton
    County, Ohio and is more particularly described as follows:

        Beginning at a point on the centerline of U.S. 20, and the East-West
    quarter (1/4) line, said point being 130.00 feet Easterly of an Iron-Pipe
    at the West Quarter (1/4) Post of Section 21, T-9-S, R-1-E, Gorham
    Township, Fulton County, Ohio; thence Easterly along the East-West Quarter
    (1/4) line and the centerline of U.S. 20 a distance of 100.00 feet to a
    railroad spike; thence Southerly at an interior angle of 89 degrees 52' and
    parallel to the West line of Section 21 a distance of 30.00





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    feet to a concrete monument on the Southerly right-of-way of U.S. 20;
    thence continuing Southerly along the same line a distance of 200.00 feet
    to a concrete monument; thence Westerly at an interior angle of 90 degrees
    08' a distance of 195.00 feet to a concrete monument; thence continuing
    Westerly along the same line a distance of 5.00 feet to a point on the
    Easterly right-of-way of County Road "23"; thence continuing Westerly along
    the same line and parallel to the East-West Quarter (1/4) line a distance
    of 30.00 feet to a railroad spike on the centerline of County Road "23" and
    the West line of Section 21; thence Northerly at an interior angle of 89
    degrees 52' along the centerline of County Road "23" and the West line of
    Section 21 a distance of 100.00 feet to a point; thence Easterly at an
    interior angle of 90 degrees 08' and parallel to the East-West Quarter
    (1/4) line a distance of 30.00 feet to a point on the Easterly right-of-way
    of County Road "23"; thence continuing Easterly along the same line a
    distance of 100.00 feet to a point; thence Northerly at a deflection angle
    of 89 degrees 52' and parallel to the West line of Section 21, a distance
    of 100.00 feet to a point on the Southerly right- of-way of U.S. 20; thence
    continuing Northerly along the same line a distance of 30.00 feet to a
    point on the centerline of U.S. 20 and the East-West Quarter (1/4) Line of
    Section 21, said point being the Place of Beginning.

        Containing 0.826 acres of land more or less but subject to all legal
    highways and easements of public record and of record in respective
    utility offices.

    4.  Ridgeville Substation situated in Ridgeville Township, Henry
County, Ohio, and described as:

        A parcel of land located in the Southwest Comer of the Southwest
    Quarter (1/4) of Section 33, T-6-N, R-5-E, Ridgeville Township, Henry
    County, Ohio and is more particularly described as follows:

        Beginning at an iron pin located at the Southwest Corner of Section 33,
    T-6-N, R-5-E, Ridgeville Township, Henry County, Ohio; thence Northerly
    along the West line of said Section 33, and the centerline of County Road
    "23" a distance of 260.00' to a railroad spike; thence Easterly at an
    interior angle of 90 degrees -07' a distance of 30.00' to a concrete





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    monument on the Easterly right-of-way line of County Road "23";
    thence continuing Easterly along the same line a distance of 200.00' to a
    concrete monument; thence Southerly at an interior angle of 89 degrees-53'
    a distance of 230.00' to a concrete monument on the Northerly right-of-
    way line of Township Road "S"; thence continuing Southerly along the
    same line a distance of 30.00' to a railroad spike on the centerline of
    Township Road "S" and the South line of said Section 33; thence
    Westerly at an interior angle of 90 degrees-07' along the centerline line of
    Township Road "S" and the South line of said Section 33 a distance of
    230.00' to an iron pin at the Southwest Corner of said Section 33 and
    the Place of Beginning.

        Containing 1.373 acres of land more or less but subject to all legal
    highways and easements of public record and of record in respective
    utility offices.

    5.  An addition to the Locust Street Substation situated in the City of
Toledo, Lucas County, Ohio, and described as:

        Part of Lot 120 and Lot 121 in Vistula Division in the City of
    Toledo, Lucas County, Ohio, being more particularly bounded and
    described as follows:

        Beginning at the northeast corner of said Lot 121, said northeast
    corner of Lot 121 also being the northwest corner of Lot 135 of Vistula;
    thence in southeasterly direction along the line between Lots 121 and
    135 and that line extended, a distance of one hundred ninety-five (195)
    feet more or less to the northwesterly water's edge of the Maumee
    River; thence in a southwesterly direction along the said northwesterly
    water's edge of the Maumee River, to the intersection of the north-
    easterly line of a parcel of land as described in Volume 190, Page 588,
    Lucas County, Ohio Deed Records; thence in a northwesterly direction
    along the said northeasterly line of a parcel of land as described in
    Volume 190, Page 588, Lucas County, Ohio Deed Records, a distance
    of one hundred ninety-three (193) feet more or less to the intersection
    of the southeasterly right-of-way line of Water Street; thence in a
    northeasterly direction along the said southeasterly right-of-way line of
    Water Street, a distance of one hundred seventy-three and eighty-three
    hundredths (173.83) feet to the point of beginning.





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        Together with such right, title and interest, if any, as grantor may
    have in and to the bed and waters of the Maumee River to the thread of
    said river between the southwesterly and northeasterly boundaries of
    said premises extended to the thread of said river, and all riparian rights
    incident to the above-described real estate.

    6.  An addition to the Gibson burg Substation situated in Madison
Township, Sandusky County, Ohio, and described as:

        Being that pan of the southeast quarter (1/4) of the southeast
    quarter (1/4) of Section 10, Town 5-North, Range 13-East, Madison
    Township, Sandusky County, Ohio, described and bounded as follows:

        Commencing at a point located at the southeast corner of the said
    southeast quarter (1/4) of the southeast quarter (1/4) of Section 10 (said
    point also being the true point of beginning); thence in a westerly
    direction along the south line of said Section 10, a distance of two
    hundred fifty (250) feet to a point; thence in a northerly direction along
    a line drawn parallel to and two hundred fifty (250) feet west of the
    east line of said Section 10, a distance of two hundred fifty (250) feet to
    a point; thence in an easterly direction along a line drawn parallel to
    and two hundred fifty (250) feet north of the said south line of said
    Section 10, a distance of two hundred fifty (250) feet to a point located
    on the said east line of Section 10; thence in a southerly direction along
    the said east line of Section 10, a distance of two hundred fifty (250)
    feet to the true point of beginning.

        Said parcel of land containing one and forty-four hundredths
    (1.44) acres of land, more or less.

    7.  An addition to Montpelier Substation situated in Superior Township,
Williams County, Ohio, and described as:

        Situated in the Township of Superior, County of Williams and
    State of Ohio, and being a parcel of land situated in the Northwest
    Quarter of Section 14, Town 7 North, Range 2 East, and more
    particularly described as follows: Commencing at the southwest corner
    of said Northwest Quarter Section and thence north and binding upon
    the west line of said Section 14 a distance of 180.95 feet to the point of
    beginning; thence continuing north and binding on said west section





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    line 150 feet to a point; thence North 89 degrees 57' 30' E a distance of
    300 feet to a point; thence south 150 feet to a point; thence south 89
    degrees 57' 30' W a distance of 300 feet to the point of beginning;
    containing 1.03 acres, be the same more or less, but subject to all legal
    highways.

    8.  An addition to the Bowling Green Substation situated in Plain
Township, Wood County, Ohio, and described as:

         A parcel of land being part of the west 1/2 of the northwest 1/4 of
    Section 12, Town 5 North, Range 10 East in Plain Township, Wood
    County, Ohio, said parcel of land being bounded and described as
    follows:

         Beginning at the southeast corner of the said west 1/2 of the
    northwest 1/4 of Section 12; thence in a westerly direction along the south
    line of the said west 1/2 of the northwest 1/4 of Section 12 a distance of
    four hundred and no hundredths (400.00) feet to the intersection of a line
    drawn parallel to the east line of the said west 1/2 of the northwest 1/4
    of Section 12; thence in a northerly direction along said line drawn
    parallel to the east line of the west 1/2 of the northwest 1/4 of Section
    12, a distance or four hundred and no hundredths (400.00) feet to the
    intersection of a line drawn parallel to the said south line of the west
    1/2 of the northwest 1/4 of Section 12; thence in an easterly direction
    along said line drawn parallel to the south line of the west 1/2 of the
    northwest 1/4 of Section 12, a distance of four hundred and no hundredths
    (400.00) feet to the intersection of the said east line of the west  1/2 of
    the northwest 1/4 of Section 12; thence in a southerly direction along the
    said east line of the west 1/2 of the northwest 1/4 of Section 12, a
    distance of four hundred and no hundredths (400.00) feet to the point of
    beginning. Containing 3.673 acres of land more or less. Subject to legal
    highways.

    9.  Delaware Service Center situated in the City of Toledo, Lucas
County, Ohio, and described as:

    Parcel 1:

         Lot Number Fifty-one (51) in Detroit Avenue Addition to the City
    of Toledo, Lucas County, Ohio.





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    Parcel 2:

        Lot Number Fifty (50) in Detroit Avenue Addition to the City of
    Toledo, Lucas County, Ohio.

    10. Propane Air Peak Shaving Plant situated in the City of Defiance,
Defiance County, Ohio, and described as:

        (a) A part of Lot Number Twenty-nine (29) in the Auditor's Plat
    of Lots between the Maumee and Auglaize Rivers in the City of
    Defiance, County of Defiance and State of Ohio, and more particularly
    described as follows: Commencing at a point on the North line of
    Pacific Street and the South line of said Lot Twenty-nine (29), Six
    Hundred (600) feet West of the Southeast corner of said Lot Twenty-
    nine (29); thence West on and along the North line of Pacific Street
    and the South line or said Lot Twenty-nine (29), a distance of Five
    Hundred Three and Twenty-two hundredths (503.22) feet to a point;
    thence North at an angle of ninety (90) degrees, a distance of One
    Hundred Seventy-three and fifty-nine hundredths (173.59) feet to the
    South line of thee right-of-way of the Baltimore and Ohio Railroad;
    thence Easterly on and along the South line of the right-of-way of the
    Baltimore and Ohio Railroad, a distance of Five Hundred Five and
    seventy-three hundredths (505.73) feet to an iron pipe; thence South a
    distance of Two Hundred twenty-two and nine tenths (222.9) feet to
    the place of beginning, subject to an easement in favor of The Toledo
    Edison Company, recorded in Volume 158, page 204, Deed Records of
    Defiance County, Ohio; also

        (b) A part of Lot Number Twenty-nine (29) in the Auditor's Plat
    of Lots between the Maumee and Auglaize Rivers in the City of
    Defiance, County of Defiance, and State of Ohio, and more particularly
    described as follows: Commencing on the East line of a tract of land
    deeded by Philip Smith, dated July 18, 1872, to the Board of Education
    of Defiance Township, Defiance County, Ohio, and which deed is
    recorded in Volume 21, page 509, Deed Records, at a point where said
    East line of said Tract of land intersects the Fort Wayne Road; running
    thence Easterly along the Northerly line of said road, sixty (60) feet;
    thence at right angles with said road to the Southerly line of the
    Baltimore, Pittsburgh and Chicago Railroad; thence Westerly along the
    Southerly line of said Railroad to the Easterly line of said School House





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lot; thence Southerly to the place or beginning, and further described by
survey as follows: Commencing at a point on the North line or Pacific
Street one thousand one hundred three and twenty-two hundredths
(1103.22) feet West of the Southeast corner of said Lot Number
Twenty-nine (29); thence West on and along the North line of Pacific
Street a distance of sixty (60) feet to an iron pipe; thence North at right
angle: a distance of one hundred sixty-seven and eighty-one hundredths
(167.81) feet to an iron pipe on the South line of the right-of-way of the
Baltimore and Ohio Railroad; thence Northeasterly on and along the
South line of the right-of-way of the Baltimore and Ohio Railroad a
distance of sixty and twenty-seven hundredths (60.27) feet to an iron
pipe; thence South a distance of one hundred seventy-three and fifty-
nine hundredths (173.59) feet to an iron pipe on the North line of
Pacific Street, the place of beginning; also

    (c) A part of Lot Number Twenty-nine (29) in the Auditor's Plat
of Lots between the Maumee and Auglaize Rivers in the City of
Defiance, County of Defiance and State of Ohio, and more particularly
described as follows: Commencing at a point on the North line of
Pacific Street and the South line of said Lot Twenty nine (29), a
distance of One Thousand One Hundred Sixty-three and twenty two
hundredths (1163.22) feet West of the Southeast corner of said Lot
Twenty-nine (29); thence West on and along the North side of Pacific
Street a distance of Ninety-nine (99) feet; thence North one hundred
thirty two (132) feet to an iron pipe; thence East and parallel with the
North line of Pacific Street a distance-of ninety nine (99) feet to an iron
pipe; thence South one hundred thirty two (132) feet to the place of
beginning. and which lands are also known as School House Lot
Number One Hundred Forty two (142).



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    1. Whitehouse Substation, situated in the Village of Whitehouse, Lucas
County, Ohio, and described as;

        That part of the East 1/2 of the Southwest 1/4 of Section 35, Town 7
    North, Range 9 East, in the Village of Whitehouse, Lucas County,
    Ohio, described as follows:

         Commencing at the intersection of the center line of Indianapolis
      Street and the south line of said Section 35; thence east along the
      south line of said Section 35, a distance of 133.00 feet; thence north
      along a line at right angle to the south line of said Section 35, a





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      distance of 814.5 feet to the point of Beginning; thence westerly
      along a line at right angle to the last described course and parallel to
      the south line or said Section 35; a distance of 95.77 feet; thence
      southwesterly a distance of 104.5 feet to a point on the northeasterly
      right-of-way line or Indianapolis Street (66.0 feet right-of-way), said
      point being 220.0 feet southeasterly as measured along the north-
      easterly right-of-way line of Indianapolis Street (66.0 feet right-of-
      way) from the northeasterly extension of the southeasterly right-of-
      way line of St. Louis Avenue; thence northwesterly along the north-
      easterly right-of-way line of Indianapolis Street (66.0 feet right-of-
      way) a distance of 203.17 feet to a point, said point being 75.0 feet
      southeasterly of the southeasterly right-of-way line of the Wabash
      Railroad, as measured along the northeasterly right-of-way line of
      Indianapolis Street (66.0 feet right-of-way); thence northeasterly
      parallel to the southeasterly right-of-way line of the Wabash Railroad
      a distance of 142.00 feet to a point; thence northeasterly a distance of
      84.03 feet to a point on the southeasterly right-of-way line of the
      Wabash Railroad, said point being 180.00 feet northeasterly of the
      northeasterly right-of-way line of Indianapolis Street (66.0 feet right-
      of-way) as measured along the southeasterly right-of-way line of the
      Wabash Railroad; thence northeasterly along the southeasterly right-
      of-way line of the Wabash Railroad a distance of 87.24 feet to a
      point; thence southerly a distance of 264.48 feet, more or less, to the
      point of Beginning. Subject to legal highways.

    2.  Eber Road Substation, situated in Springfield Township, Lucas
County, Ohio, and described as:

        A parcel of land situated in the Southwest quarter (1/4) of Section
    36, Town 8 North, Range 9 East, in Springfield Township, Lucas
    County, Ohio, bounded and described as follows:

         Commencing at the intersection of the Northerly right-of-way line of
      the Penn Central Company with the West line of Section 36; thence North
      78 degrees 05' 39' East, along the Northerly right-of-way line of the
      Penn Central Company, a distance of 30.66 feet to the Easterly
      right-of-way line of Eber Road, the Place of Beginning; thence North 00
      degrees 00'02" West along the Easterly right-of-way line of Eber Road a
      distance of 203.275 feet to a point; thence North 89 degrees 59'58" East
      a distance of 170.00 feet to a point; thence North 00 degrees 00' 02"
      West





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      a distance or 130.98 feet to a point on the Southerly easement line of
      Kujawski Ditch; thence South 52 degrees 42'32" East along the Southerly
      easement line of Kujawski Ditch a distance of 335.14 feet to a point;
      thence South 29 degrees 20' 18" East along the Southerly easement line of
      Kujawski Ditch a distance of 40.15 feet to a point on the Northerly
      right-of-way line of the Penn Central Company; thence South
      78 degrees 05'39" West along the Northerly right-of-way line of the Penn
      Central Company a distance of 466.33 feet to the Place of Begin-
      ning, said parcel containing 1.765 acres, more or less, said parcel
      being subject to legal highways.
    3.  Angola Substation, situated in the City of Toledo, Lucas County,
Ohio, and described as:
        A parcel of land being pan of the Southwest quarter (1/4) of
    Section 12, Town two (2), United States Reserve, in the City of Toledo,
    Lucas County, Ohio, said parcel of land being bounded and described
    as follows:
          Commencing at the southwest corner of the said Southwest
      quarter (1/4) of Section 12; thence in a northerly direction along the
      west line of the said Southwest quarter (1/4) of Section 12, having
      an assumed bearing of North zero (00) degrees, zero (00) minutes,
      zero (00) seconds East, a distance of three hundred ninety-five and
      forty-seven hundredths (395.47) feet to the intersection of a line
      drawn eighty-four and zero hundredths (84.00) feet northwesterly of
      and parallel to the centerline of Track #1 of the Penn Central
      Railroad, said intersection being the true point of beginning; thence
      continuing North zero (00) degrees, zero (00) minutes, zero (00)
      seconds East along the said west line of the Southwest quarter (1/4)
      of Section 12, a distance of two hundred ninety-one and forty-three
      hundredths (291.43) feet to the intersection of a line drawn at right
      angles to the said west line of the Southwest quarter (1/4) of Section
      12; thence South ninety (90) degrees, zero (00) minutes, zero (00)
      seconds East along said line drawn at right angles to the west line of
      the Southwest quarter (1/4) of Section 12, a distance of three
      hundred sixty and zero hundredths (360.00) feet to the intersection
      of a line drawn three hundred sixty and zero hundredths (360.00)
      feet easterly of and parallel to the said west line of the Southwest
      quarter (1/4) of Section 12; thence South zero (00) degrees, zero
      (00) minutes, zero (00) seconds West along said line drawn three





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      hundred sixty and zero hundredths (360.00) feet easterly of and
      parallel to the west line of the Southwest quarter (1/4) of Section 12,
      a distance of two hundred fourteen and eight hundredths (214.08)
      feet to the intersection of said line drawn eighty-four and zero
      hundredths (84.00) feet northwesterly of and parallel to the said
      centerline or Track #l of the Penn Central Railroad; thence South
      seventy-seven (77) degrees, fifty-two (52) minutes, thirty (30)
      seconds West along said line drawn eighty-four and zero hundredths
      (84.00) feet northwesterly of and parallel to the centerline of Track
      #1 of the Penn Central Railroad, a distance of three hundred sixty-
      eight and twenty-one hundredths (368.21) feet to the true point of
      beginning.
          Containing 2.088 acres of land, more or less.
          Subject to legal highways.
    4.   Whitehouse Substation expansion, situated in the Village of
Whitehouse, Lucas County, Ohio, and described as:

        A parcel of land being part of the East 1/2 of the Southwest 1/4 of
    Section 35, Town 7 North, Range 9 East, in the Village of White-
    house, Lucas County, Ohio, said parcel of land being bounded and
    described as follows:

          Commencing at a concrete monument marking the northeast
      corner of the said Southwest 1/4 of Section 35; thence southerly
      along the easterly line of the said Southwest 1/4 of Section 35, having
      an assumed bearing of South 00 degrees, 12 minutes, 18 seconds
      East, a distance of 656.60 feet to the intersection of the southerly line
      of the north 20 acres of the said East 1/2 of the Southwest 1/4 of
      Section 35, said intersection being the True Point of Beginning;
      thence continuing South 00 degrees, 12 minutes, 18 seconds East
      along the said easterly line of the Southwest 1/4 of Section 35, a
      distance of 516.55 feet to the intersection of a line drawn 74.00 feet
      northwesterly of and parallel to the centerline of the Wabash
      Railroad, said line also being the northwesterly right-of-way line of
      the Wabash Railroad; thence South 65 degrees, 20 minutes, 01
      second West along said northwesterly right-of-way line of the
      Wabash Railroad, a distance of 817.72 feet to the intersection of the
      centerline of Disher Ditch (as it now exists); thence North 33
      degrees, 56 minutes, 04 seconds East along said centerline of Disher





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      Ditch (as it now exists), a distance of 218.42 feet to the intersection
      of the northerly right-of-way line of Logan Street; thence North 31
      degrees, 49 minutes, 45 seconds East along a line, a distance of
      795.12 feet to the intersection of the said southerly line of the north
      20 acres of the East 1/2 of the Southwest 1/4 of Section 35, said
      Intersection being 200.00 feet westerly of the said easterly line of the
      Southwest 1/4 of Section 35; thence North 89 degrees, 42 minutes, 01
      second East along the said southerly line of the North 20 acres of the
      East 1/2 of the Southwest 1/4 of Section 35, a distance of 200.00 feet
      to the True Point of Beginning.
          Subject to legal highways.
    5.  Woodville Substation, situated in Woodville Township, Sandusky
County, Ohio, and described as:
        A parcel of land being part of the Southeast quarter (1/4) of Section
    29, Town six (6) North, Range thirteen (13) East in Woodville
    Township, Sandusky County, Ohio, said parcel of land being bounded
    and described as follows:
          Commencing at the center of Section 29; thence in an easterly
      direction along the centerline of State Route 582, having an assumed
      bearing of North eighty-nine (89) degrees, thirty-nine (39) minutes,
      fifty-three (53) seconds East, a distance of five hundred eighty-five
      and eight hundredths (585.08) feet to the true point of beginning;
      thence continuing North eighty-nine (89) degrees, thirty-nine (39)
      minutes, fifty-three (53) seconds East along the said centerline of
      State Route 582, a distance of six hundred and zero hundredths
      (600.00) feet to the intersection of the centerline of State Route 105;
      thence in a southwesterly direction along an arc of curve to the left,
      said arc of curve having a radius of seven hundred ninety-five and
      sixty-nine hundredths (795.69) feet, an arc distance of one hundred
      fifty-one and twenty-eight hundredths (151.28) feet to a point of
      tangency; thence South forty-six (46) degrees, thirty-nine (39)
      minutes, thirty-nine (39) seconds West along the said centerline of
      State Route 105, a distance of six hundred fifty-six and seventy
      hundredths (656.70) feet to the intersection of a line drawn at right
      angles to the said centerline of State Route 582; thence North zero
      (00) degrees, twenty (20) minutes, seven (07) seconds West along
      said line drawn at right angles to the said centerline of State Route
      582, a distance of five hundred thirty-nine and ninety-eight hun-
      dredths (539.98) feet to the true point of beginning.





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          Containing 3.602 acres of land, more or less, and subject to legal
      highways.

    6.  Fort Industry Substation, situated in the City of Toledo, Lucas
County, Ohio, and described as:

        Parcel l:

        A parcel of land being part of Lot 12 in Plat l, Fort Industry
    Industrial Park in the City of Toledo, Lucas County, Ohio, said
    parcel of land being bounded and described as follows:

          Beginning at the southeast corner of said Lot 12; thence in a
      northwesterly direction along the southwesterly line or said Lot 12,
      having an assumed bearing of North 80 degrees, 31 minutes 47
      seconds West, a distance of 100.00 feet to the intersection of a line
      drawn 301.10 feet southeasterly of and parallel to the northwesterly
      line of said Lot 12; thence North 09 degrees, 28 minutes, 13 seconds
      East along said line drawn 301.10 feet southeasterly of and parallel to
      the northwesterly line of Lot 12, a distance of 407.50 feet to the
      intersection of the northeasterly line of said Lot 12; thence South 80
      degrees, 31 minutes, 47 seconds East along the said northeasterly line
      of Lot 12, a distance of 183.30 feet to the intersection of the easterly
      line of said Lot 12, said easterly line of Lot 12 also being the easterly
      line of said Plat 1, Fort Industry Industrial Park; thence South 00
      degrees, 05 minutes, 29 seconds West along the said easterly line of
      Lot 12, a distance of 148.82 feet to the intersection of the southerly
      line of said Lot 12, said southerly line of Lot 12 also being the east-
      west centerline of Section 7, Town 9 South, Range 8 East; thence
      South 89 degrees, 53 minutes, 57 seconds, West along the said
      southerly line of Lot 12, a distance of 149.17 feet to the intersection of
      the easterly line of said Lot 12, said easterly line also being the
      easterly line of the West 1/2 of the North 1/2 of the Northwest 1/4 of the
      southeast 1/4 of said Section 7; thence south 00 degrees 02 minutes, 22
      seconds East along the said easterly line of Lot 12, a distance of
      239.15 feet to the point of beginning.

        Parcel 2:

        A parcel of land being part of the Northwest 1/4 of the Southeast 1/4
    of Section 7, Town 9 South, Range 8 East, in the City of Toledo, Lucas





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                                                                            (TE)



County, Ohio, said parcel of land being bounded and described as
follows:

      Beginning at the intersection of the centerline of Progress
  Avenue with the easterly line of the West 1/2 of the North 1/2 of the
  said Northwest 1/4 of the Southeast 1/4 of Section 7, said Easterly line
  of the West 1/2 of the North 1/2 of the Northwest 1/4 of the Southeast 1/4
  of Section 7 also being the Easterly line of Plat 1, Fort Industry
  Industrial Park; thence in a northerly direction along the said easterly
  line or the West 1/2 of the North 1/2 of the Northwest 1/4 of the
  Southeast 1/4 of Section 7, having an assumed bearing or North 00
  degrees, 02 minutes, 22 seconds West, a distance of 279.71 feet to the
  intersection of the east-west centerline of said Section 7; thence North
  89 degrees, 53 minutes, 57 seconds East along the said east-west
  centerline of Section 7, a distance of 310.00 feet to the intersection of
  a line drawn 310.00 feet easterly of and parallel to the said easterly
  line or the West 1/2 or the North 1/2 of the Northwest 1/4 of the
  Southeast 1/4 or Section 7; thence South 00 degrees, 02 minutes, 22
  seconds East along said line drawn 310.00 feet easterly of and
  parallel to the easterly line or the West 1/2 of the North 1/2 of the
  Northwest 1/4 of the Southeast 1/4 of Section 7, a distance of 315.00
  feet to the intersection of a line drawn 315.00 feet southerly of and
  parallel to the said east-west centerline of Section 7; thence South 89
  degrees, 53 minutes, 57 seconds West along said line drawn 315.00
  feet southerly of and parallel to the east-west centerline of Section 7,
  a distance of 100.66 feet to the intersection of the extension (in a
  southeasterly direction) of the said centerline of Progress Avenue;
  thence North 80 degrees, 31 minutes, 47 seconds West along said
  extension of the centerline of Progress Avenue, a distance of 212.26
  feet to the point of beginning.

    Parcel 3:

    A parcel of land being part of the east 168.50 feet of the west
317.67 feet of the East 1/2 of the West 1/2 of the Northeast 1/4 of Section 7,
Town 9 South, Range 8 East, in the City of Toledo, Lucas County,
Ohio, said parcel of land being bounded and described as follows:

      Beginning at the intersection of the easterly line of Plat 1, Fort
  Industry Industrial Park with the east-west centerline of said Section
  7; thence in a northerly direction along the said easterly line of Plat 1,





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      Fort Industry Industrial Park, having an assumed bearing of North 00
      degrees, 05 minutes, 29 seconds East, a distance of 160.00 feet to the
      intersection of a line drawn 160.00 feet northerly of and parallel to the
      said east-west centerline of Section 7, said line drawn 160.00 feet
      northerly of and parallel to the east-west centerline of Section 7 also
      being the northerly line of an existing Toledo Edison Easement recorded
      in Volume 1512, Page 477, Lucas County Deed Records; thence North 89
      degrees, 53 minutes, 57 seconds East along said line drawn 160.00 feet
      northerly of and parallel to the east-west centerline of Section 7, a
      distance of 168.50 feet to the intersection of the easterly line of the
      said west 317.67 feet of the east 1/2 of the west 1/2 of the northeast
      1/4 of Section 7; thence South 00 degrees, 05 minutes, 29 seconds West
      along the said easterly line of the west 317.67 feet of the east 1/2 of
      the west 1/2 of the Northeast 1/4 of Section 7, a distance of 160.00 feet
      to the intersection of the said east-west centerline of Section 7; thence
      South 89 degrees, 53 minutes, 57 seconds West along the said east-west
      centerline of Section 7, a distance of 168.50 feet to the point of
      beginning.

    7. Penta County Substation, situated in Perrysburg Township, Wood
County, Ohio, and described as:

        A parcel of land being part of Willis Day industrial Park being pan
    of the Southeast quarter (1/4) of Section 26, Town three (3), United
    States Reserve, Perrysburg Township, Wood County, Ohio, said parcel
    of land being bounded and described as follows:

          Commencing at the southeast corner of the Northwest quarter
      (1/4)of Section 25, Town three (3), United States Reserve; thence in a
      northerly direction along the easterly line of the said Northwest
      quarter (1/4) of Section 25, having an assumed bearing of North one
      (01) degree, twelve (12) minutes, zero (00) seconds West, a distance
      of one thousand four hundred eighty-six and eighty-nine hundredths
      (1486.89) feet to the intersection of the centerline of First Street (so
      called); thence South eighty-nine (89) degrees, forty-six (46) min-
      utes, thirty (30) seconds West along the said centerline of First Street
      (so called), a distance of seven hundred eighty-five and thirteen
      hundredths (785.13) feet to the intersection of the centerline of "D"
      Street (so called); thence continuing along the said centerline of First
      Street (so called) now bearing North sixty-eight (68) degrees, thirty





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(30) minutes, zero (00) seconds West, a distance of one thousand
five hundred seventy-three and forty-two hundredths (1573.42 feet
to the intersection of the centerline of "J" Street (so called); thence
South twenty-one (21) degrees, thirty (30) minutes, zero (00)
seconds West along the said centerline of "J" Street (so called), a
distance of three thousand four hundred ninety-two and six hundredths
(3492.06) feet to the intersection of the centerline of Fourth Street (so
called thence North sixty-eight (68) degrees, thirty (30) minutes,
zero (00) seconds West along the said centerline of Fourth Street (so
called), a distance of nine hundred seven and forty-four hundredths
(907.44) feet to the intersection of a line drawn at right angles to the
said centerline of Fourth Street (so called); thence North twenty-one
(21) degrees, thirty (30) minutes, zero (00) seconds East along said
line drawn at right angles to the centerline of Fourth Street (so
called), a distance of thirty-one and zero hundredths (31.00) feet to
the intersection of a line drawn thirty-one and zero hundredths
(31.00) feet northeasterly of and parallel to the said centerline of
Fourth Street (so called) said intersection being the true point of
beginning; thence North sixty-eight (68) degrees, thirty (30 min-
utes, zero (00) seconds West along said line drawn thirty-one and
zero hundredths (31.00 feet northeasterly of and parallel to the
centerline of Fourth Street (so called), a distance of two hundred fifty
and zero hundredths (250.00) feet to the intersection of a line drawn
at right angles to the said centerline of Fourth Street (so called);
thence North twenty-one (21) degrees, thirty (30) minutes, zero (00)
seconds East along said line drawn at right angles to the centerline of
Fourth Street (so called), a distance of two hundred fifty and zero
hundredths (250.00) feet to the intersection of a line drawn parallel to
the said centerline of Fourth Street (so called); thence South sixty-
eight (68) degrees, thirty (30) minutes, zero (00) seconds East along
said line drawn parallel to the centerline of Fourth Street (so called),
a distance of two hundred fifty and zero hundredths (250.00) feet to
the intersection of a line drawn at right angles to the said centerline of
Fourth Street (so called); thence South twenty-one (21) degrees,
thirty (30) minutes, zero (00) seconds West along said line drawn at
right angles to the centerline of Fourth Street (so called), a distance
of two hundred fifty and zero hundredths (250.00) feet to the true
point of beginning.
    Containing 1.435 acres of land, more or less.





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    8. Candyce Grove Substation, situated in the City of Rossford, Wood
County, Ohio, and described as:

       Lot Number sixty-three (63) in Candyce Grove, Plat One, a
    Subdivision in the City of Rossford, Wood County, Ohio.

    9. Lynch Substation, situated in Monclova Township, Lucas County,
Ohio, and described as:

       A parcel of land being part of the Northeast 1/4 of Section 8 and the
    Northwest 1/4 of Section 9, all in Town 1, United States Reserve,
    Monclova Township, Lucas County, Ohio, said parcel of land being
    bounded and described as follows:

          Commencing at the intersection of the easterly line of the said
      Northeast 1/4 of Section 8 with the centerline of Black Road (so-
      called); thence in a southeasterly direction along the said centerline
      of Black Road (so-called) having an assumed bearing of South 41
      degrees, 35 minutes, 15 seconds East, a distance of 17.34 feet to the
      intersection of the southeasterly right-of-way line of the Wabash
      Railroad; thence continuing South 41 degrees, 35 minutes, 15 seconds
      East along the said centerline of Black Road (so-called), a measured
      distance of 206.21 feet (record distance of 206.11 feet) to the
      intersection of the southerly line of a parcel of land as described in
      Volume 1245, Page 132, Lucas County Deed Records, said inter-
      section being the true point of beginning; thence South 64 degrees, 48
      minutes, 33 seconds West along a line drawn southeasterly of and
      parallel to the centerline of the said Wabash Railroad, a distance of
      1032.91 feet to the intersection of the westerly line of a parcel of land
      as described in Volume 1702, Page 620, Lucas County Deed
      Records; thence North 00 degrees, 44 minutes, 03 seconds East along
      the said westerly line of a parcel of land as described in Volume 1702,
      Page 620, Lucas County Deed Records, a distance of 219.96 feet to
      the intersection of the said southeasterly right-of-way line of the
      Wabash Railroad; thence North 64 degrees, 48 minutes, 33 seconds
      East along the said southeasterly right-of-way line of the Wabash
      Railroad, a distance of 508.14 feet to the intersection of the said
      southerly line of a parcel of land as described in Volume 1245, Page
      132, Lucas County Deed Records; thence North 89 degrees, 35
      minutes, 06 seconds East along the said southerly line of a parcel of





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                                                                            (TE)



      land as described in Volume 1245, Page 132, Lucas County Deed
      Records, a measured distance of 472.05 feet (record distance of
      472.31 feet) to the true point of beginning.

          Subject to legal highways.

    10. Northwestern Service Center, situated in Springfield Township,
Lucas County, Ohio, and described as:

       A parcel of land being that part of the East half (1/2) of the
    Northeast quarter (1/4) of Section 15, Town two (2), United States
    Reserve in Springfield Township, Lucas County, Ohio, lying northerly
    of the Lakeshore and Michigan Southern Railroad excepting therefrom
    the west one hundred (100) feet of the north four hundred thirty-five
    and six tenths (435.6) feet thereof, said parcel of land being bounded
    and described as follows:

          Beginning at the northeast corner of said Section 15; thence in a
      southerly direction along the east line of the said Northeast quarter
      (1/4) of Section 15, having an assumed bearing of South zero (00)
      degrees, twenty-one (21) minutes, twelve (12) seconds West, a
      distance of seven hundred three and six hundredths (703.06) feet to
      the intersection of the northerly right-of-way line of the Lakeshore
      and Michigan Southern Railroad Company; thence South seventy-
      eight (78) degrees, sixteen (16) minutes, twenty-four (24) seconds
      West along the said northerly right-of-way line of the Lakeshore and
      Michigan Southern Railroad Company, a distance of one thousand
      three hundred sixty-two and forty-three hundredths (1362.43) feet to
      the intersection of the west line of the said East half (1/4) of the
      Northeast quarter (1/4) of Section 15; thence North zero (00)
      degrees, two (02) minutes, thirty (30) seconds West along the said
      west line of the East half (1/2) of the Northeast quarter (1/4) of Section
      15, a distance of six hundred seven and ninety-four hundredths
      (607.94) feet to the intersection of the south line of the said north
      four hundred thirty-five and six tenths (435.6) feet of the East half
      (1/2) of the Northeast quarter (1/4) of Section 15; thence South eighty-
      seven (87) degrees, fifteen (15) minutes, thirty-four (34) seconds
      East along the said south line of the north four hundred thirty-five
      and six tenths (435.6) feet of the East half (1/2) of the Northeast
      quarter (1/4) of Section 15, a distance of one hundred and twelve





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                                                                           (TE)





      hundredths (100. 12) feet to the intersection of the east line of the
      said west one hundred (100) feet of the East half (1/2) of the
      Northeast quarter (1/4) of Section 15; thence North zero (00)
      degrees, two (02) minutes, thirty (30) seconds West along the said
      east line of the west one hundred (100) feet of the East half (1/2) of
      the Northeast quarter (1/4) of Section 15, a distance of four hundred
      thirty-six and eleven hundredths (436.11) feet to the intersection of
      the north line of the said Northeast quarter (1/4) of Section 15; thence
      South eighty-seven (87) degrees, fifteen (15) minutes, thirty-four
      (34) seconds East along the said north line of the Northeast quarter
      (1/4) of Section 15, a distance of one thousand two hundred forty and
      fifty hundredths (1240.50) feet to the point of beginning.

                 Containing 25.797 acres of land, more or less.

                 Subject to legal highways.

     11. Frey Distribution Center, situated in Lake Township, Wood
County, Ohio, and described as:

       A parcel of land being part of the southwest quarter (1/4) of Section
    two (2), Town seven (7) North, Range twelve (12) East, in Lake
    Township, Wood County, Ohio, said parcel of land being bounded and
    described as follows:

       Commencing at the intersection of the centerline of Frey Road
      (Indian Reserve Line) with the centerline of Woodville Road; thence
      in a southwesterly direction along the said centerline of Frey Road
      (Indian Reserve Line) a distance of three hundred eighty-eight and
      ninety-one hundredths (388.91) feet to the intersection of a line
      drawn parallel to the said centerline of Woodville Road, said
      intersection being the true point of beginning; thence in a south-
      easterly direction along said line drawn parallel to the centerline of
      Woodville Road, a distance of four hundred forty-seven and seventy-
      nine hundredths (447.79) feet to the intersection of a line drawn
      perpendicular to the said centerline of Woodville Road; thence in a
      southwesterly direction along said line drawn perpendicular to the
      centerline of Woodville Road, a distance of three hundred and no
      hundredths (300.00) feet to the intersection of a line drawn parallel
      to the said centerline of Woodville Road; thence in a northwesterly





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      direction along said line drawn parallel to the centerline of Woodville
      Road, a distance of five hundred sixty and thirty-five hundredths
      (560.35) feet to the intersection of the said centerline of Frey Road
      (Indian Reserve Line); thence in a northeasterly direction along the
      said centerline of Frey Road (Indian Reserve Line) a distance of
      three hundred twenty and forty-two hundredths (320.42) feet to the
      true point of beginning.

          Containing three and four hundred seventy-two thousandths
      (3.472) acres of land more or less.  Subject to any and all legal
      highways.

    12. Oregon Distribution Center, situated in the City of Oregon, Lucas
County, Ohio, and described as:

       Parcel 1:

       The east 79 feet of the west 151 feet of the south 1/2 of the east 20
    acres of the northwest 1/4 of Section 3, Town 10 South, Range 8 East, in
    the City of Oregon, Lucas County, Ohio, excepting therefrom that part
    thereof lying south of the north line of the right-of-way of The Toledo,
    Port Clinton and Lakeside Railway Company.

       Subject to legal highways.

       Parcel 2:

       The south 1/2 of the east 20 acres of the northwest 1/4 of Section 3,
    Town 10 South, Range 8 east. in the City of Oregon, Lucas County,
    Ohio, excepting therefrom the west 151 feet and also excepting there-
    from that part thereof lying south of the north line of the right-of-way of
    the Toledo, Port Clinton and Lakeside Railway Company.

       Subject to legal highways.

    13. Sectionalizing of the second circuit for the 345 K.V. transmission
lines through the Bay Shore Generating Station, situated in the City of
Oregon, Lucas County, Ohio, and described as:

       Being the Easterly ninety-four (94) feet of that part of Lot #2
    which lies South of the public highway of the survey made by Jonathan
    Wynn of original lots 1, 2, 4, and the West part of Lot #3 in Sections
    twenty-three (23) and twenty-four (24) in Town nine (9) South,
    Range eight (8) East, in the City of Oregon, Lucas County, Ohio.





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    14. Additional property for a tap tower on the Toledo Belt Steel Tower
Transmission Line situated in the City of Rossford, Wood County, Ohio, and
described as:

       That part of the South 1/2 of the Southeast 1/4 of Section 23, Town 3,
    United States Reserve in the City of Rossford, Wood County, Ohio,
    bounded and described as follows:

          Starting at the Southwest corner of the Southeast 1/4 of said Section
      23; thence North 00 degrees 00' 32" East along the West line of the
      Southeast 1/4 of said Section 23, a distance of 85 feet to a point;
      thence South 88 degrees 19' 08" East, a distance of 515.46 feet to the
      point of Beginning of the premises hereinafter described; thence South 88
      degrees 19' 08" East, a distance of 83.03 feet to a point; thence South
      00 degrees 00' 32" West, a distance of 63.57 feet to a point; thence
      North 89 degrees 55' 42" West, a distance of 83.00 feet to a point;
      thence North 00 degrees 00' 32" East, a distance of 65.90 feet to the
      point of beginning.




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    1. Silica Substation, situated in Sylvania Township, Lucas County,
State of Ohio, and described as:

       Commencing at the intersection of the centerline of Centennial
    Road with the centerline of Central Avenue, said intersection also
    being the southwest corner of the said Southwest quarter (114) of
    Section 20; thence in an easterly direction along the said centerline of
    Central Avenue, having an assumed bearing of South eighty-eight (88)
    degrees, seventeen (17) minutes, fifty-five (55) seconds East, a dis-





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tance of two hundred nine and seven hundreds (209.07) feet to the
intersection of a line drawn parallel to the west line of the said
Southwest quarter (1/4) of Section 20; thence North zero (00) degrees.
zero (00) minutes, zero (00) seconds East along said line drawn
parallel to the west line of the Southwest quarter (1/4) of Section 20, a
distance of three and nineteen hundredths (3.19) feet to the intersec-
tion of the south line of the said Southwest quarter (1/4) of Section 20.
said intersection being located a record and measured distance of two
hundred nine and zero hundredths (209.00) feet easterly from the said
southwest corner of the Southwest quarter (1/4) of Section 20; thence
continuing North zero (00) degrees, zero (00) minutes, zero (00)
seconds East along said line drawn parallel to the west line of the
Southwest quarter (1/4) of Section 20, a record distance of twenty-six
and eighty-five hundredths (26.85) feet and a measured distance of
twenty-six and eighty-two hundredths (26.82) feet to the intersection
of a line drawn thirty and zero hundredths (30.00) feet northerly of
and parallel to the said centerline of Central Avenue, said line drawn
thirty and zero hundredths (30.00) feet northerly of and parallel to the
centerline of Central Avenue being the former northerly right-of-way
line of Central Avenue, said intersection being the True Point of
Beginning; thence continuing North zero (00) degrees, zero (00)
minutes, zero (00) seconds East along said line drawn parallel to the
west line of the Southwest quarter (1/4) of Section 20, a distance of
twenty-five and one hundredth (25.01) feet to the intersection of a line
drawn fifty-five and zero hundredths (55.00) feet northerly of and
parallel to the said centerline of Central Avenue, said line drawn fifty-
five and zero hundredths (55.00) feet northerly of the centerline of
Central Avenue, being the northerly line of a perpetual easement for
highway purposes appropriated by the State of Ohio in Case No. 71-
1216, Court of Common Pleas, Lucas County, Ohio; thence continu-
ing North zero (00) degrees, zero (00) minutes, zero (00) seconds East
along said line drawn parallel to the west line of the Southwest quarter
(1/4) of Section 20, a distance of three hundred thirty-nine and ninety-
nine hundredths (339.99) feet to the intersection of a line drawn
parallel to the said centerline of Central Avenue; thence South eighty-
eight (88) degrees, seventeen (17) minutes, fifty-five (55) seconds East
along said line drawn parallel to the centerline of Central Avenue, a
distance of three hundred and thirteen hundredths (300.13) feet to the
intersection of a line drawn parallel to the said west line of the
Southwest quarter (1/4) of Section 20; thence South zero (00) degrees,





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    zero (00) minutes, zero (00) seconds West along said line drawn
    parallel to the west line of the Southwest quarter (1/4) of Section 20, a
    distance of three hundred thirty-nine and ninety-nine hundredths
    (339.99) feet to the intersection of said line drawn fifty-five and zero
    hundredths (55.00) feet northerly of and parallel to the centerline of
    Central Avenue, said line drawn fifty-five and zero hundredths (55.00)
    feet northerly of and parallel to the centerline of Central Avenue
    being the northerly line of a perpetual easement for highway purposes
    appropriated by the State of Ohio in Case No. 71-1216, Court of
    Common Pleas, Lucas County, Ohio; thence continuing South zero
    (00) degrees, zero (00) minutes, zero (00) seconds West along said line
    drawn parallel to the west line of the Southwest quarter (1/4) of
    Section 20, a distance of twenty-five and one hundredth (25.01) feet to
    the intersection of said line drawn thirty and zero hundredths (30.00)
    feet northerly of and parallel to the centerline of Central Avenue;
    thence North eighty-eight (88) degrees, seventeen (17) minutes, fifty-
    five (55) seconds West along said line drawn thirty and zero hun-
    dredths (30.00) feet northerly of and parallel to the centerline of
    Central Avenue, a distance of three hundred and thirteen hundredths
    (300.13) feet to the True Point of Beginning.

    2. An additional parcel comprising part of the site of the Edgerton
Substation, situated in St. Joseph's Township, Williams County, State of
Ohio. and described as:

       Situated in the Northwest Quarter of Section Twenty-six (26),
    Town Six (6) North, Range One (1) East, St. Joseph Township.
    Williams County, Ohio. Commencing at a stone at the Northwest
    corner of said Section 26, thence South and binding upon the section
    line a distance of one thousand one hundred seventy-nine point six-
    teen (1179.16) feet to the point of beginning; thence East a distance of
    two hundred sixty (260.0) feet to a point, thence South a distance of
    two hundred sixty (260.0) feet to a point, thence South seventy-seven
    degrees (77 degrees) forty-six minutes (46') West a distance of two hundred
    sixty-six point zero four (266.04) feet to the west line of said Section
    26, thence North along the section line a distance of three hundred
    sixteen point thirty-seven (316.37) feet to the point of beginning.
    Containing 1.72 acres of land, more or less. Subject to public road
    right-of-way.





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    3. An additional parcel comprising part of the site of the Delta
Substation, situated in the Village of Delta, Fulton County, State of Ohio,
and described as:

        Being a parcel Of land in the Northwest Quarter (N.W.14) of Section 18,
    Town 7-North, Range 8-East, more particularly described as commencing at
    the Northwest corner of the Northwest Quarter (N.W.14) of the above
    described section; thence South eighty-six degrees East, (S. 860 E.),
    binding upon the section line, one thousand two hundred twenty.seven and
    seven tenths (1227.7) feet to a point; thence South three degrees, seven
    minutes West (S 3 degrees 07' W.) four hundred fifteen (415) feet to a
    point, the place of beginning; thence South eighty-six degrees, fifty.three
    minutes East (S. 86 degrees 53' E.) thirty (30) feet to a point; thence
    South three degrees, seven minutes West (S. 3 degrees 07' W.) thirty-two
    and sixty-four hundredths (32.64) feet to a point; thence South eighty-six
    degrees, fifty-three minutes East (S.  86 degrees 53' E.) two hundred
    thirteen and six tenths (213.6) feat to a point; thence South sixteen
    degrees, four minutes East (S. 16 degrees 04' E.) two hundred forty-eight
    and eighty-one hundredths (248.81) feet to a point in the North
    right-of-way line of Penn Central Railroad property; thence South
    eighty-one degrees, forty-eight minutes West (S. 81 degrees 48' W.),
    binding upon the said Penn Central right-of-way line, three hundred
    thirty-one and eighty-four hundredths (331.84) feet to a point; thence
    North three degrees, seven minutes East (N. 3 degrees 07' E.) three hundred
    thirty-two and seventy-five hundredths (332.75) feet to the place of
    beginning, containing 1.80 acres.

    4. Bruce Mansfield Unit No. 2 Site, situated in the Borough of
Shippingport, Beaver County, Commonwealth of Pennsylvania, and
described as:

        An undivided 17.3% interest in the following:

        Beginning at a concrete monument at the intersection of the
    Pennsylvania Power Company's Bruce Mansfield Plant South prop-
    erty line with the Westerly right-of-way line of the New Cumberland
    and Pittsburgh Railroad (now Penn Central Railroad) said concrete
    monument bears South 85 degrees 11' East, a distance of 152.70 feet, and
    South 33 degrees 16' East, a distance of 324.80 feet from the Grantor's
    Southwest property corner; thence from said concrete monument
    South 51 degrees 00' East, a distance of 193.56 feet to a point, said point
    bears North 51 degrees 00' West, a distance of 1.83 feet from the East-West





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  baseline column row (P) of the Bruce Mansfield Plant; thence North 39 degrees
  00' East, a distance of 1.763.02 feet to a point which bears North 39 degrees
  00' East, a distance of 0.67 feet from column row (18) and the true place of
  beginning of the premises herein to be described, and being the Southwest
  corner of the base slab of Unit No. 2; thence with the Westerly edge of Unit
  No. 2 North 39 degrees 00' East, a distance of 98.33 feet to a point which
  bears North 39 degrees 00' East, a distance of 5.00 feet from column row
  (15); thence North 51 degrees 00' West, a distance of 6.17 feet to the edge
  of the base slab; thence with the Westerly edge thereof, and North 51 degrees
  00' West, a distance of 8.00 feet from the East- West baseline column row
  (P), North 39 degrees 00' East, a distance of 149.00 feet to the North-South
  baseline column row (10) and the dividing line between Units 1 and 2; thence
  with said dividing line, and with column row (10) South 51 degrees 00' East,
  a distance of 422.75 feet to the Northeast corner thereof; thence with the
  East edge of the base slab and with a line that bears South 51 degrees 00'
  East, a distance of 6.00 feet from column row (A) South 39 degrees 00' West,
  a distance of 254.00 feet to the Southeast corner thereof; thence with the
  South edge of the base slab, and with a line that bears South 39 degrees 00'
  West, a distance of 6.00 feet from column row (18) North 51 degrees 00' West,
  a distance of 258.75 feet to a point that bears South 51 degrees 00' East, a
  distance of 6.00 feet from column row (J); thence South 39 degrees 00' West,
  a distance of 19.00 feet; thence crossing said base slab North 51 degrees 00'
  West, a distance of 95.33 feet to a point which bears South 51 degrees 00'
  East, a distance of 0.67 feet from column row (M); thence North 39 degrees
  00" East, a distance of 25.67 feet to a point which bears North 39 degrees
  00' East, a distance of 0.67 feet from column row (18); thence North 51
  degrees 00' West, a distance of 62.50 feet to the place of beginning, and
  contain- ing 108,124 square feet, or 2.482 acres.

     Together with all of the Company's interest in the structures
located and being constructed on said premises and all of the Com-
pany's rights of way, easements, rights, franchises and privileges
used in connection therewith.





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    5.  Bruce Mansfield Unit No. 3 Site, situated in the Borough of
Shippingport, Beaver County, Commonwealth of Pennsylvania, and
described as:

        An undivided 19.91% interest in the following:

        Beginning at a concrete monument at the intersection of the
    Pennsylvania Power Company's Bruce Mansfield Plant South property line
    with the Westerly right-of-way line of the New Cumberland and Pittsburgh
    Railroad (now Penn Central Railroad) said concrete monument bears South 85
    degrees 11' East, a distance of 152.70 feet and South 33 degrees 16' East,
    a distance of 324.80 feet from the Grantor's Southwest property corner;
    thence from said concrete monument South 51 degrees 00' East, a distance of
    187.39 feet to a point, said point bears North 51 degrees 00' West, a
    distance of 8.00 feet from the East-West baseline column row (P) of the
    Bruce Mansfield Plant; thence North 39 degrees 00' East, a distance of
    1,248.35 feet to a point, being the intersection of column row (35) and
    the true place of beginning of the premises herein to be described and
    being the Southwest corner of the base slab of Unit No. 3; thence with the
    Westerly edge of said base slab and parallel to column row (P) and North 51
    degrees 00' West, a distance of 8.00 feet therefrom; North 39 degrees 00'
    East, a distance of 274.00 feet to column row (26) being the Northwest
    corner of Unit No. 3 base slab; thence from the Northwest corner of said
    base slab, and with said column row (26) South 51 degrees 00' East, a
    distance of 164.00 feet to a corner of said slab; thence parallel to column
    row (J) and South 51 degrees 00' East, a distance of 6.00 feet therefrom:
    thence South 39 degrees 00' West, a distance of 20.00 feet to another
    corner which bears North 39 degrees 00' East, a distance of 6.00 feet from
    column row (27); thence continuing with the edge of said base slab and
    parallel to column row (27) South 51 degrees 00' East, a distance of 258.75
    feet to the Northeast corner of said base slab; thence continuing with the
    edge of said slab and parallel to column row (A) and South 51 degrees 00'
    East a distance of 6.00 feet therefrom, South 39 degrees 00' West, a
    distance of 254.00 feet to the intersection of column row (35) and being
    the Southeast corner of said base slab; thence with column row (35) North
    51 degrees 00' West, a distance of 422.75 feet to the Southwest corner of
    said base slab and the place of beginning, containing 110.658.5 square
    feet, or 2.54 acres.

        Together with all of the Company's interest in the structures
    located and to be constructed on said premises and all of the Com-





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    pany's rights of way, easements, rights, franchises and privileges
    used in connection therewith.

    6.  Parcels comprising common facilities to be used in conjunction
with Bruce Mansfield Units Nos. 1, 2 and 3 Sites, situated in the Borough
of Shippingport, Beaver County, Commonwealth of Pennsylvania, and
described as:

        An undivided 12.40% interest in the following:

    Parcel 1:

        Beginning at an iron stake in the center of L.R. 483 at a point common
    to lands of the Grantor herein and lands now or formerly of Wilbur L.
    Ambrose; thence North 76 degrees 19' East, a distance of 519.75 feet to a
    point; thence North 24 degrees 55' 30" East, a distance of 745.33 feet to a
    point; thence North 22 degrees 1' East, a distance of 239.25 feet to a
    point; thence North 56 degrees 51' 30" West, a distance of 258.83 feet to a
    point; thence North 45 degrees 57' 30" East, a distance of 345.92 feet to a
    point; thence North 40 degrees 38' West, a distance of 512.60 feet to a
    point; thence North 61 degrees 15' East, a distance of 1,005.72 feet to a
    point; thence along lands now or formerly of Ralph L. Weaton North 12
    degrees 21' East, a distance of 735.45 feet to a point; thence continuing
    along lands of Ralph L. Weaton North 11 degrees 10' 30" East, a distance of
    2,205.49 feet to a point; thence along line of lands now or formerly of J.
    B. Crain South 77 degrees 30' West, a distance of 536.25 feet to a point;
    thence North 12 degrees 30' West, a distance of 660.65 feet to a point
    which is the low water mark on the river bank of the Ohio River; thence by
    the low water mark of the Ohio River, being approximately South 72 degrees
    27' West, a distance of 1,825.00 feet, more or less, to a point; thence
    continuing along the edge of the Ohio River Southwesterly, a distance of
    945.00 feet, more or less, to a point; thence North 42 degrees 15' West, a
    distance of 27.00 feet to a point in the Ohio River; thence South 57
    degrees 16' 30" West, a distance of 1,197.26 feet to a point in the Ohio
    River; thence South 41 degrees 33' East, a distance of 43.84 feet to a
    point at the edge of the river bank of the Ohio River; thence continuing
    along the edge of the Ohio River the following courses and distances: South
    53 degrees 25' 30" West, a distance of 1,194.60 feet to a point; thence
    South 38 degrees 45' 30" West, a distance of 2.512.06 feet to a point;
    thence South 34 degrees 32' West, a distance of 143.92 feet to a point;
    thence South 21 degrees 18' West, a distance of 190.19 feet to a point;
    thence South 59 degrees 13' West, a distance of 343.67 feet to a point;
    thence South 32 degrees 48' West, a





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distance of 439.17 feet to a point on the edge of the left bank of the Ohio
River; thence South 73 degrees 54' East. a distance of 312.00 feet to an iron
bar; thence North 71 degrees 21' East, a distance of 108.50 feet to an iron
bar; thence South 69 degrees 8' 30" East, a distance of 40.22 feet to an iron
bar on the Northerly edge of the right-of.way of the New Cumberland &
Pittsburgh Railroad; thence along the Northerly edge of said right-of-way
North 37 degrees 56' East, a distance of 183.66 feet to an iron bar: thence
North 55 degrees 24' West, a distance of 40.07 feet to an iron bar: thence
North 37 degrees 36' East, a distance of 193.70 feet to an iron bar; thence
South 83 degrees 9' East, a distance of 46.71 feet to an iron bar; thence still
continuing along line of said right-of-way North 37 degrees 56' East, a
distance of 285.33 feet to an iron bar; thence North 62 degrees 10' East, a
distance of 109.66 feet to an iron bar; thence North 37 degrees 56' East, a
distance of 43.09 feet to an iron bar; thence South 85 degrees 11' East, a
distance of 29.85 feet to a concrete monument: thence North 37 degrees 56'
East, a distance of 339.14 feet to a point; thence South 9 degrees 23' 3" West,
a distance of 209.24 feet to a concrete monument; thence South 37 degrees #56'
West, a distance of 154.74 feet to an iron bar; thence South 52 degrees 4'
East, a distance of 25.00 feet to an iron bar; thence South 37 degrees 56'
West, a distance of 60.00 feet to an iron bar; thence South 13 degrees 42'
West, a distance of 109.66 feet to an iron bar; thence South 37 degrees 56'
West, a distance of 140.65 feet to an iron bar; thence South 83 degrees 9'
East, a distance of 229.50 feet to an iron bar; thence North 75 degrees 53'
East, a distance of 575.85 feet to a point, common to the lands of the Grantor
herein, the New Bridge Development Company, and Martha C.  Montgomery; thence
continuing along        now or formerly of Martha C. Montgomery North 65
degrees 38' East, a distance of 508.23 feet to a point; thence still along
lands now or formerly of Martha C. Montgomery South 39 degrees 52' East, a
distance of 288.75 feet to a point; thence along lands now or formerly of P. J.
Morrow South 49 degrees 19' West, a distance of 603.90 feet to a point, in the
right-of-way of L.R. 483; thence South 52 degrees 54' East, a distance of 0.64
feet to a point on the center line of L.R. 483; thence continuing along the
center line of said L.R. 483, a distance of 89.86 feet to a point; thence still
continuing along the center line of said route North 55 degrees 33' 30" East, a
distance of 586.75 feet to a point; thence continuing along the center line of
said route in a Northeasterly direction the following distances: 15.48 feet to
a point, 100.18 feet to a point, 212.73 feet to a point: thence still along
said center line in an Easterly direction 386.69 feet to a point; thence North
64 degrees 27' East. a distance of 105.00 feet to an





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iron pipe; thence South 22 degrees 3' East, a distance of 9.15 feet to a R.R.
spike; thence South 80 degrees 59' 30" East, a distance of 356.29 feet to a
point; thence South 81 degrees 26' East, a distance of 133.75 feet to a point;
thence South 48 degrees 29' 30" East, a distance of 17.00 feet to a spike on
the center line; thence South 79 degrees 59' 30" East, a distance of 247.00
feet to a drill hole; thence South 77 degrees 59' 30" East, a distance of
112.50 feet to a drill hole; thence South 32 degrees 30' 30" West, a distance
of 0.34 feet to a point on the center line of L.R. 483; thence continuing along
the center line of said route in an Easterly direction 127.87 feet to a point;
thence North 33 degrees 47' East, a distance of 17.58 feet to a point; thence
South 32 degrees 43' East, a distance of 26.08 feet to a point; thence along
the center line of the right-of-way of L.R. 483 in an Easterly direction 608.67
feet to a point; thence still continuing along the center line of said route in
an Easterly direction, a distance of 137.23 feet to a point; thence South 28
degrees 52' 30" West, a distance of 67.05 feet to a concrete monument; thence
along line of lands now or formerly of Wilmer C. Cain South 73 degrees 48'
East, a distance of 198.00 feet to a drill hole; thence South 38 degrees 49'
East, a distance of 302.42 feet to an iron stake in the center line of L.R.
483, the place of beginning.

    Excepting therefrom all that parcel of land of the former New
Cumberland & Pittsburgh Railroad (now Penndel Company) bounded
and described according to two plans of survey made by Ohnsman
Engineers. Beaver Falls, Pennsylvania, dated June 1969 and revised
June 1971. and dated December 1971 and revised January 1972, re-
spectively, as follows, to wit:

    Beginning at a point which is 50.00 feet North 12 degrees 30' West of the
center line of the former New Cumberland & Pittsburgh Railroad
(now Penndel Company) at railroad station 1663 + 12.42, which point
is common to the lands of the former New Cumberland & Pittsburgh
Railroad (now Penndel Company), lands of Lee E. Whitmire, Jr.,
Trustee, and lands now or formerly of J. B. Crain.

    Thence from said place of beginning South 77 degrees 22' West, a
distance of 52.12 feet to a point; thence along the West right-of-way
line of the former New Cumberland & Pittsburgh Railroad (now
Penndel Company) 813.77 feet along the arc of a curve to the left
having a radius of 6,661.12 feet. the chord being South 73 degrees 52' West
813.26 feet to a point; thence 948.34 feet along the arc of a curve to
the left having a radius of 4,347.28 feet, the chord being South 64 degrees 7'
West 946.49 feet to a point; thence North 17 degrees 0' West, a distance of





                                     A-243
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                                                                            (TE)


  2.23 feet to a concrete monument; thence South 60 degrees 45' West, a
  distance of 202.44 feet to a concrete monument; thence South 53 degrees 30'
  West, a distance of 714.45 feet to a concrete monument; thence South 39
  degrees 30' West, a distance of 20.96 feet to a concrete monument; thence
  1,268.61 feet along the arc of a curve to the left having a radius of
  11,509.19 feet, the chord being South 49 degrees 36' 30" West, a distance of
  1,268.12 feet to a point; thence North 59 degrees 10' East, a distance of
  488.91 feet to a point; thence along the East right-of-way line of the former
  New Cumberland & Pittsburgh Railroad (now Penndel Company) 411.96 feet
  along the arc of a curve to the right having a radius of 11,409.19 feet, the
  chord being North 48 degrees 40' East 411.84 feet to a concrete monument;
  thence 227.47 feet along the arc of a curve to the right having a radius of
  11,409.19 feet, the chord being North 51 degrees 14' East 227.46 feet to a
  point; thence 459.00 feet along the arc of a curve to the right having a
  radius of 11,409.19 feet, the chord being North 52 degrees 57' 30" East
  458.97 feet to a point; thence 99.79 feet along the arc of a curve to the
  right having a radius of 11,409.19 feet, the chord being North 54 degrees 21'
  30" East 99.79 feet to a concrete monument; thence South 22 degrees 59' East,
  a distance of 51.19 feet to a concrete monument; thence still continuing
  along the East right-of-way line 437.76 feet along the arc of a curve to the
  right having a radius of 11,359.19 feet, the chord being North 55 degrees 39'
  30" East 437.74 feet to a concrete monument; thence 55.17 feet along the arc
  of a curve to the right having a radius of 4,197.28 feet, the chord being
  North 57 degrees 8' 30" East 55.17 feet to a concrete monument; thence South
  43 degrees 35' East, a distance of 101.95 feet to a concrete monument; thence
  899.00 feet along the arc of a curve to the right having a radius of 4,097.28
  feet, the chord being North 64 degrees 5' East 897.22 feet to a point; thence
  783.23 feet along the arc of a curve to the right having a radius of 6,411.
  12 feet, the chord being North 73 degrees 52' East 782.74 feet to a point;
  thence North 77 degrees 22' East, a distance of 51.54 feet to a point common
  to lands of the former New Cumberland & Pittsburgh Railroad (now Penndel
  Company), lands of Lee E. Whitmire, Jr., Trustee, and lands now or formerly
  of J. B. Crain; thence crossing said right-of-way North 12 degrees 30' West,
  a distance of 250.00 feet to a point, the place of beginning.

      Excepting therefrom also the parcels described as Bruce
  Mansfield Unit No. 1 Site, Bruce Mansfield Unit No. 2 Site and Bruce
  Mansfield Unit No. 3 Site, and recorded in Volume 1029 page 407,




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                                                                            (TE)




    Volume 1029 page 416 and Volume 1029 page 426, respectively, of the
    Beaver County, Pennsylvania Recorder of Deeds Office.

        Excepting also land conveyed to the Beaver County Industrial
    Development Authority as said land is described in a deed dated
    June 18, 1973, and recorded in the Recorder of Deeds Office of
    Beaver County, Pennsylvania, in Deed Book Volume 1011. page 283.

        Subject to the right-of-way of the Penndel Company as said right-
    of-way is described in an instrument dated April 24. 1973, and
    recorded in the Recorder of Deeds Office of Beaver County, Pennsyl-
    vania, in Deed Book Volume 1009, page 758, and subject to the
    Agreement of Lease among Penndel Company. Penn Central Trans-
    portation Company and Duquesne Light Company dated December 1,
    1969, with the same force and effect as if said Agreement of Lease
    included the land subject to the said right-of-way of the Penndel
    Company.

    Parcel 2:

        Beginning at a point in the center line of L.R. 483 at a point common
    to the parcel herein conveyed and land now or formerly of Martha C.
    Montgomery (described in Deed Book Volume 965, page 720); thence South 46
    degrees 51' West, a distance of 250.00 feet to a R.R.  spike; thence North
    43 degrees 9' West, a distance of 150.00 feet to an iron pipe; thence along
    lands now or formerly of New Bridge Development Company North 46 degrees
    51' East, a distance of 250.00 feet to a point; thence South 43 degrees 9'
    East, a distance of 150.00 feet to a point, the place of beginning,
    containing an area of 0.861 acre.

        Together with all of the Company's interest in the structures
    located and being or to be constructed on said premises and all of the
    Company's rights of way, easements, rights, franchises and privileges
    used in connection therewith.

    7.  Parcels comprising a common easement for construction, opera-
tion, maintenance, repair, reconstruction and removal over premises
known as Bruce Mansfield Units Nos. 1, 2 and 3, situated in the Borough
of Shippingport, Beaver County, Commonwealth of Pennsylvania, in re-





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spect to the undivided interest of The Toledo Edison Company, and
described as:

    Parcel 1:

        Beginning at an iron stake in the center of L.R. 483 at a point common
    to lands of the Grantor herein and lands now or formerly of Wilbur L.
    Ambrose; thence North 76 degrees 19' East, a distance of 519.75 feet to a
    point; thence North 24 degrees 55' 30" East, a distance of 745.33 feet to a
    point; thence North 22 degrees 1' East, a distance of 239.25 feet to a
    point; thence North 56 degrees 51' 30" West, a distance of 258.83 feet to a
    point; thence North 45 degrees 57' 30" East, a distance of 345.92 feet to a
    point; thence North 40 degrees 38' West, a distance of 512.60 feet to a
    point; thence North 61 degrees 15' East, a distance of 1,005.72 feet to a
    point; thence along lands now or formerly of Ralph L. Weaton North 12
    degrees 21' East, a distance of 735.45 feet to a point; thence continuing
    along lands of Ralph L. Weaton North 11 degrees 10' 30" East, a distance of
    2,205.49 feet to a point; thence along line of lands now or formerly of J.
    B. Crain South 77 degrees 30' West, a distance of 536.25 feet to a point;
    thence North 12 degrees 30' West. a distance of 660.65 feet to a point
    which is the low water mark on the river bank of the Ohio River; thence by
    the low water mark of the Ohio River, being approximately South 72 degrees
    27' West, a distance of 1,825.00 feet, more or less, to a point; thence
    continuing along the edge of the Ohio River Southwesterly. a distance of
    945.00 feet, more or less, to a point; thence North 42 degrees 15' West, a
    distance of 27.00 feet to a point in the Ohio River; thence South 57
    degrees 16' 30" West, a distance of 1.197.26 feet to a point in the Ohio
    River; thence South 41 degrees 33' East, a distance of 43.84 feet to a
    point at the edge of the river bank of the Ohio River; thence continuing
    along the edge of the Ohio River the following courses and distances: South
    53 degrees 25' 30" West, a distance of 1,194.60 feet to a point; thence
    South 38 degrees 45' 30" West, a distance of 2.512.06 feet to a point;
    thence South 34 degrees 32' West, a distance of 143.92 feet to a point;
    thence South 21 degrees 18' West, a distance of 190.19 feet to a point;
    thence South 59 degrees 13' West, a distance of 343.67 feet to a point;
    thence South 32 degrees 48' West, a distance of 439.17 feet to a point on
    the edge of the left bank of the Ohio River; thence South 73 degrees 54'
    East, a distance of 312.00 feet to an iron bar; thence North 71 degrees 21'
    East, a distance of 108.50 feet to an iron bar; thence South 69 degrees 8'
    30" East. a distance of 40.22 feet to an iron bar on the Northerly edge of
    the right-of-way of the New Cumberland & Pittsburgh Railroad; thence along
    the Northerly edge of said right-



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of-way North 37 degrees 56' East, a distance of 183.66 feet to an iron bar;
thence North 55 degrees 24' West, a distance of 40.07 feet to an iron bar;
thence North 37 degrees 56' East, a distance of 193.70 feet to an iron bar;
thence South 83 degrees 9' East, a distance of 46.71 feet to an iron bar;
thence still continuing along line of said right-of-way North 37 degrees 56'
East, a distance of 285.33 feet to an iron bar; thence North 62 degrees 10'
East, a distance of 109.66 feet to an iron bar; thence North 37 degrees 56'
East, a distance of 43.09 feet to an iron bar; thence South 85 degrees 11'
east, a distance of 29.85 feet to a concrete monument; thence North 37 degrees
56' East, a distance of 339.14 feet to a point; thence South 9 degrees 23' 3"
West, a distance of 209.24 feet to a concrete monument; thence South 37 degrees
56' West, a distance of 154.74 feet to an iron bar; thence South 52 degrees 4'
East, a distance of 25.00 feet to an iron bar; thence South 37 degrees 56'
West, a distance of 60.00 feet to an iron bar; thence South 13 degrees 42'
West, a distance of 109.66 feet to an iron bar; thence South 37 degrees 56'
West, a distance of 140.65 feet to an iron bar; thence South 83 degrees 9'
East, a distance of 229.50 feet to an iron bar; thence North 75 degrees 53'
East, a distance of 575.85 feet to a point, common to the lands of the Grantor
herein, the New Bridge Development Company, and Martha C. Montgomery; thence
continuing along line of lands now or formerly of Martha C. Montgomery North
65 degrees 38' East, a distance of 508.25 feet to a point; thence still along
lands now or formerly of Martha C. Montgomery South 39 degrees 52' East, a
distance of 288.75 feet to a point; thence along lands now or formerly of P. J.
Morrow South 49 degrees 19' West, a distance of 603.90 feet to a point, in the
right-of-way of L.R. 483; thence South 52 degrees 54' East. a distance of 0.64
feet to a point on the center line of L.R. 483; thence continuing along the
center line of said L.R. 483, a distance of 89.86 feet to a point; thence still
continuing along the center line of said route North 55 degrees 33' 30" East, a
distance of 586.75 feet to a point; thence continuing along the center line of
said route in a Northeasterly direction the following distances: 15.48 feet to
a point, 100.18 feet to a point, 212.73 feet to a point; thence still along
said center line in an Easterly direction 386.69 feet to a point; thence North
64 degrees 27' East, a distance of 105.00 feet to an iron pipe; thence South 22
degrees 3' East, a distance of 9.15 feet to a R.R.  spike; thence South 80
degrees 59' 30" East, a distance of 356.29 feet to a point; thence South 81
degrees 26' East, a distance of 133.75 feet to a point; thence South 48 degrees
29' 30" East, a distance of 17.00 feet to a spike on the center line; thence
South 79 degrees 59' 30" East, a distance of 247.00 feet to a drill hole;
thence South 77 degrees 59' 30" East, a distance of 112.50 feet to




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a drill hole; thence South 32 degrees 30' 30" West, a distance of 0.34 feet to
a point on the center line of L.R. 483; thence continuing along the center line
of said route in an Easterly direction 127.87 feet to a point; thence North 33 
degrees 47' East, a distance of 17.58 feet to a point; thence South 32 degrees 
43' East, a distance of 26.08 feet to a point; thence along the center line of 
the right-of-way of L.R. 483 in an Easterly direction 608.67 feet to a point; 
thence still continuing along the center line of said route in an Easterly 
direction, a distance of 137.23 feet to a point; thence South 28 degrees 52' 
30" West, a distance of 67.05 feet to a concrete monument; thence along line of 
lands now or formerly of Wilmer C. Cain South 73 degrees 48' East, a distance 
of 198.00 feet to a drill hole; thence South 38 degrees 49' East, a distance of
302.42 feet to an iron stake in the center line of L.R. 483, the place of 
beginning.

    Excepting therefrom all that parcel of land of the former New
Cumberland & Pittsburgh Railroad (now Penndel Company) bounded and described
according to two plans of survey made by Ohnsman Engineers, Beaver Falls,
Pennsylvania, dated June 1969 and revised June 1971, and dated December 1971
and revised January 1972, respectively, as follows, to wit:

    Beginning at a point which is 50.00 feet North 12 degrees 30' West of the
center line of the former New Cumberland & Pittsburgh Railroad (now Penndel
Company) at railroad station 1663 + 12.42, which point is common to the lands
of the former New Cumberland & Pittsburgh Railroad (now Penndel Company), lands
of Lee E. Whitmire, Jr., Trustee, and lands now or formerly of J. B. Crain.

    Thence from said place of beginning South 77 degrees 22' West, a
distance of 52.12 feet to a point; thence along the West right-of-way
line of the former New Cumberland & Pittsburgh Railroad (now
Penndel Company) 813.77 feet along the arc of a curve to the left
having a radius of 6,661.12 feet, the chord being South 73 degrees 52' West
813.26 feet to a point; thence 948.34 feet along the arc of a curve to
the left having a radius of 4,347.28 feet, the chord being South 64 degrees 7'
West 946.49 feet to a point; thence North 17 degrees 0' West, a distance of
2.23 feet to a concrete monument; thence South 60 degrees 45' West, a
distance of 202.44 feet to a concrete monument; thence South 53 degrees 30'
West, a distance of 714.45 feet to a concrete monument; thence South
39 degrees 30' West, a distance of 20.96 feet to a concrete monument; thence
1,268.61 feet along the arc of a curve to the left having a radius of
11,509.19 feet, the chord being South 49 degrees 36' 30" West, a distance of





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1,268.12 feet to a point; thence North 59 degrees 10' East, a distance of
488.91 feet to a point; thence along the East right-of-way line of the
former New Cumberland & Pittsburgh Railroad (now Penndel Com-
pany) 411.96 feet along the arc of a curve to the right having a radius
of 11,409.19 feet, the chord being North 48 degrees 40' East 411.84 feet to a
concrete monument; thence 227.47 feet along the arc of a curve to the
right having a radius of 11,409.19 feet, the chord being North 51 degrees 14'
East 227.46 feet to a point; thence 459.00 feet along the arc of a curve
to the right having a radius of 11,409.19 feet, the chord being North
52 degrees 57' 30" East 458.97 feet to a point; thence 99.79 feet along the arc
of a curve to the right having a radius of 11,409.19 feet, the chord
being North 54 degrees 21' 30" East 99.79 feet to a concrete monument;
thence South 22 degrees 59' East, a distance of 51.19 feet to a concrete
monument; thence still continuing along the East right-of-way line
437.76 feet along the arc of a curve to the right having a radius of
11,359.19 feet, the chord being North 55 degrees 39' 30" East 437.74 feet to a
concrete monument; thence 55.17 feet along the arc of a curve to the
right having a radius of 4,197.28 feet, the chord being North 57 degrees 8' 30"
East 55.17 feet to a concrete monument; thence South 43 degrees 35' East, a
distance of 101.95 feet to a concrete monument; thence 899.00 feet
along the arc of a curve to the right having a radius of 4,097.28 feet,
the chord being North 64 degrees 5' East 897.22 feet to a point; thence 783.23
feet along the arc of a curve to the right having a radius of 6,411.12
feet. the chord being North 73 degrees 52' East 782.74 feet to a point; thence
North 77 degrees 22' East, a distance of 51.54 feet to a point common to lands
of the former New Cumberland & Pittsburgh Railroad (now Penndel
Company), lands of Lee E. Whitmire, Jr., Trustee, and lands now or
formerly of J. B. Crain; thence crossing said right-of-way North 12 degrees
30' West, a distance of 250.00 feet to a point. the place of beginning.

    Excepting also land conveyed to the Beaver County Industrial
Development Authority as said land is described in a deed dated
June 18, 1973, and recorded in the Recorder of Deeds Office of
Beaver County, Pennsylvania, in Deed Book Volume 1011, page 283.

    Subject to the right-of-way of the Penndel Company as said right-
of-way is described in an instrument dated April 24. 1973, and
recorded in the Recorder of Deeds Office of Beaver County. Pennsyl-
vania, in Deed Book Volume 1009. page 758. and subject to the
Agreement of Lease among Penndel Company. Penn Central Trans-
portation Company and Duquesne Light Company dated December 1,





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                                                                           (TE)





    1969, with the same force and effect as if said Agreement of Lease
    included the land subject to the said right-of-way of the Penndel
    Company.

    Parcel 2:

        Beginning at a point in the center line of L.R. 483 at a point common
    to the parcel herein conveyed and land now or formerly of Martha C.
    Montgomery (described in Deed Book Volume 965, page 720); thence South 46
    degrees 51' West, a distance of 250.00 feet to a R.R.  spike; thence North
    43 degrees 9' West, a distance of 150.00 feet to an iron pipe; thence along
    lands now or formerly of New Bridge Development Company North 46 degrees
    51' East. a distance of 250.00 feet to a point; thence South 43 degrees 9'
    East, a distance of 150.00 feet to a point, the place of beginning,
    containing an area of 0.861 acre.

        All of the Company's interest in the structures located and being
    or to be constructed on said premises and all of the Company's rights
    of way, easements, rights, franchises and privileges used in connec-
    tion therewith.

    8.  All the Company's right and interest in that certain Construction
Agreement Bruce Mansfield Units Nos. 1 and 2 dated as of May 26, 1971
among The Cleveland Electric Illuminating Company, an Ohio corpora-
tion, Duquesne Light Company, a Pennsylvania corporation, Ohio Edison
Company, an Ohio corporation, Pennsylvania Power Company, a Penn-
sylvania corporation, and The Toledo Edison Company.


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    1.  Switzer Substation, situated in Noble Township, Defiance County,
State of Ohio, and described as:

        A parcel of land in the West Half of the Northwest Quarter of
    Section 22, Town 4 North, Range 4 East, Noble Township, Defiance
    County, Ohio and being more particularly described as follows:

        Commencing at an iron pin at the Northwest corner of the Northwest
    Quarter of Section 22, Noble Township; thence South 2 degrees-01'-17" West
    along the West line of the Northwest Quarter of Section 22 a distance of
    1,930.45 (One thousand nine hundred thirty and forty-five hundredths) feet
    to the point where the West line of the Northwest Quarter of Section 22
    intersects the center line of the Switzer Road; thence South 38 degrees
    -11'-23" East a distance of 81.75 (Eighty-one and seventy-five hundredths)
    feet to a point on the Switzer Road; thence South 88 degrees -23'-00" East
    along the center line of the Switzer Road a distance of 804.61 (Eight
    hundred four and sixty-one hundredths) feet to a point; thence
    Northeasterly and continuing along the center line of the Switzer Road
    along a curve having a radius of 1,145.92 (One thousand one hundred
    forty-five and ninety-two hundredths) feet and a central angle of 7 degrees
    -43'-14" a distance of 154.41 (One hundred fifty-four and forty-one
    hundredths) feet to a point, said point being the true point of beginning
    on the parcel herein described; thence continuing Northeasterly along the
    center line of the Switzer Road along a curve having a radius of 1,145.92
    (one thousand one hundred forty-five and ninety-two hundredths) feet and a
    central angle of 8 degrees-20'-46" a distance of 166.92 (One hundred
    sixty-six and ninety-two hundredths) feet to a point; thence North 75
    degrees-33'-00" East and continuing along the "center line of Switzer Road
    a distance of 141.12 (One hundred forty-one and twelve hundredths) feet to
    the point of intersection of the center line of the Switzer Road and the
    center line of the Switzer- Brunersburg Road; thence North 0 degrees-
    40'-40" East along the center line of the Switzer-Brunersburg Road a
    distance of 46.77 (Forty-six and





                                     A-251
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                                                                           (TE)



    seventy-seven hundredths) feet to a point; thence continuing North 0
    degrees - 40'-40" East along the center line of the Switzer-Brunersburg
    Road a distance of 300.00 (Three Hundred and zero hundredths) feet to a
    point; thence North 89 degrees -19'-20" West a distance of 22.50
    (Twenty-two and fifty hundredths) feet to an iron pin; thence continuing
    North 89 degrees - 19'-20" West a distance of 277.50 (Two hundred
    seventy-seven and fifty hundredths) feet to an iron pin; thence South 0
    degrees-40'-40" West and parallel to the center line of the
    Switzer-Brunersburg Road a distance of 364.91 (Three hundred sixty-four and
    ninety-one hundredths) feet to an iron pin, said iron pin being on the
    Northerly right of way line of the Switzer Road access to U. S. Route 24;
    thence continuing South 0 degrees-40'-40" West and parallel to the center
    line of the Switzer-Brunersburg Road a distance of 50.19 (Fifty and
    nineteen hundredths) feet to the true point of beginning of the parcel
    herein described containing 2.651 acres of land, more or less, subject to
    roadway easements containing 0.517 acres of land, more or less, the net
    acreage of the parcel herein described containing 2.134 acres of land, more
    or less, subject to all easements and zoning restrictions of record.

    2.  Westwood Substation, situated in the City of Toledo, Lucas County,
State of Ohio, and described as:

        All that parcel of land being part of the Northwest 1/4 of Section 9,
    Town 3 of the United States Reserve of 12 miles square at the foot of
    the Rapids of the Miami of Lake Erie in the City of Toledo, Luck
    County, Ohio, said parcel of land being bounded and described
    according to a plan of survey made by J. C. Andrus Survey Co., dated
    April 12, 1972, and revised to November 17, 1972, as follows:

        Commencing at the Northwest corner of the said Northwest 1/4 of
    Section 9; thence in a Southerly direction along the West line of the said
    Northwest 1/4 of Section 9, having an assumed bearing of South 00
    degrees, 00 minutes, 00 seconds East, a distance of 906.60 feet to the
    intersection of the Southerly line of a parcel of land as described in
    Volume 1522, page 172, Lucas County Deed Records, said intersection
    being the true point of beginning; thence South 89 degrees, 39 minutes,
    10 seconds East, along said Southerly line of a parcel of land as
    described in Volume 1522, page 172, Lucas County Deed Records, a
    distance of 410.76 feet to a point; thence South 58 degrees, 17 minutes,





                                     A-252
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                                                                        (TE)
    13 seconds West, along a line by remaining land of Penn Central
    Transportation Company, a distance of 482.85 feet to the intersection of
    the said West line of the Northwest 1/4 of Section 9; thence North 00
    degrees, 00 minutes, 00 seconds West, along the said West line of the
    Northwest 1/4 of Section 9, a distance of 260.36 feet to the true point of
    beginning.

        Subject to legal highways.

    3.  All right, title and interest of the Company to the land situate in
Beaver County, Pennsylvania, and all easements, improvements and facil-
ities in connection therewith, as fully described in the Twelfth Supplemental
Indenture dated as of October 1, 1975 and recorded in the Office of the
Recorder of Deeds for Beaver County in Mortgage Book, Volume 865, page
503, which description is fully incorporated herein by reference thereto.



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                        A-253
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                                                                            (TE)





Original Indenture, as though specifically described in the granting clauses
of the Original indenture, the following described tracts or parcels of real
estate, to-wit:
    1.  An addition to the Acme Generating Station, situated in the City
of Toledo, Lucas County, State of Ohio, and described as:
        Being a part of Parcel No. 2 in the "Partition of Plat of Part of
    the Southeast Fraction of Section 31, Town 9 South, Range 8 East",
    bounded and described according to a plan of a survey made by J. C.
    Andrus & Associates, Inc. dated August 9, 1977, as follows:
            Commencing at the intersection of the southwesterly line of
        said Parcel No. 2 of the "Partition Plat" recorded in Volume 203,
        Page 533, Lucas County Deed Records, with the northwesterly
        right-of-way line of Front Street (as it now exists); thence in a
        northwesterly direction along the said southwesterly line of
        Parcel No. 2 of the "Partition Plat" recorded in Volume 203,
        Page 533, Lucas County Deed Records, having an assumed
        bearing of North thirty-nine (39) degrees, seven (07) minutes,
        eighteen (18) seconds West, a distance of six hundred fifty and
        zero hundredths (650.00) feet to the intersection of a line drawn
        parallel to the said northwesterly right-of-way line of Front
        Street, said intersection being the true point of beginning; thence
        continuing North thirty-nine (39) degrees, seven (07) minutes,
        eighteen (18) seconds West along the said southwesterly line of
        Parcel No. 2 of the "Partition Plat" recorded in Volume 203,
        Page 533, Lucas County Deed Records, a distance of two
        hundred eighty-nine and seventy-six hundredths (289.76) feet to
        the intersection of a line drawn two hundred forty-five and zero
        hundredths (245.00) feet easterly of and parallel to the original
        centerline of the (Toledo Walhonding Valley and Ohio Railroad
        Company), said line drawn two hundred forty-five and zero
        hundredths (245.00) feet easterly of and parallel to the original
        centerline of the (Toledo Walhonding Valley and Ohio Railroad
        Company) also being the easterly line of a parcel of land as
        recorded in Volume 2076, Page 135, Lucas County Deed
        Records; thence North seven (07) degrees, twenty-three (23)
        minutes, twenty-two (22) seconds West along said line drawn two
        hundred forty-five and zero hundredths (245.00) feet easterly of
        and parallel to the original centerline of the Toledo Walhonding
        Valley and Ohio Railroad Company, a distance of four hundred
        eleven and fifty-six hundredths (411.56) feet to the intersection
        of the Maumee River "Harbor Line" as established by the U.S.



                                     A-254
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                                                                        (TE)
Army Corps of Engineers and shown on drawing denoted
"Toledo Harbor Ohio" dated November 29, 1916, bearing File
No. 1-1-39; thence South fifty-six (56) degrees, twenty-nine (29)
minutes, forty-two (42) seconds West along the said Maumee
River "Harbor Line" as established by the U.S. Army Corps of
Engineers and shown on drawing denoted "Toledo Harbor
Ohio" dated November 29, 1916, bearing File No. 1-1-39, a
distance of one hundred thirty-nine and twenty-one hundredths
(139.21) feet to the intersection of a line drawn one hundred
twenty and zero hundredths (120.00) feet easterly of and parallel
to the said original centerline of the (Toledo Walhonding Valley
and Ohio Railroad Company), said line drawn one hundred
twenty and zero hundredths (120.00) feet easterly of and parallel
to the original centerline of the (Toledo Walhonding and Ohio
Railroad Company) also being a line drawn sixty and zero
hundredths (60.00) feet easterly of and parallel to the centerline
of the Mainline Track formerly of the Penn Central Transporta-
tion Company; thence North seven (07) degrees, twenty-three
(23) minutes, twenty-two (22) seconds West along said line
drawn sixty and zero hundredths (60.00) feet easterly of and
parallel to the centerline of the Mainline Track formerly of the
Penn Central Transportation Company, a distance of five
hundred sixty (560) feet more or less to the central thread of the
stream of the Maumee River (as it now exists); thence in a
northeasterly direction along the said central thread of the stream
of the Maumee River (as it now exists), a distance of one
hundred thirty-eight (138) feet more or less to the intersection of
the northeasterly line of said Parcel No. 2 of the "Partition Plat"
recorded in Volume 203, Page 533, Lucas County Deed
Records; thence South twenty-eight (28) degrees, eight (08)
minutes, sixteen (16) seconds East along the said northeasterly
line of Parcel No. 2 of the "Partition Plat" recorded in Volume
203, Page 533, Lucas County Deed Records, a distance of five
hundred eighteen (518) feet more or less to the intersection of
the Maumee River "Harbor Line" as established by the U.S.
Army Corps of Engineers and shown on drawing denoted
"Toledo Harbor Ohio" dated November 29, 1916, bearing File
No. 1-1-39;thence continuing South twenty-eight (28) degrees,
eight (08) minutes, sixteen (16) seconds East along the said
northeasterly line of Parcel #2 of the "Partition Plat" recorded
in Volume 203, Page 533, Lucas County Deed Records, a



                       A-255
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                                                                            (TE)


        distance of two hundred seventy-five and sixty-six hundredths
        (275.66) feet to an angle point in said northeasterly line of Parcel
        No. 2 of the "Partition Plat" recorded in Volume 203, Page 533,
        Lucas County Deed Records; thence South thirty-nine (39)
        degrees, seven (07) minutes, eighteen (18) seconds East along
        the said northeasterly line of Parcel No. 2 of the "Partition Plat"
        recorded in Volume 203, Page 533, Lucas County Deed Records,
        a distance of three hundred fifty and zero hundredths (350.00)
        feet to the intersection of said line drawn parallel to the
        northwesterly right-of-way line of Front Street; thence South fifty
        (50) degrees, fifty-two (52) minutes, forty-two (42) seconds West
        along said line drawn parallel to the northwesterly right-of-way
        line of Front Street, a distance of three hundred fifty-nine and
        zero hundredths (359.00) feet to the true point of beginning,
        containing 317,420 square feet, more or less, or 7.287 acres,
        more or less, subject, however, (1) to any easement, encum-
        brance, right or benefit that may have been created or recognized
        in or by that certain deed from the Penn Central Transportation
        Company to Consolidated Rail Corporation designated as
        Document No. CONN-CRC-RP-10 in the certification, as
        amended, of United States Railway Association to the Special
        Court pursuant to Section 209(d) of the Regional Rail Reorgani-
        ution Act of 1973, as amended, and (2) to any and all rights of
        the public in that portion of the parcel lying northwesterly of the
        Maumee River "Harbor Line" aa shown on the aforementioned
        survey.

    2.  An addition to the South Defiance Substation, situated in the City
of Defiance, Defiance County, State of Ohio, and described as:

        Lot Number 9 of the Subdivision of Lots 20 to 29 inclusive, in
    Colby, Lindenberger and Deatrick's Addition in the City of
    Defiance, Defiance County, Ohio.

    3.  All right, title and interest of the Company to the land situate in
Beaver County, Pennsylvania, and all easements, improvements and
facilities in connection therewith, as fully described in the Twelfth
Supplemental indenture dated as of October 1, 1975 and recorded in the
Office of the Recorder of Deeds for Beaver County in Mortgage Book,
Volume 865, page 503, which description is fully incorporated herein by
reference thereto.





                         A-256
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specifically described in the granting clauses of the Original Indenture, the
following described tracts or parcels of real estate, to-wit:

    1. A parcel of land located along the West Fremont to Ballville Tap 69
KV line, situated in the Township of Sandusky, Sandusky County, State of
Ohio, and described as:

        Township of Sandusky. That part of Lots 129, 130 and 131 in the
    Irvington Subdivision, as recorded in Plat Book 7, Page 30 of Sandusky
    County Records, as lies Northerly of the Northerly right of way line of
    the U.S. Route 20 By-Pass, be the same more or less, but subject to all
    legal highways.

    2.  Albon Substation, situated in the Township of Springfield, Lucas
County, State of Ohio, and described as:

        That part of lot number four (4) in Holland Farms, a subdivision
    in Springfield Township, Lucas County, Ohio, being bounded and
    described as follows: Commencing at the intersection of the centerline
    of Second Street with the centerline of Wentworth Avenue; thence in a
    Southerly direction along said centerline of Wentworth Avenue having
    an assumed bearing of South zero (00) degrees zero (00) minutes zero
    (00) seconds West, a distance of two hundred eighty and seven
    hundredths (280.07) feet to the intersection of a line drawn parallel to
    the centerline of Second Street; thence North eighty-nine (89) degrees
    zero (00) minutes thirty (30) seconds West along said line drawn
    parallel to the centerline of Second Street, a distance of twenty (20)
    feet to the intersection of the Westerly right of way of said Wentworth
    Avenue, said intersection also being the true point of beginning; thence
    South zero (00) degrees zero (00) minutes zero (00) seconds West
    along the said Westerly right of way line of Wentworth Avenue, a
    distance of two hundred twenty-five and ninety-three hundredths
    (225.93) feet to the intersection of the Northerly right of way of Porter
    Avenue; thence South seventy-nine (79) degree one (01) minute
    forty-nine (49) seconds West along said Northerly right of way line of
    Porter Avenue, a distance of one hundred seventy-one and forty
    hundredths (171.40) feet to the intersection of the West line of said Lot
    number four (4) in Holland Farms; thence North zero (00) degrees
    four (4) minutes thirty-four (34) seconds East, along said West line of





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    Lot number four (4) in Holland Farms, a distance of two hundred
    sixty-one and forty-three hundredths (261.43) feet to the intersection of
    said line drawn parallel to the centerline of Second Street; thence South
    eighty-nine (89) degrees zero (00) minutes thirty (30) seconds East
    along said line drawn parallel to the centerline of Second Street, a
    distance of one hundred sixty-seven and ninety-five hundredths
    (167.95) feet to the true point of beginning.

        Subject to zoning, easements and restrictions of record.

    3.  An addition to the Bryan Substation, situated in the Township of
Pulaski, Williams County, State of Ohio, and described as:

        A parcel of land being part of the Northeast quarter (1/4) of the
    Northeast quarter (1/4) of Section 16, Town six (6) North, Range three
    (3) East, Pulaski Township, Williams County, Ohio, said parcel of land
    being bounded and described as follows:

            Commencing at the southwest corner of the said Northeast
        quarter (1/4) of the Northeast quarter (1/4) of Section 16; thence in
        a northerly direction along the West line of the said Northeast
        quarter (1/4) of the Northeast quarter (1/4) of Section 16, having an
        assumed bearing of North zero (00) degrees, zero (00) minutes,
        zero (00) seconds East, a distance of seven hundred eighty-nine
        and seventy-six hundredths (789.76) feet to the southwest corner
        of the excepted parcel of land as described in Volume 242, Page
        427, Williams County Deed Records; thence continuing North zero
        (00) degrees, zero (00) minutes, zero (00) seconds East along the
        said West line of the Northeast quarter (1/4) of the Northeast
        quarter (1/4) of Section 16, a distance of three hundred sixty-nine
        and fifty-two hundredths (369.52) feet to the intersection of a line
        drawn sixty and zero hundredths (60.00) feet southeasterly of and
        parallel to the southeasterly right-of-way line of the Penn Central
        Railroad (as it now exists), said intersection being the TRUE
        POINT OF BEGINNING; thence continuing North zero (00)
        degrees, zero (00) minutes, zero (00) seconds East along the said
        West line of the Northeast quarter (1/4) of the Northeast quarter
        (1/4) of Section 16, a distance of sixty-one and fifty-seven hun-
        dredths (61.57) feet to the intersection of the said southeasterly
        right-of-way line of the Penn Central Railroad (as it now exists),





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said southeasterly right-of-way line of the Penn Central Railroad
(as it now exists) being further located a distance of fifty-six and
zero hundredths (56.00) feet southeasterly of and parallel to the
centerline of the most northwesterly track of the Penn Central
Railroad; thence North seventy-seven (77) degrees, two (02)
minutes, nine (09) seconds East along the said southeasterly right-
of-way line of the Penn Central Railroad (as it now exists) a
distance of four hundred sixty-four and fifty-five hundredths
(464.55) feet to the intersection of the easterly line of said
excepted parcel of land as described in Volume 242, Page 427,
Williams County Deed Records; thence South zero (00) degrees,
thirty (30) minutes, zero (00) seconds East along the said easterly
line of the excepted parcel of land as described in Volume 242,
Page 427, Williams County Deed Records, a distance of two
hundred fifty-eight and forty-nine hundredths (258.49) feet to the
intersection of a line drawn parallel to the southerly line of said
excepted parcel of land as described in Volume 242, Page 427,
Williams County Deed Records; thence North eighty-nine (89)
degrees, forty-eight (48) minutes, zero (00) seconds West along
said line drawn parallel to the southerly line of the excepted parcel
of land as described in Volume 242, Page 427, Williams County
Deed Records, a distance of one hundred sixty-five and one
hundredths (165.01) feet to the intersection of a line drawn one
hundred sixty-five and zero hundredths (165.00) feet westerly of
and parallel to the said easterly line of the excepted parcel of land
as described in Volume 242, Page 427, Williams County Deed
Records; thence North zero (00) degrees, thirty (30) minutes, zero
(00) seconds West along said line drawn one hundred sixty-five
and zero hundredths (165.00) feet westerly of and parallel to the
easterly line of the excepted parcel of land as described in Volume
242, Page 427, Williams County Deed Records, a distance of one
hundred fifty-eight and fifty-five hundredths (158.55) feet to the
intersection of said line drawn sixty and zero hundredths (60.00)
feet southeasterly of and parallel to the southeasterly right-of-way
line of the Penn Central Railroad (as it now exists); thence South
seventy-seven (77) degrees, two (02) minutes, nine (09) seconds
West along said line drawn sixty and zero hundredths (60.00) feet
southeasterly of and parallel to the southeasterly right-of-way line





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        of the Penn Central Railroad (as it now exists), a distance of two
        hundred ninety-six and thirteen hundredths (296.13) feet to the
        TRUE POINT OF BEGINNING.

            Containing 57,226 square feet or 1.314 acres of land, more or
        less.

            Subject to legal highways.

    4.  An addition to the Bryan Substation, situated in the Township of
Pulaski, Williams County, State of Ohio, and described as:

        A parcel of land being part of the Northeast quarter (1/4) of the
    Northeast quarter (1/4) of Section sixteen (16), and part of the
    Southeast quarter (1/4) of the Southeast quarter (1/4) of Section nine
    (9), all in Town six (6) North, Range three (3) East, Pulaski
    Township, Williams County, Ohio, said parcel of land being bounded
    and described as follows:

            Commencing at the southwest corner of the said Northeast
        quarter (1/4) of the Northeast quarter (1/4) of Section sixteen (16);
        thence in a northerly direction along the West line of the said
        Northeast quarter (1/4) of the Northeast quarter (1/4) of Section
        sixteen (16) having an assumed bearing of North zero (00)
        degrees, zero (00) minutes, zero (00) seconds East, a distance of
        seven hundred eighty-nine and seventy-six hundredths (789.76)
        feet to the southwest corner of an excepted parcel of land as
        described in Volume 242, Page 427, Williams County Deed
        Records; thence south eighty-nine (89) degrees, forty-eight (48)
        minutes, zero (00) seconds East along the southerly line of said
        excepted parcel of land as described in Volume 242, Page 427,
        Williams County Deed Records, a distance of four hundred fifty-
        seven and forty hundredths (457.40) feet to the intersection of the
        easterly line of said excepted parcel of land as described in Volume
        242, Page 427, Williams County Deed Records, said intersection
        being the TRUE POINT OF BEGINNING; thence North zero
        (00) degrees, thirty (30) minutes Zero (00) seconds West along
        the said easterly line of an excepted parcel of land as described in
        Volume 242, Page 427, Williams County Deed Records, a distance
        of five hundred thirty-six and ninety-three hundredths (536.93)





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        feet to the intersection of the southeasterly right-of-way line of the
        Penn Central Railroad (as it now exists), said southeasterly right-
        of-way line of the Penn Central Railroad (as it now exists) being
        further located a distance of fifty-six and no hundredths (56.00)
        feet southeasterly of and parallel to the centerline of the most
        northwesterly track of the Penn Central Railroad; thence North
        seventy-seven (77) degrees, two (02) minutes, nine (09) seconds
        East along the said southeasterly right-of-way line of the Penn
        Central Railroad (as it now exists), a distance of one hundred
        fifty-three and sixty-two hundredths (153.62) feet to the inter-
        section of a line drawn one hundred fifty and no hundredths
        (150.00) feet easterly of and parallel to the said easterly line of an
        excepted parcel of land as described in Volume 242, Page 427,
        Williams County Deed Records; thence South zero (00) degrees,
        thirty (30) minutes, zero (00) seconds East along said line drawn
        one hundred fifty and no hundredths (150.00) feet easterly of and
        parallel to the easterly line of an excepted parcel of land as
        described in Volume 242, Page 427, Williams County Deed
        Records, a distance of five hundred seventy-one and ninety-two
        hundredths (571.92) feet to the intersection of the extension (in an
        easterly direction) of the said southerly line of an excepted parcel
        of land as described in Volume 242, Page 427, Williams County
        Deed Records; thence North eighty-nine (89) degrees, forty-eight
        (48) minutes, zero (00) seconds West along said extension of the
        southerly line of an excepted parcel of land as described in Volume
        242, Page 427, Williams County Deed Records, a distance of one
        hundred fifty and one hundredths (150.01) feet to the TRUE
        POINT OF BEGINNING, excepting therefrom the South two
        hundred seventy-eight and forty-four hundredths (278.44) feet
        thereof.

   Subject to zoning ordinances, restrictions of record and public utility or
other easements now in use or of record.

    5. Beaver Valley Power Station Unit No. 2 site, situated in the Borough
of Shippingport, Beaver County, Commonwealth of Pennsylvania, and
described as:

        An undivided 19.91% interest in the following described real





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    property, situated in the Borough of Shippingport, County of Beaver
    and Commonwealth of Pennsylvania:

            Beginning at a point which is distant the two following
        courses and distances from the southeast corner of that certain tract
        of land owned by the Duquesne Light Company, the Ohio Edison
        Company and the Pennsylvania Power Company as tenants in
        common, said tract being described in that certain deed dated
        April 7, 1970, and of record in the Recorder's Office of Beaver
        County in Deed Book Volume 961, page 958: North 52 degrees 00
        minutes East 35.96 feet, and North 38 degrees 00 minutes West
        51.00 feet; thence from said point of beginning North 38 degrees
        00 minutes West 414.00 feet; thence North 52 degrees 00 minutes
        East 170.00 feet; thence by an arc curving to the right having a
        radius of 443.276 feet an arc distance of 303.05 feet; thence South
        38 degrees 00 minutes East 352.14 feet; thence South 43 degrees 44
        minutes 56 seconds West 358.71 feet; thence North 84 degrees 47
        minutes 27 seconds West 130.34 feet to the place of beginning.
        Containing 4.69 acres.

        Together with all of the Company's interest in the structures
    located and being constructed on said premises and all of the Com-
    pany's rights of way, easements, rights, franchises and privileges used in
    connection therewith and all of the Company's right and interest in that
    certain Construction Agreement Beaver Valley Power Station Unit No.
    2, dated December 5, 1975 by and between the Company, The
    Cleveland Illuminating Company, Duquesne Light Company, Ohio
    Edison Company and Pennsylvania Power Company.

    All right, title and interest of the Company to the land situate in Beaver
County, Pennsylvania, and all easements, improvements and facilities in
connection therewith, as fully described in the Twelfth Supplemental
Indenture dated as of October 1, 1975 and recorded in the Office of the
Recorder of Deeds for Beaver County in Mortgage Book, Volume 865, page
503, which description is fully incorporated herein by reference thereto.



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    1. Vulcan Substation Addition, situated in the City of Toledo, County
of Lucas, State of Ohio, and described as:

       A parcel or land being part of lot number two hundred thirty-two
    (232) in W. A. HODGE ADDITION, together with part of the West
    one-half (1/2) of the Fractional Southeast quarter (1/4) or Section thirty-
    two (32), Town nine (9) South, Range seven (7) East, in the City of
    Toledo, Lucas County, Ohio, said parcel of land being bounded and
    described as follows:

       Commencing at the Southeast corner of said lot number two
    hundred thirty-two (232); thence in a Westerly direction along the
    South line or said lot number two hundred thirty-two (232), having an
    assumed bearing or South eighty-nine (89) degrees, two (02) minutes,
    twenty-four (24) seconds West, a distance or four hundred and zero




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                                                                            (TE)





    hundredths (400.00) feet to the intersection or a line drawn per-
    pendicular to the Northerly right-of-way line of Dorr Street, said
    intersection being the true point of beginning; thence South zero (00)
    degrees, fifty-seven (57) minutes, thirty-six (36) seconds East along
    said line drawn perpendicular to the Northerly right-of-way line of
    Dorr Street, a distance of thirty-three and zero hundredths (33.00) feet
    to the intersection of the said Northerly right-of-way line of Dorr Street;
    thence South eighty-nine (89) degrees, two (02) minutes, twenty-four
    (24) seconds West along the said Northerly right-of-way line of Dorr
    Street, a distance of forty and zero hundredths (40.00) feet to the
    intersection of a line drawn perpendicular to the said Northerly right-
    of-way line of Dorr Street; thence North zero (00) degrees, fifty-seven
    (57) minutes. thirty-six (36) seconds West along said line drawn
    perpendicular to the Northerly right-of-way line of Dorr Street, a
    distance of three hundred fifty-six and twenty-one hundredths (356.21)
    feet to the intersection of the Northeasterly line of said lot number two
    hundred thirty-two (232); thence South seventy-one (71) degrees,
    fifty-two (52) minutes, thirty-six (36) seconds East along the said
    Northeasterly line of lot number two hundred thirty-two (232), a
    distance of forty-two and thirty-three hundredths (42.33) feet to the
    intersection of said line drawn perpendicular to the Northerly right-of-
    way line of Dorr Street; thence South zero (00) degrees, fifty-seven
    (57) minutes, thirty-six (36) seconds East along said line drawn
    perpendicular to the Northerly right-of-way line of Dorr Street, a
    distance of three hundred nine and thirty-seven hundredths (309.37)
    feet to the true point of beginning.

    2. Edon Substation Addition, situated in the Township of Florence,
County of Williams, State of Ohio, and described as:

       Situated in the southwest quarter (1/4) Section fifteen (15), Town
    seven (7) North, Range one (1) East, Florence Township, Williams
    County, Ohio. More specifically described as follows:

       Beginning at a three-quarter (3/4) inch iron pipe at the southwest
    corner of said Section fifteen (15); thence north zero (00) degrees zero
    (00) minutes east (assumed bearing) along the west section line fifty
    (50) feet: thence north eighty-nine (89) degrees twenty-eight (28)
    minutes forty (40) seconds east one hundred (100) feet; thence north
    zero (00) degrees zero (00) minutes east two hundred five and sixty-





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    four hundredths (205.64) feet to the south right-of-way line of the
    N & W Railroad; thence north seventy-eight (78) degrees four (4)
    minutes twenty (20) seconds east along the south right-of-way line of
    the N & W Railroad twenty-five and fifty-five hundredths (25.55) feet;
    thence south zero (00) degrees zero (00) minutes west two hundred
    sixty and sixty-nine hundredths (260.69) feet to the south section line;
    thence south eighty-nine (89) degrees twenty-eight (28) minutes forty
    (40) seconds west along the south section line one hundred twenty-five
    (125) feet to the point of beginning. Containing two hundred sixty-
    three thousandths (0.263) acre. Subject to all public highways.

    3. Perry Nuclear Plant site, situated in the Township of Perry and the
Village of North Perry, County of Lake, State of Ohio, and described as:

       Situated partly in the Township of Perry and partly in the Village
    of North Perry, County of Lake and State or Ohio, and known as being
    a part of Original Perry Township Lots Nos. 96, 106 and 114 and all of
    Original Perry Township Lots Nos. 94, 95, 104 and 105, collectively
    forming a parcel of land bounded and described as follows, the courses
    herein being based on the State of Ohio Plane Coordinate System,
    North Zone:

       Beginning on the center line of Clark Road, 60 feet in width as
    shown by the dedication plat in Volume C, Pages 391 to 394 of Lake
    County Road Records at its intersection with the center line or Center
    Road. 60 feet in width, as laid out in Volume l, Pages 335 to 337 of
    Lake County Road Records, said center line of Center Road being the
    dividing line between Original Perry Township Lots Nos. 95 and 96;

       Course No. 1: thence North 1 degree 07' 31" West along said center line
    of Center Road, 1760.67 feet to its intersection with the center line of
    Parmly Road, 50 feet in width, as shown by the dedication plat in
    Volume C, Page 432 of Lake County Road Records;
 
       Course No. 2: thence North 68 degrees 58' 49" West along said center line
    of Parmly Road, 977.81 feet to an angle therein;

       Course No. 3: thence North 68 degrees 26' 19" West along the center line
    of Parmly Road, 153.86 feet to a point;

       Course No. 4: thence North 21 degrees 09' 16" East, 301.38 feet to a
    point;





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    Course No. 5: thence North 69 degrees 03' 29" West, 189.14 feet to a
point:

    Course No. 6: thence South 21 degrees 23' 56" West, 299.33 feet to a point
in the center line of aforementioned Parmly Road;

    Course No. 7: thence North 68 degrees 26' 19" West along the center line
of Parmly Road, 139.81 feet to a point of curvature therein;

    Course No. 8: thence northwesterly and deflecting to the right
along the curved center line of Parmly Road, 288.825 feet to a point of
tangency therein, said curved line having a radius of 2604.35 feet and a
chord which bears North 65 degrees 15' 41.5" West a distance of 288.677 feet;

    Course No. 9: thence North 62 degrees 05' 04" West along the center line
of Parmly Road, 319.55 feet to an angle therein;

    Course No. 10: thence North 61 degrees 04' 29" West along the center line
of Parmly Road, 168.51 feet to the southwesterly corner of the easterly
parcel of land conveyed by Neff-Perkins Company to The CEICO
Company by deed dated September 18, 1968 and recorded in Volume
702, Page 347 of Lake County Records:

    Course No. 11: thence North 27 degrees 31' 16" East along the north-
westerly line of land so conveyed to The CEICO Company, 587.92 feet
to an angle;

    Course No. 12: thence North 31 degrees 38' 25" West along the south-
westerly line of land so conveyed to The CEICO Company, at a
distance of 1062.57 feet passing the water's edge of Lake Erie, October,
1952, to the low water mark of Lake Erie;

    Course No. 13: thence from the intersection of the above described Course
No. 12 with the water's edge of Lake Erie, October, 1952, North 73 degrees 56'
04" East, 289.76 feet to a point in the water's edge of Lake Erie, April 12,
1972;

    Course No. 14: thence northeasterly along said water's edge of
Lake Erie, April 12, 1972, the following fifteen courses and distances;





                    A-266
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                                                                            (TE)



    thence North 60 degrees 29' 57" East, 349.28 feet; thence North 50 degrees
    44' 30" East, 388.74 feet; thence North 45 degrees 53' 04" East, 412.29
    feet; thence North 51 degrees 15' 25" East, 966.72 feet; thence North 64
    degrees 21' 05" East, 1090.45 feet; thence North 73 degrees 22' 37" East,
    360.05 feet: thence North 52 degrees 44' 01" East, 115.60 feet; thence
    North 70 degrees 41' 39" East. 686.61 feet; thence North 55 degrees 13' 29"
    East, 497.93 feet; thence North 67 degrees 09' 18" East, 489.39 feet;
    thence North 51 degrees 48' 09" East, 484.14 feet; thence North 58 degrees
    14' 23" East, 166.46 feet; thence North 59 degrees 32' 40" East, 290.00
    feet; thence North 47 degrees 00' 50" East, 341.68 feet; thence North 61
    degrees 00' 24" East, 241.80 feet to the westerly line of a parcel of land
    conveyed to Mary Corrigan Daniels by deed dated May 31, 1967 and recorded
    in Volume 673, Page 310 of Lake County Records;

    Course No. 15: thence South 0 degrees 38' 31.5" East along the westerly
line of land so conveyed to Mary Corrigan Daniels, 595.00 feet to the
center line of Lockwood Road, 60 feet in width, as laid out in Volume
1, Pages 335 to 337 of Lake County Road Records;

    Course No. 16: thence North 67 degrees 03' 28.5" East along the center
line of Lockwood Road, 50.545 feet to the northwesterly corner of a
parcel of land conveyed to Edward C. and Ruth E. Havlik by deed
dated June 16, 1966 and recorded in Volume 647, Page 22 of Lake
County Records;

    Course No. 17: thence South 0 degrees 36' 01.5" East along the westerly
line of land so conveyed to Edward C. and Ruth E. Havlik, 300.00 feet
to the southwesterly corner thereof;

    Course No. 18: thence North 67 degrees 03' 28.5" East along the southerly
line of land so conveyed to Edward C. and Ruth E. Havlik, and
continuing along the southerly line of land conveyed to Edward C. and
Ruth E. Havlik by deed dated June 2, 1958 and recorded in Volume
456, Page 464 of Lake County Records, 150.00 feet to the westerly line
of land conveyed to Lawrence and Edith C. Gibson by deed dated July
22, 1955 and recorded in Volume 390, Page 472 of Lake County
Records;

    Course No. 19: thence South 0 degrees 36' 01.5" East along said westerly
line of land so conveyed to Lawrence and Edith C. Gibson, 80.97 feet to
the southwesterly corner thereof;





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    Course No. 20: thence North 89 degrees 23' 58.5' East along the southerly
line of land so conveyed to Lawrence and Edith C. Gibson, 108.04 feet
to the southeasterly corner thereof;

    Course No. 21: thence North 0 degrees 36' 01.5" West along the easterly
line of land so conveyed to Lawrence and Edith C. Gibson, 215. 15 feet
to the southwesterly corner of land conveyed to James E. and Edith G.
Criss by deed dated August 1, 1968 and recorded in Volume 699, Page
171 of Lake County Records:

    Course No. 22: thence North 78 degrees 21' 12" East along the southerly
line of land so conveyed to James E. and Edith G. Criss, 139.04 feet to
the southwesterly corner of land conveyed to Otis and Helen Garner by
deed dated February 15, 1974 and recorded in Volume 788, Page 344
of Lake County Records;

    Course No. 23: thence North 89 degrees 20' 58" East along the southerly
line of land so conveyed to Otis and Helen Garner, 95.00 feet to the
westerly line of land conveyed to Donald J. and Edith Chapman by
deed dated October 15, 1959 and recorded in Volume 489, Page 639 of
Lake County Records;

    Course No. 24: thence South 0 degrees 39' 02.5" East along the westerly
line of land so conveyed to Donald J. and Edith Chapman, 1019.585
feet to the southerly line of aforementioned Original Perry Township
Lot No. 114;

    Course No. 25: thence North 88 degrees 40' 18" East along the southerly
line of Original Perry Township Lot No. 114, 279.62 feet to the
southeasterly corner thereof, being also the northeasterly corner of
Original Perry Township Lot No. 104;

    Course No. 26: thence South 1 degrees 09' 25.5" East along said easterly
line of Original Perry Township Lot No. 104, 2976.35 feet to the
southeasterly corner thereof, being also the northeasterly corner of
Original Perry Township Lot No. 94;

    Course No. 27: thence South 1 degree 34' 14" East along said easterly
line of Original Perry Township Lot No. 94, 2966. 18 feet to the
southeasterly corner thereof;





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                                                                            (TE)




       Course No. 28: thence South 89 degrees 11' 52" West along said southerly
    line of Original Perry Township Lot No. 94, 2339.12 feet to the
    southwesterly corner thereof, being also the southeasterly corner of
    Original Perry Township Lot No. 95;

       Course No. 29: thence South 88 degrees 49' 12.5" West along said
    southerly line of Original Perry Township Lot No. 95, 2346.01 feet to
    the place of beginning, and containing within the above described
    premises 821.5602 acres of land. more or less, to the water's edge of
    Lake Erie, October, 1952 and April 12, 1972, together with all such
    right, title and interest as the Grantor may have in and to the waters of
    Lake Erie and the land underneath said waters appurtenant to said
    premises, and also all littoral and riparian rights, all rights to flowage
    and use of the waters of Lake Erie appurtenant to said premises,
    according to a survey by Garrett & Associates, Inc., Registered Engi-
    neers and Surveyors, made in February, 1978, be the same more or less,
    but subject to all legal highways.

       Together with all privileges and appurtenances thereunto belong-
    ing, subject, however, to all legal highways, easements, restrictions,
    exceptions and reservations of record, and to the exceptions, reserva-
    tions, grants, covenants and conditions herein contained.

    Excepting and reserving to The Cleveland Electric Illuminating Company,
its successors and assigns, the permanent right of way and easement to
construct, reconstruct, use, operate, repair, maintain, relocate and remove
electric transmission lines including structures, fixtures, appliances,
facilities and equipment necessary or convenient for transmitting and
distributing electricity for public and private use upon, over and across the
following described right of way premises:

       Situated partly in the Township of Perry and partly in the Village
    of North Perry, County of Lake, and State of Ohio, and known as being
    part of Original Perry Township Lots Nos. 94, 95, 96, 104 and 105 and
    bounded and described as follows, the courses herein being based on
    the State of Ohio Plane Coordinate System, North Zone;

       Beginning in the center line of Center Road, 60 feet in width, as
    established in Volume 1, Pages 335 to 337 of Lake County Road
    Records, at its intersection with the center line of Parmly Road, 50 feet
    in width, as dedicated in Volume C, Page 432 of Lake County Road
    Records;





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    Course No. 1: thence North 68 degrees 58' 49" West along the center line
or said Parmly Road, 195.83 feet to its intersection with a northwesterly
line or a right or way, 200 feet in width;

    Course No. 2: thence North 50 degrees 12' 44" East along said north-
westerly right or way line, 1631.01 feet to an angle;

    Course No. 3: thence North 77 degrees 11' 41" East along a northwesterly
line or said right of way, 3,644.985 feet to its intersection with the east
line or aforementioned Original Perry Township Lot No. 104;

    Course No. 4: thence South 1 degree 09' 25.5" East along the east line of
Original Perry Township Lot No. 104, 204.205 feet to its intersection
with a southeasterly line of said right of way;

    Course No. 5: thence South 77 degrees 11' 41" West along said south-
easterly right of way line, 3,555.77 feet to an angle;

    Course No. 6: thence South 50 degrees 12' 44" West along a southeasterly
line of said right of way, 1,510.75 feet to its intersection with the center
line of aforementioned Center Road;

    Course No. 7: thence North 1 degree 07' 31" West along the center line
of Center Road, 37.20 feet to the place of beginning, according to a
survey by Garrett & Associates, Inc., Registered Engineers and Sur-
veyors, be the same more or less, but subject to all legal highways.

    Together with all of the Company's interest in the structures being
constructed on said premises and all of the Company's rights of way,
easements, rights, franchises and privileges used in connection there-
with and all of the Company's right and interest in that certain
Construction Agreement, dated July 22, 1974, among the Company,
The Cleveland Electric Illuminating Company, Duquesne Light Com-
pany, Ohio Edison Company, and Pennsylvania Power Company,
relating to the Perry Nuclear Plant.





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                            [TOP  PORTION  OF  PAGE
                              INTENTIONALLY BLANK]





    1. Davis-Besse-Bay Shore Line, situated in the City of Oregon,
County of Lucas, State of Ohio, and described as:

       Being the east half (1/2) of the north half (1/2) of the west
    quarter (1/4) of the cast half (1/2) of the southwest quarter (1/4) of
    Section 32, Town 9 South, Range 9 East, in the City of Oregon, Lucas
    County, Ohio, excepting therefrom the east two and fifty-four hun-
    dredths (2.54) acres thereof. Subject to legal highways.

    2. Allen Junction Substation Addition, situated in the Township of
Sylvania, County of Lucas, State of Ohio, and described as:





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    (a) A parcel of land being part of the southwest one-quarter (1/4)
of Section 1, Town 9 South, Range 5 East, lying south of the Ohio-
Michigan State Line, in Sylvania Township, Lucas County, Ohio; said
parcel of land being bounded and described as follows:

    Commencing at the northwest corner of the said southwest one-
quarter (1/4) of Section 1; thence in a southerly direction along the
west line of the said southwest one-quarter (1/4) of Section 1, having
an assumed bearing of south one (01) degree, thirty-six (36) minutes,
fifty-nine (59) seconds west, a distance of one hundred twenty-three
and thirty-six hundredths (123.36) feet to the intersection of the said
Ohio-Michigan State Line, said intersection also being the true point of
beginning; thence north eighty-nine (89) degrees, fifty-six (56) min-
utes, fifty-three (53) seconds east along the said Ohio-Michigan State
Line, a distance of one thousand ten and no hundredths (1010.00) feet
to the intersection of a line drawn parallel to the said west line of the
southwest one-quarter (1/4) of Section 1; thence south one (01)
degrees, thirty-six (36) minutes, fifty-nine (59) seconds west along said
line drawn parallel to the west line of the southwest one-quarter (1/4)
of Section 1, a distance of eight hundred sixty-five and no hundredths
(865.00) feet to the intersection or a line drawn parallel to the said
Ohio-Michigan State Line; thence south eighty-nine (89) degrees, fifty-
six (56) minutes, fifty-three (53) seconds west along said line drawn
parallel to the Ohio-Michigan State Line, a distance of one thousand
ten and no hundredths (1010.00) feet to the intersection of the said
west line of the southwest one-quarter (1/4) of Section 1; thence north
one (01) degree, thirty-six (36) minutes, fifty-nine (59) seconds west
along the said west line or the southwest one-quarter (1/4) of Section
1, a distance of eight hundred sixty-five and no hundredths (865.00)
feet to the true point or beginning.

    Containing 20.048 acres of land more or less.

    (b) A parcel of land being part of the southwest one-quarter (1/4)
of Section 1, Town 9 South, Range 5 East, lying south of the Ohio-
Michigan State Line in Sylvania Township, Lucas County, Ohio, said
parcel of land being bounded and described as follows:

    Commencing at the intersection of the west line of the said
southwest one-quarter (1/4) of Section 1 and the said Ohio-Michigan





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                                                                            (TE)




    State Line; thence in an easterly direction along the said Ohio-Michigan
    State Line, having an assumed bearing of north eighty-nine (89)
    degrees, fifty-six (56) minutes, fifty-three (53) seconds east, a distance
    of one thousand ten and no hundredths (1010.00) feet to the inter-
    section of a line drawn parallel to the said west line of the southwest
    one-quarter (1/4) of Section 1, said intersection also being the true
    point of beginning; thence continuing north eighty-nine (89) degrees,
    fifty-six (56) minutes, fifty-three (53) seconds east along the said Ohio-
    Michigan State Line a distance of eight hundred fifteen and thirty-six
    hundredths (815.36) feet to the intersection of the west line of the east
    forty and no hundredths (40.00) acres of the said southwest one-
    quarter (1/4) of Section 1; thence south zero (00) degree, forty-six
    (46) minutes, fifty-five (55) seconds west, along the said west line of
    the east forty and no hundredths (40.00) acres of the southwest one-
    quarter (1/4) of Section 1, a distance of three hundred fifty and four
    hundredths (350.04) feet to the intersection of a line drawn three
    hundred fifty and no hundredths (350.00) feet southerly of and parallel
    to the said Ohio-Michigan State Line; thence south eighty-nine (89)
    degrees, fifty-six (56) minutes, fifty-three (53) seconds west along said
    line drawn three hundred fifty and no hundredths (350.00) feet
    southerly of and parallel to the Ohio-Michigan State Line, a distance of
    eight hundred twenty and forty-six hundredths (820.46) feet to the
    intersection of said line drawn parallel to the west line of the southwest
    one-quarter (1/4) of Section 1; thence north one (01) degree, thirty-six
    (36) minutes, fifty-nine (59) seconds east along said Line drawn
    parallel to the west line of the southwest one-quarter (1/4) of Section 1,
    a distance of three hundred fifty and fifteen hundredths (350.15) feet to
    the true point of beginning.

       Containing 6.572 acres of land more or less.

    3. Midway to Allen Junction Line, situated partly in the Township of
Richfield and partly in the Village or Berkey, County of Lucas, State of
Ohio, one parcel located in the Township of Swancreek, County of Fulton,
State of Ohio, and one parcel located in the Township of Washington,
County of Henry, State of Ohio, and described as:
       Parcel No. 1: A parcel of land being part of the following: That
    part of the East one-half (1/2) of the Southeast quarter (1/4) of
    Section two (2), Town nine (9) South, Range five (5) East, lying
    South of the Michigan State Line, in Richfield Township, Lucas



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                                                                            (TE)





County, Ohio, subject to legal highways. That part of the east fifty (50)
rods of the west one-half (1/2) of the southeast quarter (1/4) of
Section two (2), Town nine (9) South, Range five (5) East, excepting
therefrom that part thereof which lies within the lines of Lenawee
County, Michigan, in Richfield Township, Lucas County, Ohio. Subject
to legal highways. The west one-half (1/2) of the Southeast Fractional
quarter (1/4) of Section two (2), Town nine (9) South, Range five(5)
East, excepting therefrom the East fifty (50) rods thereof and also
excepting that part thereof which lies within the lines of Lenawee
County, Michigan, in Richfield Township, Lucas County, Ohio, subject
to legal highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line or the said southeast
one-quarter (1/4) of Section 2 and the Ohio-Michigan State Line;
thence in a southerly direction along the said East line of the Southeast
one-quarter (1/4) of Section 2, having an assumed bearing of south
one (01) degree, thirty-six (36) minutes, fifty-nine (59) seconds west, a
distance of eight hundred forty-nine (849) feet to the intersection of a
line drawn fifty (50) feet southwesterly of and parallel to the centerline
of a Toledo Edison Company Transmission Line; thence north forty-
eight (48) degrees, twelve (12) minutes, fifty-three (53) seconds west
along said line drawn fifty (50) feet southwesterly of and parallel to the
centerline of a Toledo Edison Company Transmission Line, a distance
of two hundred ten (210) feet to the intersection of a line drawn fifty
(50) feet southwesterly of and parallel to the centerline of a Toledo
Edison Company Transmission Line; thence north seventy-two (72)
degrees, twenty-eight (28) minutes, fifty-three (53) seconds west along
said line drawn fifty (50) feet southwesterly of and parallel to the
centerline of a Toledo Edison Company Transmission Line, a distance
of one thousand sixty-two (1062) feet to the intersection of a line
drawn four hundred (400) feet southerly of and parallel to the said
Ohio-Michigan State Line; thence north eighty-nine (89) degrees,
twenty-nine (29) minutes, thirty-six (36) seconds west along said line
drawn four hundred (400) feet southerly of and parallel to the Ohio-
Michigan State Line, a distance of one thousand seven hundred thirty-
seven (1737) feet to the intersection of the west line of the said west
one-half (1/2) of the southeast one-quarter (1/4) of Section 2; thence
north two (02) degrees, four (04) minutes, twenty-four (24) seconds



                      A-274
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                                                                            (TE)




east along the said west line of the west one-half (1/2) of the southeast
one-quarter (1/4) of Section 2, a distance of four hundred (400) feet to
the intersection of the said Ohio-Michigan State Line; thence south
eighty-nine (89) degrees, twenty-nine (29) minutes, thirty-six (36)
seconds east along the said Ohio-Michigan State Line, a distance of two
thousand nine hundred sixteen (2916) feet to the point of beginning.
Containing 31.83 acres of land, more or less. Subject to legal highways.

    Reserving, however, to Mr. John Condon and Mrs. Grace Condon,
their heirs, legal representatives, devisees, and assigns, the perpetual
right and easement to use and crossover the above described premises
by root or vehicle of any type or kind at the place of construction of
three (3) crossings, so-called, each a minimum of fifty (50) feet in
width. Said reservation shall be in the nature of a covenant running
with the land and shall be binding upon the Grantee, its successors and
assigns, and shall run in favor of Mr. John Condon and Mrs. Grace
Condon, their heirs, legal representatives, devisees and assigns forever.
The exercise of rights under this reservation shall in no manner interfere
with the Grantee's, their successors and assigns, use of the property for
the construction, operation, or maintenance of any facilities to be
constructed thereon. The centerline of said fifty (50) feet wide crossing
or crossings shall be located on the north line of the above described
premises, one thousand three hundred (1300) feet, two thousand one
hundred fifty (2150) feet, and two thousand five hundred fifty (2550)
feet, respectively, west of the east line of the above described premises
and extend southerly in a straight line perpendicular to the said north
line to a point located on the south line of the above described premises.

    Parcel No. 2: A parcel of land being pan of the following: That
part of the east one-half (1/2) of the southwest quarter (1/4) of Section
two (2), Town nine (9) South, Range five (5) East, which lies in
Richfield Township, Lucas County, Ohio, excepting therefrom one (1)
acre, more or less, in the southeast corner of said Southwest quarter (1/4)
of said Section two (2), said one (1) acre being described as follows:

    Beginning at the point of intersection of the North and South
center line of said section with the south line of said section; thence
north along said North and South center line sixteen (16) rods; thence
west ten (10) rods on a line parallel with the south line of said section;
thence south on a line parallel with the said North and South center line





                                     A-275
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                                                                            (TE)





to the south line or said section: thence east along said south line to the
place of beginning. Subject to legal highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said east one-
half (1/2) of the southwest one-quarter (1/4) of Section 2 and the Ohio-
Michigan State Line; thence in a southerly direction along the said east
line of the east one-half (1/2) of the southwest one-quarter (1/4) of
Section 2, a distance of four hundred (400) feet to the intersection of a
line drawn four hundred (400) feet southerly of and parallel to the said
Ohio-Michigan State Line; thence in a westerly direction along said line
drawn four hundred (400) feet southerly of and parallel to the Ohio-
Michigan State Line, a distance of one thousand three hundred sixty-
seven (1367) feet to the intersection of the west line of the said east
one-half (1/2) of the southwest one-quarter (1/4) of Section 2; thence in a
northerly direction along the said west line of the east one-half (1/2) of
the southwest one-quarter (1/4) of Section 2, a distance of four hundred
(400) feet to the intersection of the said Ohio-Michigan State Line;
thence in an easterly direction along said Ohio-Michigan State Line, a
distance of one thousand three hundred seventy-seven (1377) feet to
the point of beginning. Containing 12.60 acres of land, more or less.

    Reserving, however to Mr. John E. Condon, Jr., and Mr. Donald J.
Condon, their heirs, legal representatives, devisees and assigns, the
perpetual right and easement to use and crossover the above described
premises by foot or vehicles of any type of kind at the place of
construction of one crossing, so-called, a minimum of fifty (50) feet in
width. Said reservation shall be in the nature of a covenant running
with the land and shall be binding upon the Grantee, its successors and
assigns, and shall run in favor of Mr. John E. Condon, Jr., and Mr.
Donald J. Condon, their heirs, legal representatives, devisees and
assigns forever. The exercise of rights under this reservation shall in no
manner interfere with the Grantee's, their successors and assigns, use of
the property for the construction, operation, or maintenance of any
facilities to be constructed thereon. The centerline of said fifty (50) feet
wide crossing shall be located on the north line of the above described
premises, six hundred seventy (670) feet west of the east line of the
above described premises and extend southerly in a straight line
perpendicular to the said north line to a point located on the south line
of the above described premises.



                                     A-276
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                                                                            (TE)




    Parcel No. 3: A parcel of land being part of the West one-half
(1/2) of the Southwest quarter (1/4) and the Southwest quarter (1/4)
of the Northwest fractional quarter (1/4) of Section two (2), Town
nine (9) South, Range five (5) East, excepting from the above
described premises, the North sixty (60) acres thereof and leaving after
said exception, Sixty (60) acres more or less in Richfield Township,
Lucas County, Ohio, subject to legal highways; said parcel of land
being more particularly bounded and described as follows:

    Beginning at the intersection of the southerly line of a parcel of
land as described in Volume 219, Page 624, Lucas County Deed
Records, and the west line of said Section 2; thence in an easterly
direction along the said southerly line of a parcel of land as described in
Volume 219, Page 624, Lucas County Deed Records, a distance of one
thousand three hundred forty three (1343) feet to the intersection of
the east line of the said west one-half (1/2) of the southwest one-
quarter (1/4) of Section 2; thence in a southerly direction along the
said east line or the west one-half (1/2) of the southwest one-quarter
(1/4) of Section 2, a distance of eight (8) feet to the intersection of a
line drawn four hundred (400) feet southerly of and parallel to the
Ohio-Michigan State Line; thence in a westerly direction along said line
drawn four hundred (400) feet southerly of and parallel to the Ohio-
Michigan State Line, a distance of one thousand three hundred twenty-
nine (1329) feet to the intersection of a line drawn four hundred (400)
feet southerly of and parallel to the said Ohio-Michigan State Line;
thence in a westerly direction along said line drawn four hundred (400)
feet southerly of and parallel to the Ohio-Michigan State Line, a
distance of fourteen (14) feet to the intersection of the said west line of
Section 2; thence in a northerly direction along the said west line of
Section 2, a distance of thirty-four (34) feet to the point of beginning.

    Containing 0.65 acres of land more or less.

    Subject to legal highways.

    Parcel No. 4: Being pan of the West one-half (1/2) of the
Southwest quarter (1/4) of Section two (2), Town nine (9) South,
Range five (5) East in Richfield Township, Lucas County, Ohio,
excepting therefrom the South sixty (60) acres thereof, subject to legal
highways. Said property, as occupied, is also described as follows:





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    Begin part o the West one-half (1/2) of the Southwest quarter
(1/4) of Section two (2), Town nine (9) South, Range five (5) East in
Richfield Township, Lucas County, Ohio, being a parcel of land
bounded and described as follows:

    Beginning at the intersection of the west line of said Section 2 and
the Ohio-Michigan State Line; thence in an easterly direction along the
said Ohio-Michigan State Line, a distance of thirteen (13) feet to an
angle point in the said Ohio-Michigan State Line; thence in an easterly
direction along the said Ohio-Michigan State Line, a distance of one
thousand three hundred thirty-three (1333) feet to the intersection of
the east line of the said west one-half (1/2) of the southwest one-
quarter (1/4) of Section 2; thence in a southerly direction along the
said east line of the west one-half (1/2) of the southwest one-quarter
(1/4) or Section 2, a distance of three hundred ninety-two (392) feet to
the intersection of the southerly line of a parcel of land as described in
Volume 219, Page 624, Lucas County Deed Records; thence in a
westerly direction along the said southerly line of a parcel of land as
described in Volume 219, Page 624, Lucas County Deed Records, a
distance of one thousand three hundred forty-three (1343) feet to the
intersection of the said west line of Section 2; thence in a northerly
direction along the said west line of Section 2, a distance of three
hundred sixty-six (366) feet to the point of beginning.

    Containing 11.70 acres of land more or less.

    Subject to legal highways.

    Parcel No. 5: A parcel of land being part of the following:

    The East one-half (1/2) of the Southeast quarter (1/4) of Section
three (3), Town nine (9) South, Range Five (5) East, in Richfield
Township, Lucas County, Ohio, lying South of the Michigan State Line.
Subject to legal highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said east one-
half (1/2) of the southeast one-quarter (1/4) of Section 3 and the
Ohio-Michigan State Line; thence in a southerly direction along the said
east line of the east one-half (1/2) of the southeast one-quarter (1/4)
of Section 3, a distance of four hundred (400) feet to the intersection of





                      A-278
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a line drawn four hundred (400) feet southerly of and parallel to the
said Ohio-Michigan State Line; thence in a westerly direction along said
line drawn four hundred (400) feet southerly of and parallel to the
Ohio-Michigan State Line, a distance of one thousand two hundred
thirty-three (1233) feet to the intersection of the west line of the said
east one-half (1/2) of the southeast one-quarter (1/4) of Section 3;
thence in a northerly direction along the said west line of the east one-
half (1/2) of the southeast one-quarter (1/4) of Section 3, a distance
of four hundred (400) feet to the intersection of the said Ohio-
Michigan State Line; thence in an easterly direction along said Ohio-
Michigan State Line, a distance of one thousand two hundred thirty-
four (1234) feet to the point of beginning.

    Containing 11.33 acres of land, more or less.

    Subject to legal highways.

    Parcel No. 8 A parcel of land being part of the following: that part
of the West one-third (1/3) of the East one-half (1/2) of the
Southwest quarter (1/4) of Section three (3), Town nine (9) South,
Range five (5) East, which lies South of the Ohio and Michigan State
Line, in the Village of Berkey, Lucas County, Ohio, subject to legal
highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said west one-
third (1/3) of the east one-half (1/2) of the southwest one-quarter
(1/4) of Section 3 and the Ohio-Michigan State Line; thence in a
southerly direction along the said east line of the west one-third (1/3)
of the east one-half (1/2) of the southwest one-quarter (1/4) of
Section 3, a distance of four hundred (400) feet to the intersection of a
line drawn four hundred (400) feet southerly of and parallel to the said
Ohio-Michigan State Line; thence in a westerly direction along said line
drawn four hundred (400) feet southerly of and parallel to the Ohio-
Michigan State Line, a distance of four hundred twenty-five (425) feet
to the intersection of the west line of the said west one-third (1/3) of
the east one-half (1/2) of the southwest one-quarter (1/4) of Section
3; thence in a northerly direction along the said west line of the west
one-third (1/3) of the east one-half (1/2) of the southwest one-quarter
(1/4) of Section 3, a distance of four hundred (400) feet to the





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                                                                            (TE)





intersection of the said Ohio-Michigan State Line; thence in an easterly
direction along said Ohio-Michigan State Line, a distance of four
hundred twenty-three (423) feet to the point of beginning.

    Containing 3.89 acres or land, more or less.

    Parcel No. 9A: A parcel of land being part of the following:
Northwest quarter (1/4) of the Southwest quarter (1/4) of Section
three (3), Town nine (9) South, Range five (5) East in the Village of
Berkey, Lucas County, Ohio, subject to legal highways.

    Said parcel or land being bounded and described as follows:

    Beginning at the intersection of the east line of the said northwest
one-quarter (1/4) of the southwest one-quarter (1/4) of Section 3 and
the Ohio-Michigan State Line; thence in a southerly direction along the
said east line of the northwest one-quarter (1/4) of the southwest one-
quarter (1/4) of Section 3, a distance of four hundred (400) feet to the
intersection of a line drawn four hundred (400) feet southerly of and
parallel to the said Ohio-Michigan State Line; thence in a westerly
direction along said line drawn four hundred (400) feet southerly of
and parallel to the Ohio-Michigan State Line, a distance of one
thousand two hundred seventy-six (1276) feet to the intersection of a
line drawn four hundred (400) feet southerly of and parallel to the said
Ohio-Michigan State Line; thence in a westerly direction along said line
drawn four hundred (400) feet southerly of and parallel to the Ohio-
Michigan State Line, a distance of twenty-five (25) feet to the
intersection of the west line of the said northwest one-quarter (1/4) of
the southwest one-quarter (1/4) of Section 3; thence in a northerly
direction along the said west line of the northwest one-quarter (1/4) of
the southwest one-quarter (1/4) of Section 3, a distance of four
hundred (400) feet to the intersection of the said Ohio-Michigan State
Line; thence in an easterly direction along said Ohio-Michigan State
Line, a distance of twenty (20) feet to the intersection of the Ohio-
Michigan State Line; thence in an easterly direction along said Ohio-
Michigan State Line, a distance of one thousand two hundred seventy-
six (1276) feet to the point of beginning.

    Continuing 11.92 acres of land, more or less.

    Subject to legal highways.




                       A-280
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                                                                            (TE)




       Parcel No. 9B: A parcel of land being part of the following: The
    East one-half (1/2) of the Southeast quarter (1/4) of Section four (4),
    Town nine (9) South, Range five (5) East in the Village of Berkey,
    Lucas County, Ohio, excepting therefrom the South forty (40) rods
    thereof, subject to legal highways.

       Said parcel of land being bounded and described as follows:

       Beginning at the intersection of the east line of the said east one-
    half (1/2) of the southeast one-quarter (1/4) of Section 4 and the
    Ohio-Michigan State Line; thence in a southerly direction along the said
    east line of the east one-half (1/2) of the southeast one-quarter (1/4)
    of Section 4, a distance of three hundred (300) feet to the intersection
    of a line drawn three hundred (300) feet southerly of and parallel to
    the said Ohio-Michigan State Line; thence in a westerly direction along
    said line drawn three hundred (300) feet southerly of and parallel to
    the Ohio-Michigan State Line, a distance of one thousand three
    hundred twenty-six (1326) feet to the intersection of the west line of the
    said east one-half (1/2) of the southeast one-quarter (1/4) of Section
    4; thence in a northerly direction along the said west line of the east
    one-half (1/2) of the southeast one-quarter (1/4) of Section 4, a
    distance of three hundred (300) feet to the intersection of the said
    Ohio-Michigan State Line; thence in an easterly direction along said
    Ohio-Michigan State Line, a distance of one thousand three hundred
    twenty-five (1325) feet to the point of beginning.

       Containing 9. 13 acres of land, more or less.

       Subject to legal highways.

    Parcel No. 10: A parcel of land being part of the following: That part of
the West one-half (1/2) of the Southeast quarter (1/4) of Section four (4),
Town nine (9) South, Range five (5) East lying South of a line as
determined by the Commissioners appointed by the States of Ohio and
Michigan to retrace and permanently monument the boundary between said
states, excepting from the said Southeast quarter (1/4) or Section four (4),
Town nine (9) South, Range five (5) East the following:

       Beginning on the centerline of Sylvania-Metamora Road at a point
    eight hundred fifty-five and sixty-six hundredths (855.66) feet North
    eighty-two (82) degrees, fifty-three (53) minutes West and eighty-five
    (85) feet North eighty-four (84) degrees, twenty-seven (27) minutes





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West from the intersection of the said centerline and the East line of the
West one-half (1/2) of the Northeast quarter (1/4) of Section nine
(9), Town nine (9), Range five (5) East, thence North eighty-four
(84) degrees, twenty-seven (27) minutes West along said centerline
three hundred (300) feet; thence North five (5) degrees, twenty-one
(21) minutes East two hundred ten (210) feet; thence North eighty-
four (84) degrees, twenty-seven (27) minutes West, three hundred
ninety-six and thirty-two hundredths (396.32) feet; thence North five
(5) degrees, twenty-one (21) minutes East one hundred sixty-four and
sixty-five hundredths (164.65) feet; thence North eighty-eight (88)
degrees, eleven (11) minutes East, seven hundred twenty-six and sixty-
eight hundredths (726.68) rayed; thence south five (5) degrees, twenty-
one (21) minutes West two hundred fifty-eight and ninety-eight
hundredths (258.98) feet; thence South twelve (12) degrees, three (3)
minutes West two hundred ten (210) feet to the point of beginning, in
the Village of Berkey, Lucas County, Ohio, subject to legal highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said west one-
half (1/2) of the southeast one-quarter (1/4) of Section 4 and the
Ohio-Michigan State Line; thence in a southerly direction along the said
east line of the west one-half (1/2) or the southeast one-quarter (1/4)
of Section 4, a distance or three hundred (300) feet to the intersection
of a line drawn three hundred (300) feet southerly of and parallel to
the said Ohio-Michigan State Line; thence in a westerly direction along
said line drawn three hundred (300) feet southerly of and parallel to
the Ohio-Michigan State Line, a distance of one thousand three
hundred twenty-nine (1329) feet to the intersection of the west line of
the said west one-half (1/2) of the southeast one-quarter (1/4) of
Section 4; thence in a northerly direction along the said west line of the
west one-half (1/2) of the southeast one-quarter (1/4) of Section 4, a
distance of three hundred (300) feet to the intersection of the said
Ohio-Michigan State Line; thence in an easterly direction along said
Ohio-Michigan State Line, a distance of one thousand three hundred
twenty-nine (1329) feet to the point of beginning.

    Containing 9.15 acres of land, more or less.




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    Parcel No. 11: A parcel of land being pan of the following: That
part of the East one-half (1/2) of the Southwest quarter (1/4) of
Section four (4), Town nine (9) South, Range five (5) East, in the
Village of Berkey, Richfield Township, Lucas County, Ohio, lying South
of the Ohio-Michigan State Line, excepting therefrom that part thereof
lying Southerly of the centerline of the Ten Mile Creek and also
excepting therefrom that part of the following described premises lying
within the said Southwest quarter (1/4) of said Section four (4), viz:

    All that part of the East one-half (1/2) of the Southwest fractional
quarter (1/4) and the West one-half (1/2) of the Southeast fractional
quarter (1/4) of Section four (4) and all that part of the east one-half
(1/2) of the Northwest quarter (1/4) and the West one-half (1/2) of
the Northeast quarter (1/4) of Section nine (9), all of which is in Town
nine (9) South, Range five (5) East, in the Village of Berkey, Lucas
County, Ohio, described as beginning on the centerline of Indiana Road
(now called the Sylvania-Metamora Road) at a point located eight
hundred fifty-five and sixty-six hundredths (855.66) feet North eighty-
two (82) degrees, fifty-three (53) minutes, West and eighty-five and no
hundredths (85.00) feet North eighty-four (84) degrees, twenty-seven
(27) minutes West from the intersection of the said centerline and the
East line of the West one-half (1/2) of the Northeast quarter (1/4) of
said Section nine (9); thence North eighty-four (84) degrees, twenty-
seven (27) minutes West along said centerline, three hundred and no
hundredths (300.00) feet; thence North five (5) degrees, twenty-one
(21) minutes East, two hundred ten and no hundredths (210.00) feet;
thence North eighty-four (84) degrees, twenty-seven (27) minutes
West three hundred ninety-six and thirty-two hundredths (396.32) feet:
thence North five (5) degrees, twenty-one (21) minutes East one
hundred sixty-four and sixty-five hundredths (164.65) feet; thence North
eighty-eight (88) degrees, eleven (11) minutes East seven hundred
twenty-six and sixty-eight hundredths (726.68) feet; thence South five
(5) degrees, twenty-one (21) minutes West two hundred fifty-eight
and ninety-eight hundredths (258.98) feet; thence South twelve (12)
degrees, three (03) minutes West two hundred ten and no hundredths
(210.00) feet to the place of beginning, subject to legal highways.

    Said parcel of land being bounded and described as follows:





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                                                                            (TE)



    Beginning at the intersection of the east line of the said east one
half (1/2) of the southwest one-quarter (1/4) of Section 4 and the
Ohio-Michigan State Line; thence in a southerly direction along the said
cast line of the cast one-half (1/2) of the southwest one-quarter (1/4)
of Section 4, a distance of three hundred (300) feet to the intersection
of a line drawn three hundred (300) feet southerly of and parallel to
the said Ohio-Michigan State Line; thence in a westerly direction along
said line drawn three hundred (300 feet southerly of and parallel to
the Ohio-Michigan State Line, a distance of one thousand three
hundred twenty (1320) feet to the intersection of the west line of the
said east one-half (1/2) of the southwest one-quarter (1/4) of Section
4; thence in a northerly direction along the said west line of the east
one-half (1/2) of the southwest one-quarter (1/4) of Section 4, a
distance of three hundred (300) feet to the intersection of the said
Ohio-Michigan State Line; thence in an easterly direction along said
Ohio-Michigan State Line, a distance of one thousand three hundred
twenty (1320) feet to the point of beginning.

    Containing 9.09 acres of land, more or less.

    Parcel No. 12: A parcel of land being part of the following: North
one and twenty-six hundredths (1.26) acres of the west sixty-four and
ninety hundredths (64.90) acres of the Southwest quarter (1/4) of
Section four (4), Town nine (9) South, Range five (5) east, in the
Village of Berkey, Lucas County, Ohio, subject to legal highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said north one
and twenty-six hundredths (1.26) acres of the west sixty-four and
ninety hundredths (64.90) acres of the southwest one-quarter (1/4) of
Section 4 and the Ohio-Michigan State Line; thence in a southerly
direction along the said east line of the north one and twenty-six
hundredths (1.26) acres of the west sixty-four and ninety hundredths
(64.90) acres of the southwest one-quarter (1/4) of Section 4, a
distance of forty-three (43) feet to the intersection of the south line of
the said north one and twenty-six hundredths (1.26) acres of the west
sixty-four and ninety hundredths (64.90) acres of the southwest one-
quarter (1/4) of Section 4; thence in a westerly direction along said
south line of the north one and twenty-six hundredths (1.26) acres of





                        A-284
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the west sixty-four and ninety hundredths (64.90) acres of the south-
west one-quarter (1/4) of Section 4, a distance of one thousand three
hundred twenty-four (1324) feet to the intersection of the west line of
the said north one and twenty-six hundredths (1.26) acres of the west
sixty-four and ninety hundredths (64.90) acres of the southwest one-
quarter (1/4) of Section 4; thence in a northerly direction along the
said west line of the north one and twenty-six hundredths (1.26) acres
of the west sixty-four and ninety hundredths (64.90) acres of the
southwest one-quarter (1/4) of Section 4, a distance of thirty-five (35)
feet to the intersection of the said Ohio-Michigan State Line; thence in
an easterly direction along said Ohio-Michigan State Line, a distance of
one thousand three hundred twenty-five (1325) feet to the point of
beginning.

    Containing 1.19 acres of land, more or less.

    Subject to legal highways.

    Parcel No. 13A: A parcel of land being part of the following: That
part of the west one-half (1/2) of the southwest quarter (1/4) of
Section four (4), Town nine (9) South, Range five (5) East, in the
Village of Berkey, Lucas County, Ohio, bounded and described as
follows:

    Beginning at an iron stake on the west line of said Section four (4),
four hundred forty-one and two hundred ninety-five thousandths
(441.295) feet south of the northwest corner of said southwest quarter
(1/4); thence east on a line parallel with the Michigan and Ohio State
Line, to an iron stake on the East line of the West one-half (1/2) of
said southwest quarter (1/4); thence south along the east line of said
West one-half (1/2) thirteen hundred twenty-two and seven tenths
(1322.7) feet to an iron stake; thence west on a line parallel with the
north line hereof to an iron stake on the west line of said Section four
(4); thence north thirteen hundred twenty-two and seven tenths
(1322.7) feet to the place of beginning, excepting about one (1) acre of
land in the southwest corner described as follows:

    Beginning at an iron stake on the west line of Section four (4),
seven hundred eighty-two (782) feet north of the southwest corner of
said Section; thence easterly two hundred seventy-two and five tenths
(272.5) feet to a stone ion the southwesterly bank of the Ten Mile
Creek; thence northwesterly along the south bank of the Creek to the
west line of said Section four (4); thence south along the west line of
Section four (4) to the place of beginning. Subject to legal highways.


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                                                                            (TE)




    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said west one-
half (1/2) of the southwest one-quarter (1/4) of Section 4 and the
north line of the parcel of land conveyed by and recorded in Volume
1909, Page 251, Lucas County, Ohio, Record of Deeds; thence in a
southerly direction along the said east line of the west one-half (1/2) of
the southwest one-quarter (1/4) of Section 4, a distance of two
hundred fifty-seven (257) feet to the intersection of a line drawn three
hundred (300) feet southerly of and parallel to the Ohio-Michigan
State Line; thence in a westerly direction along said line drawn three
hundred (300) feet southerly of and parallel to the Ohio-Michigan
State Line, a distance of one thousand three hundred twenty-two
(1322) feet to the intersection of the west line of the said west one-half
(1/2) of the southwest one-quarter (1/4) of Section 4; thence in a
northerly direction along the said west line of the west one-half (1/2)
of the southwest one-quarter (1/4) of Section 4, a distance of two
hundred sixty-five (265) feet to the intersection of the said north line of
the parcel of land conveyed by and recorded in Volume 1909, Page
251, Lucas County, Ohio, Record of Deeds; thence in an easterly
direction along said north line of the parcel of land conveyed by and
recorded in Volume 1909, Page 251, Lucas County, Ohio, Record of
Deeds, a distance of one thousand three hundred twenty-four (1324)
feet to the point of beginning. Containing 7.93 acres of land, more or
less. Subject to legal highways.

    Parcel 13B: A parcel of land being part of the following: The north
one-half (1/2) of the north one-half (1/2) of the east one-half (1/2)
of the east one-half (1/2) of the southeast quarter (1/4) of Section five
(5), Town nine (9) South, Range five (5) East in the Village of
Berkey, Lucas County, Ohio, excepting therefrom that part thereof
which lies north of the Ohio-Michigan State Line.  Subject to legal
highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said north one-
half(1/2) of the north one-half (1/2) of the east one-half (1/2) of the
east one-half (1/2) of the southeast one-quarter (1/4) of Section 5 and
the Ohio-Michigan State Line; thence in a southerly direction along the





                    A-286
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                                                                            (TE)





said east line of the north one-half (1/2) of the north one-half (1/2) of
the east one-half (1/2) of the east one-half (1/2) of the southeast one
quarter (1/4) of Section 5, a distance of one hundred ninety-four (194)
feet to the intersection of the south line of the said north one-half (1/2)
of the north one-half (1/2) of the east one-half (1/2) of the east one-
half (1/2) of the southeast one-quarter (1/4) of Section 5; thence in a
westerly direction along said south line of the north one-half (1/2) of
the north one-half (1/2) of the east one-half (1/2) of the east one-half
(1/2) of the southeast one-quarter (1/4) of Section 5, a distance of six
hundred sixty-five (665) feet to the intersection of the west line of said
north one-half (1/2) of the north one-half (1/2) of the east one-half
(1/2) of the east one-half (1/2) of the southeast one-quarter (1/4) of
Section 5; thence in a northerly direction along the said west line of the
north one-half (1/2) of the north one-half (1/2) of the east one-half
(1/2) of the east one-half (1/2) of the southeast one-quarter (1/4) of
Section 5, a distance of one hundred seventy-two (172) feet to the
intersection of the said Ohio-Michigan State Line; thence in an easterly
direction along said Ohio-Michigan State Line, a distance of Six
hundred forty-one (641) feet to the intersection of the Ohio-Michigan
State Line, thence in an easterly direction along said Ohio-Michigan
State Line, a distance of twenty (20) feet to the point of beginning.

    Containing 2.78 acres of land, more or less.

    Subject to legal highways.

    Parcel No. 14: A parcel of land being part of the following: The
south one-half (1/2) of the north one-half (1/2) of the east one-half
(1/2) of the east one-half (1/2) of the southeast quarter (1/4) of
Section five (5), Town nine (9) South, Range five (5) East in the
Village of Berkey, Lucas County, Ohio. Subject to legal highways.

    Said parcel of land being bounded and described as follows:

    Beginning at the intersection of the east line of the said south one-
half (1/2) of the north one-half (1/2) of the east one-half (1/2) of the
east one-half (1/2) of the southeast one-quarter (1/4) of Section 5 and
the north line of the said south one-half (1/2) of the north one-half
(1/2) of the east one-half (1/2) of the east one-half (1/2) of the
southeast one-quarter (1/4) of Section 5; thence in a southerly direction
along the said east line of the south one-half (1/2) of the north one-





                                     A-287
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                                                                            (TE)





  half (1/2) of the east one-half (1/2) of the east one-half (1/2) of the
  southeast one-quarter (1/4) of Section 5, a distance of one hundred six
  (106) feet to the intersection of a line drawn three hundred (300) feet
  southerly of and parallel to the Ohio-Michigan State Line; thence in a
  westerly direction along said line drawn three hundred (300) feet
  southerly of and parallel to the Ohio-Michigan State Line, a distance of
  twenty (20) feet to the intersection of a line drawn three hundred
  (300) feet southerly of and parallel to the Ohio-Michigan State Line;
  thence in a westerly direction along said line drawn three hundred
  (300) feet southerly of and parallel to the Ohio-Michigan State Line, a
  distance of six hundred forty-seven (647) feet to the intersection of the
  west line of the said south one-half (1/2) of the north one-half (1/2)
  of the east one-half (1/2) of the east one-half (1/2) of the southeast
  one-quarter (1/4) of Section 5; thence in a northerly direction along the
  said west line of the south one-half (1/2) of the north one-half (1/2)
  of the east one-half (1/2) of the east one-half (1/2) of the southeast
  one-quarter (1/4) of Section 5, a distance of one hundred twenty-nine
  (129) feet to the intersection of the said north line of the south one-half
  (1/2) of the north one-half (1/2) of the east one-half (1/2) of the east
  one-half (1/2) of the southeast one-quarter (1/4) of Section S; thence
  in an easterly direction along said north line of the south one-half (1/2)
  of the north one-half (1/2) of the east one-half (1/2) of the east one-
  half (1/2) of the southeast one-quarter (1/4) of Section 5, a distance
  of six hundred sixty-five (665) feet to the point of beginning.

      Containing 1.79 acres of land, more or less.

      Subject to legal highways.

      Parcel No. 70A: A parcel of land situated in the North Half (1/2)
  of the Northeast Quarter (1/4) of Section 34, T-7-N, R-8-E, Swancreek
  Township, Fulton County, Ohio, and more particularly described as
  follows:

      Beginning at a railroad spike on the North line of Section 34, T-7-
  N, R-8-E, Swancreek Township, Fulton County, Ohio, said railroad
  spike being North 87 degrees -13' West a distance of 515.25 feet from the
  Northeast corner of said Section 34; thence South 3 degrees -23' West a
  distance of 30.00 feet to an iron pin on the Southerly right-of-way line
  of County Road "D"; thence continuing South 3 degrees -23' West along the




                     A-288
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                                                                            (TE)


    same line a distance of 190.00 feet to an iron pin; thence North 87
    degrees-13' West a distance of 150.00 feet to an iron pin; thence North 3 
    degrees-23' East a distance of 190.00 feet to an iron pin and the Southerly
    right-of-way line of County Road "D"; thence continuing North 3 degrees-23' 
    East a distance of 30.00 feet to a railroad spike on the North line of
    said Section 34; thence South 87 degrees-13' East a distance of 150.00
    feet along the North line of said Section 34 to a railroad spike and the
    place of beginning.

        Containing 0.76 acres of land, more or less, but subject to all legal
    highways and easements of public record and of record in respective
    utility offices.

        Parcel No. 83A: Situated in the Township of Washington. County
    of Henry and State of Ohio and known as:

        A parcel of land being situated in the Southeast 1/4 of the
    Southeast 1/4 of Section 15, Town 6 North, Range 8 East, and which is
    more particularly described as follows:

        Commencing at a railroad spike in the Southeast corner of said
    Section 15; thence North 0 degrees 00 minutes East along the East line
    of said Section 15 a distance of 420.16 feet to a PK spike and the place
    of beginning; thence South 89 degrees 37 minutes West a distance of
    295.16 feet to an iron pin: thence North 0 degrees 00 minutes East a
    distance of 125.00 feet to an iron pin; thence North 89 degrees 37
    minutes East a distance of 295.16 feet to a point on the East line of said
    Section 15; thence South 0 degrees 00 minutes West along the East line
    of said Section 15 a distance of 125.00 feet to a PK spike to the place of
    beginning, containing 0.85 acre of land more or less, but subject to all
    legal highways.

    4.  Allen Junction Centennial Line, situated in the Township of
Sylvania, County of Lucas, State of Ohio, and described as:

        Parcel No. 2: A parcel of land being part of the Westerly twenty-
    five (25) rods of the following described parcel of land: That part of
    the East forty (40) acres of the Southwest fractional quarter (1/4) of
    Section one (1), Town nine (9) South, Range five (5) East, in Sylvania
    Township, Lucas County, Ohio, lying South of the Ohio-Michigan State
    Line, more particularly described as follows: Beginning at the inter-





                                     A-289
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                                                                            (TE)



section of the North and South center line of Section one (1), Town
nine (9) South, Range five (5) East with the Ohio-Michigan State
Line; thence South along the North and South center line of Section one
(1), a distance or twenty-five hundred thirteen and fifty-one hun-
dredths (2513.51) feet to the South quarter (1/4) corner of said
Section one (1); thence West along the South line of said Section one
(1), a distance of six hundred sixty-nine and ninety hundredths
(669.90) feet to a point, thence North a distance of twenty-five
hundred two and ninety-six hundredths (2502.96) feet to the Ohio-
Michigan State Line, said point being six hundred sixty-nine and
ninety-eight hundredths (669.98) feet West of the North and South
center line of said Section one (1), measured along the Ohio-Michigan
State Line; thence East along the Ohio-Michigan State Line, a distance
of six hundred sixty-nine and ninety-eight hundredths (669.98) feet to
the place of beginning. Subject to legal highways, said parcel of land
being bounded and described as follows:

    Commencing at the intersection of the north line of the southwest
one-quarter (1/4) of Section 1 and the west line of the southwest one-
quarter (1/4) of Section 1; thence in a southerly direction along the
said west line of the southwest one-quarter (1/4) of Section 1, having
an assumed bearing of south one (01) degree, thirty-six (36) minutes,
fifty-nine (59) seconds west a distance of one hundred twenty-three
and thirty-six hundredths (123.36) feet to the intersection of the Ohio-
Michigan State Line; thence north eighty-nine (89) degrees, fifty-six
(56) minutes, fifty-three (53) seconds east along the said Ohio-
Michigan State Line, a distance of one thousand eight hundred twenty-
five and thirty-six hundredths (1825.36) feet to the intersection of the
west line of the cut forty (40) acres of the said southwest one-quarter
(1/4) of Section 1, said intersection also being the true point of
beginning; thence continuing north eighty-nine (89) degrees, fifty-six
(56) minutes, fifty-three (53) seconds east along the said Ohio-
Michigan State Line, a distance of four hundred twelve and fifty-four
hundredths (412.54) feet to the intersection of the east line of the west
twenty-five (25) rods of the east forty (40) acres of the southwest one-
quarter (1/4) of Section 1; thence south zero (00) degrees, forty-six
(46) minutes, fifty-six (56) seconds west along the said east line of the
west twenty-five (25) rods of the east forty (40) acres of the southwest
one-quarter (1/4) of Section 1, a distance of two hundred ninety and


                        A-290
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                                                                            (TE)


two hundredths (290.02) feet to the intersection of a line drawn two
hundred ninety and no hundredths (290.00) feet southerly of and
parallel to the said Ohio-Michigan State Line; thence south eighty-nine
(89) degrees, fifty-six (56) minutes, fifty-three (53) seconds west along
said line drawn two hundred ninety and no hundredths (290.00) feet
southerly of and parallel to the said Ohio-Michigan State Line, a
distance of four hundred twelve and fifty-four hundredths (412.54) feet
to the intersection of the said west line of the east forty (40) acres of the
southwest one-quarter (1/4) of Section 1; thence north zero (00)
degrees, forty-six (46) minutes, fifty-six (56) seconds east along the
said west line of the east forty (40) acres of the southwest one-quarter
(1/4) of Section 1, a distance of two hundred ninety and two
hundredths (290.02) feet to the true point of beginning.

    Containing 2.75 acres of land more or less.

    Parcel No. 3: A parcel of land being part of that part of the west
one-half (1/2) of the west one-half (1/2) of the west one-half (1/2) of
the southeast fractional quarter (1/4) of Section one (1) Town nine
(9) South, Range five (5) East, in Sylvania Township, Lucas County,
Ohio, lying south of the Ohio-Michigan State Line, and also being pan
of that part of the east forty (40) acres of the southwest fractional
quarter (1/4) of Section one (1), Town nine (9) South, Range five (5)
East, in Sylvania Township, Lucas County, Ohio, lying south of the
Ohio-Michigan State Line and excepting the           westerly 25
rods, said parcel of land being bounded and described as follows:

    Commencing at the intersection of the north line of the said
southeast one-quarter (1/4) of Section 1 and the east line of the said
southeast one-quarter (1/4) of Section 1; thence in a southerly direction
along the said east line of the southeast one-quarter (1/4) of Section 1,
having an assumed bearing of south zero (00) degrees, seventeen (17)
minutes, seven (07) seconds west, a distance of forty-four and eighty-
eight hundredths (44.88) feet to the intersection of the Ohio-Michigan
State Line; thence south eighty-nine (89) degrees, fifty-six (56)
minutes, fifty-three (53) seconds west along the said Ohio-Michigan
State Line, a distance of two thousand one hundred ninety-eight and
twenty-eight hundredths (2198.28) feet to the intersection of the east
line of the said west one-half (1/2) of the west one-half (1/2) of the
west one-half (1/2) of the southeast one-quarter (1/4) of Section 1,





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said intersection also being the true point of beginning; thence south
zero (00) degrees, forty-three (43) minutes, twelve (12) seconds west
along the said east line of the west one-half (1/2) of the west one-half
(1/2) of the west one-half (1/2) of the southeast one-quarter (1/4) of
Section 1, a distance of two hundred ninety and two hundredths
(290.02) feet to the intersection of a line drawn two hundred ninety
and no hundredths (290.00) feet southerly of and parallel to the said
Ohio-Michigan State Line; thence south eighty-nine (89) degrees, fifty-
six (56) minutes, fifty-three (53) seconds west along said line drawn
two hundred ninety and no hundredths (290.00) feet southerly of and
parallel to the Ohio-Michigan State Line, a distance of five hundred
seventy-three and eighty-six hundredths (573.86) feet to the inter-
section of the east line of the west twenty-five (25) rods of the east forty
(40) acres of the southwest one-quarter (1/4) of Section 1; thence
north zero (00) degrees, forty-six (46) minutes, fifty-six (56) seconds
east along the said east line of the west twenty-five (25) rods of the east
forty (40) acres of the southwest one-quarter (1/4) of Section 1, a
distance of two hundred ninety and two hundredths (290.02) feet to
the intersection of the said Ohio-Michigan State Line; thence north
eighty-nine (89) degrees, fifty-six (56) minutes, fifty-three (53) sec-
onds east along the said Ohio-Michigan State Line, a distance of five
hundred seventy-three and fifty-four hundredths (573.54) feet to the
true point of beginning.

    Containing 3.82 acres of land more or less.

    Parcel No. 4: A parcel of land being part of the east one-half (1/2)
of the west one-quarter (1/4) of the southeast one-quarter (1/4) and
the east one-half (1/2) of the west one-half (1/2) of the said southeast
one-quarter (1/4) of Section 1, Town 9 South, Range S East, lying
south of the Ohio-Michigan State Line in Sylvania Township, Lucas
County, Ohio, said parcel of land being bounded and described as
follow:

    Commencing at the intersection of the north line of the said
southeast one-quarter (1/4) of Section 1 and the east line of the said
southeast one-quarter (1/4) of Section 1; thence in a southerly direction
along the said east line of the southeast one-quarter (1/4) of Section 1
having an assumed bearing of south zero (00) degrees, seventeen (17)
minutes, seven (07) seconds west, a distance of forty-four and eighty-





                     A-292
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                                                                            (TE)


eight hundredths (44.88) feet to the intersection of the Ohio-Michigan
State Line; thence south eighty-nine (89) degrees, fifty-six (56)
minutes, fifty-three (53) seconds west along the said Ohio-Michigan
State Line, a distance of one thousand two hundred fifty-six and eleven
hundredths (1256.11) feet to the intersection of thc east line of the said
east one-half (1/2) of the west one-half (1/2) of the southeast one-
quarter (1/4) of Section 1, said intersection being the true point of
beginning; thence south zero (00) degrees, thirty-two (32) minutes,
zero (00) seconds west along the said east line of the east one-half
(1/2) of the west one-half (1/2) of the southeast one-quarter (1/4) of
Section 1, a distance of two hundred ninety and two hundredths
(290.02) feet to the intersection of a line drawn two hundred ninety
and no hundredths (290.00) feet southerly of and parallel to the Ohio-
Michigan State Line; thence south eighty-nine (89) degrees, fifty-six
(56) minutes, fifty-three (53) seconds west along said line drawn two
hundred ninety and no hundredths (290.00) feet southerly of and
parallel to the Ohio-Michigan State Line, a distance of nine hundred
forty-three and twelve hundredths (943.12) feet to the intersection of
the west line of the said east one-half (1/2) of the west one-quarter
(1/4) of the southeast one-quarter (1/4) of Section 1; thence north
zero (00) degrees, forty-three (43) minutes, twelve (12) seconds east
along the said west line of the east one-half (1/2) of the west one-
quarter (1/4) of the southeast one-quarter (1/4) of Section 1, a
distance of two hundred ninety and two hundredths (290.02) feet to
the intersection of the Ohio-Michigan State Line; thence north eighty-
nine (89) degrees, fifty-six (56) minutes, fifty-three (53) seconds east
along the Ohio-Michigan State Line, a distance of nine hundred forty-
two and seventeen hundredths (942.17) feet to the true point of
beginning.

    Containing 6.28 acres of land more or less.

    Parcel No. 5: A parcel of land being part of the west one-half
(1/2) of the east one-half (1/2) of the southeast one-quarter (1/4) of
Section 1- Town 9 South, Range 5 East, lying southerly of the Ohio-
Michigan State Line in Sylvania Township, Lucas County, Ohio, said
parcel of land being bounded and described as follows:

    Commencing at the intersection of the north line of the said
southeast one-quarter (1/4) of Section 1 and the east line of the said
southeast one-quarter (1/4) of Section 1; thence in a southerly direction




                                     A-293
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                                                                            (TE)


along the said east line of the southeast one-quarter of Section 1, having
an assumed bearing of south zero (00) degrees, seventeen (17)
minutes, seven (07) seconds west, a distance of forty-four and eighty-
eight hundredths (44.88) feet to the intersection of the Ohio-Michigan
State Line; thence south eighty-nine (89) degrees, fifty-six (56)
minutes, fifty-three (53) seconds west along the Ohio-Michigan State
Line, a distance of six hundred twenty-eight and four hundredths
(628.04) feet to the intersection of the cast line of the said west one-half
(1/2) of the east one-half (1/2) of the southeast one-quarter (1/4) of
Section 1, said intersection also being the true point of beginning;
thence south zero (00) degrees, twenty-four (24) minutes, thirty-four
(34) seconds west along the said east line of the west one-half (1/2) of
the east one-half (1/2) of the southeast one-quarter (1/4) of Section 1,
a distance of two hundred ninety and no hundredths (290.00) feet to
the intersection of a line drawn two hundred ninety and no hundredths
(290.00) feet southerly of and parallel to the said Ohio-Michigan State
Line; thence south eighty-nine (89) degrees, fifty-six (56) minutes,
fifty-three (53) seconds west along said line drawn two hundred ninety
and no hundredths (290.00) feet southerly of and parallel to the said
Ohio-Michigan State Line, a distance of six hundred twenty-eight and
seventy hundredths (628.70) feet to the intersection of the west line of
the west one-half (1/2) of the east one-half (1/2) of the southeast one-
quarter (1/4) of Section 1; thence north zero (00) degrees, thirty-two
(32) minutes, zero (00) seconds east along the said west line of the
west one-half (1/2) of the east one-half (1/2) of the southeast one-
quarter (1/4) of Section 1, a distance of two hundred ninety and two
hundredths (290.02) feet to the intersection of the Ohio-Michigan State
Line; thence north eighty-nine (89) degrees, fifty-six (56) minutes,
fifty-three (53) seconds east along the said Ohio-Michigan State Line, a
distance of six hundred twenty-eight and seven hundredths (628.07)
feet to the true point of beginning.

    Containing 4.18 acres of land more or less.

    Parcel No. 6: A parcel of land being part of the southeast one-
quarter (1/4) of Section 1, Town nine (9) South, Range five (5) East,
lying south of the Ohio-Michigan State Line in Sylvania Township,
Lucas County, Ohio, said parcel of land being bounded and described
as follows:




                     A-294
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                                                                            (TE)


    Commencing at the intersection of the north line of the said
southeast one-quarter (1/4) and the east line of the said southeast one-
quarter (1/4); thence in a southerly direction along the said east line of
the southeast one-quarter (1/4) of Section 1, having an assumed
bearing of south zero (00) degrees, seventeen (17) minutes, seven (07)
seconds west, a distance of forty-four and eighty-eight hundredths
(44.88) feet to the intersection of the Ohio-Michigan State Line, said
intersection also being the true point of beginning; thence continuing
south zero (00) degrees, seventeen (17) minutes, seven (07) seconds
west along the said east line of the southeast one-quarter (1/4) of
Section 1, a distance of one hundred twenty-three and thirteen hun-
dredths (123.13) feet to the intersection of the northerly line of a parcel
of land as described in Volume 1851, Page 474, Lucas County Deed
Records; thence north eighty-nine (89) degrees, thirty-seven (37)
minutes, eleven (11) seconds west along the said northerly line of a
parcel of land as described in Volume 1851, Page 474, Lucas County
Deed Records, a distance of three hundred thirty and no hundredths
(330.00) feet to the intersection of the westerly line of a parcel of land
as described in Volume 1851, Page 474, Lucas County Deed Records;
thence south zero (00) degrees, seventeen (17) minutes, seven (07)
seconds west along the said westerly line of a parcel of land as
described in Volume 1851, Page 474, Lucas County Deed Records, a
distance of one hundred sixty-nine and thirty-seven hundredths
(169.37) feet to the intersection of a line drawn two hundred ninety
and no hundredths (290.00) feet southerly of and parallel to the said
Ohio-Michigan State Line; thence south eighty-nine (89) degrees, fifty-
six (56) minutes, fifty-three (53) seconds west along said line drawn
two hundred ninety and no hundredths (290.00) feet southerly of and
parallel to the Ohio-Michigan State Line, a distance of two hundred
ninety-eight and sixty-six hundredths (298.66) feet to the intersection
of the west line of the east one-quarter (1/4) of the southeast one-
quarter (1/4) of Section 1; thence north zero (00) degrees, twenty-four
(24) minutes, thirty-four (34) seconds east along the said west line of
the east one-quarter (1/4) of the southeast one-quarter (1/4) of
Section 1, a distance of two hundred ninety and no hundredths
(290.00) feet to the intersection of the said Ohio-Michigan State Line;
thence north eighty-nine (89) degrees, fifty-six (56) minutes, fifty-three
(53) seconds cast along the said Ohio-Michigan State Line, a distance
of six hundred twenty-eight and four hundredths (628.04) feet to the
true point of beginning.



                                     A-295
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                                                                            (TE)


    Containing 2.97 acres of land more or less.

    Subject to legal highways.

    Parcel No. 9A: A parcel of land being part of that part of the West
one-half( 1/2) of the Southwest quarter (1/4) of Section six (6), Town
nine (9) South, Range six (6) East, in Sylvania Township, Lucas
County, Ohio, excepting therefrom the East one hundred sixty (160)
feet of the South two hundred seventy-two and three-tenths (272.3)
feet Subject to legal highways; said parcel of land being bounded and
described as follows:

    Commencing at the intersection of the north line of the said
southwest one-quarter (1/4) of Section 6 and the west line of the said
west one-half (1/2) of the southwest one-quarter (1/4) of Section 6;
thence in a southerly direction along the said west line of the west one-
half (1/2) of the southwest one-quarter (1/4) of Section 6, having an
assumed bearing of south zero (00) degrees, seventeen (17) minutes,
seven (07) seconds west, a distance of forty-four and eighty-eight
hundredths (44.88) feet to the intersection of the Ohio-Michigan State
Line, said intersection being the true point of beginning: thence north
eighty-nine (89) degrees, fifty-six (56) minutes, fifty-three (53) sec-
onds east along the said Ohio-Michigan State Line, a distance of
twenty-one and twenty-one hundredths (21.21) feet to an angle point
in the Ohio-Michigan State Line, said angle point in the Ohio-Michigan
State Line being marked by the standard Ohio-Michigan marking post;
thence south eighty-nine (89) degrees, fifty-three (53) minutes, fifty-
seven (57) seconds east along the said Ohio-Michigan State Line, a
distance of one thousand two hundred thirty and seventy-eight hun-
dredths (1230.78) feet to the intersection of the east line of the said
west one-half (1/2) of the southwest one-quarter (1/4) of Section 6;
thence south zero (00) degrees, sixteen (16) minutes, forty-three (43)
seconds west along the said east line of the west one-half (1/2) of the
southwest one-quarter (1/4) of Section 6, a distance of two hundred
ninety and no hundredths (290.00) feet to the intersection of a line
drawn two hundred ninety and no hundredths (290.00) feet southerly
of and parallel to the said Ohio-Michigan State Line; thence north
eighty-nine (89) degrees, fifty-three (53) minutes, fifty-seven (57)
seconds west along said line drawn two hundred ninety and no




                       A-296
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                                                                            (TE)


hundredths (290.00) feet southerly of and parallel to the Ohio-
Michigan State Line, a distance of one thousand two hundred twenty-
nine and fifty hundredths (1229.50) feet to the intersection of a line
drawn two hundred ninety and no hundredths (290.00) feet southerly
of and parallel to the said Ohio-Michigan State Line; thence south
eighty-nine (89) degrees, fifty-six (56) minutes, fifty-three (53) sec-
onds west along said line drawn two hundred ninety and no hundredths
(290.00) feet southerly of and parallel to the Ohio-Michigan State Line,
a distance of twenty-two and fifty-three hundredths (22.53) feet to the
intersection of the said west line of the west one-half (1/2) of the
southwest one-quarter (1/4) of Section 6; thence north zero (00)
degrees, seventeen (17) minutes, seven (07) seconds east along the
said west line of the west one-half (1/2) of the southwest one-quarter
(1/4) of Section 6, a distance of two hundred ninety and no hundredths
(290.00) feet to the true point of beginning.

    Containing 8.36 acres of land more or less.

    Subject to legal highways.

    Parcel No. 9B: A parcel of land being pan of Parcel I: The East
quarter (1/4) of the Southwest quarter (1/4) of Section six (6), Town
nine (9) South, Range six (6) East, in Sylvania Township, Lucas
County, Ohio. Subject to legal highways. Parcel II: The West one-half
(1/2) of the Northeast quarter (1/4) of the Southwest quarter (1/4)
of Section six (6), Town nine (9) South, Range six (6) East, in
Sylvania Township, Lucas County, Ohio. Subject to legal highways.
The West quarter (1/4) of the Southeast quarter (1/4) of Section six
(6), Town nine (9) South, Range six (6) East, in Sylvania Township,
Lucas County, Ohio. Subject to legal highways. Said parcel of land
being bounded and described as follows:

   Commencing at the intersection of the north line of the southwest
one-quarter (1/4) of Section 6 and the west line of said west one-half
(1/2) of the northeast one-quarter (1/4) of the southwest one-quarter
(1/4) of Section 6; thence in a southerly direction along the said west
line of the west one-half (1/2) of the northeast one-quarter (1/4) of
the southwest one-quarter (1/4) of Section 6, having an assumed
bearing of south zero (00) degrees, sixteen (16) minutes, forty-three
(43) seconds west, a distance of thirty-two and sixty-five hundredths





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                                                                            (TE)




(32.65) feet to the intersection of the Ohio-Michigan State Line; said
intersection being the true point of beginning; thence south eighty-nine
(89) degrees, fifty-three (53) minutes, fifty-seven (57) seconds east
along the said Ohio-Michigan State Line, a distance of one thousand
nine hundred ten and fifty-five hundredths (1910.55) feet to the
intersection of the east line of the said west one-quarter (1/4) of the
southeast one-quarter (1/4) of Section 6; thence south zero (00)
degrees, seventeen (17) minutes, thirty-four (34) seconds west along
the said east line of the west one-quarter (1/4) of the southeast one-
quarter (1/4) of Section 6, a distance of two hundred ninety and no
hundredths (290.00) feet to the intersection of a line drawn two
hundred ninety and no hundredths (290.00) feet southerly of and
parallel to the said Ohio-Michigan State Line; thence north eighty-nine
(89) degrees, fifty-three (53) minutes, fifty-seven (57) seconds west
along said line drawn two hundred ninety and no hundredths (290.00)
feet southerly of and parallel to the Ohio-Michigan State Line, a
distance of one thousand nine hundred ten and forty-eight hundredths
(1910.48) feet to the intersection of the said west line of the west one-
half (1/2) of the northeast one-quarter (1/4) of the southwest one-
quarter (1/4) of Section 6; thence north zero (00) degrees, sixteen
(16) minutes, forty-three (43) seconds east along the said west line of
the west one-half (1/2) of the northeast one-quarter (1/4) of the
southwest one-quarter (1/4) of Section 6, a distance of two hundred
ninety and no hundredths (290.00) feet to the true point of beginning.

    Containing 12.72 acres of land more or less.

    Parcel No. 9C: A parcel of land being pan of the southeast one-
quarter (1/4) of Section 1, Town nine (9) South, Range five (5) East,
lying south of the Ohio-Michigan State Line in Sylvania Township,
Lucas County- Ohio, said parcel of land being bounded and described
as follows:

    Commencing at the intersection of the north line of the southeast
one-quarter (1/4) of Section 1 and the east line of the southeast one-
quarter (1/4) of Section 1; thence in a southerly direction along the
said east line of the southeast one-quarter (1/4) of Section 1, having an
assumed bearing of south zero (00) degrees, seventeen (17) minutes,
seven (07) seconds west, a distance of one hundred sixty-eight and one
hundredth (168.01) feet to the intersection of the northerly line of a




                       A-298
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                                                                            (TE)




parcel of land as described in Volume 1851, Page 474, Lucas County
Deed Records, said intersection also being the true point of beginning;
thence continuing south zero (00) degrees, seventeen (17) minutes,
seven (07) seconds west along the said east line of the southeast one-
quarter (1/4) of Section 1, a distance of one hundred sixty-six and
eighty-eight hundredths (166.88) feet to the intersection of a line
drawn two hundred ninety and no hundredths (290.00) feet southerly
of and parallel to the said Ohio-Michigan State Line; thence south
eighty-nine (89) degrees, fifty-six (56) minutes, fifty-three (53) sec-
onds west along said line drawn two hundred ninety and no hundredths
(290.00) feet southerly of and parallel to the Ohio-Michigan State Line,
a distance of three hundred thirty and no hundredths (330.00) feet to
the intersection of the westerly line of a parcel of land as described in
Volume 1851, Page 474, Lucas County Deed Records; thence north
zero (00) degrees, seventeen (17) minutes, seven (07) seconds east
along the said westerly line of a parcel of land as described in Volume
1851, Page 474, Lucas County Deed Records, a distance of one
hundred sixty-nine and thirty-seven hundredths (169.37) feet to the
intersection of the said northerly line of a parcel of land as described in
Volume 1851, Page 474, Lucas County Deed Records; thence south
eighty-nine (89) degrees, thirty-seven (37) minutes, eleven (11)
seconds east along the said northerly line of a parcel of land as
described in Volume 1851, Page 474, Lucas County Deed Records, a
distance of three hundred thirty and no hundredths (330.00) feet to the
true point of beginning.

    Containing 1.27 acres of land more or less.

    Subject to legal highways.

    Parcel No. 10: A parcel of land being pan of the North one-half
(1/2) of the North one-half (1/2) of the East one-half (1/2) of the
West one-half (1/2) of the Southeast quarter (1/4) of Section six (6),
Town nine (9) South, Range six (6) East, in Sylvania Township, Lucas
County, Ohio, excepting therefrom the Southerly three (3) acres
thereof, and except the East twenty-five (25) feet thereof now in the
road; said parcel of land being bounded and described as follows:

    Commencing at the intersection of the Ohio-Michigan State Line
and the east line of the said north one-half (1/2) of the north one-half
(1/2) of the east one-half (1/2) of the west one-half (1/2) of the




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                                                                            (TE)



southeast one-quarter (1/4) of Section 6; thence in a southerly direction
along the said east line of the north one-half (1/2) of the north one-
half (1/2) of the east one-half (1/2) of the west one-half (1/2) of the
southeast one-quarter (1/4) of Section 6, a distance of two hundred
eighty-two and thirty-seven hundredths (282.37) feet to the intersection
of a line drawn two hundred eighty-two and thirty-seven hundredths
(282.37) feet southerly of and parallel to the said Ohio-Michigan State
Line, said intersection being the true point of beginning; thence in a
westerly direction along said line drawn two hundred eighty-two and
thirty-seven hundredths (282.37) feet southerly of and parallel to the
Ohio-Michigan State Line to the intersection of the west line of the said
north one-half (1/2) of the north one-half (1/2) of the east one-half
(1/2) of the west one-half (1/2) of the southeast one-quarter (1/4) of
Section 6; thence in a southerly direction along the said west line of the
north one-half (1/2) of the north one-half (1/2) of the east one-half
(1/2) of the west one-half (1/2) of the southeast one-quarter (1/4) of
Section 6, a distance of one hundred fifty and no hundredths (150.00)
feet to a point; thence in an easterly direction along a line drawn
parallel with the southerly line of the north one-half (1/2) of the north
one-half (1/2) of the east one-half (1/2) of the west one-half (1/2) of
the southeast one-quarter (1/4) of Section 6 to the intersection of the
said east line of the north one-half (1/2) of the north one-half (1/2) of
the east one-half (1/2) of the west one-half (1/2) of the southeast one-
quarter (1/4) of Section 6; thence in a northerly direction along the
said east line of the north one-half (1/2) of the north one-half (1/2) of
the east one-half (1/2) of the west one-half (1/2) of the southeast one-
quarter (1/4) of Section 6, a distance of one hundred fifty (150) feet to
the true point of beginning.

    Said exception containing two and two hundred sixty-seven
thousandths (2.267) acres of land more or less.

    Subject to legal highways.

    Parcel No. 13: The South twelve (12) rods of the North sixteen
(16) rods of the East quarter (1/4) of the Southeast quarter (1/4) of
Section six (6), Town nine (9) South, Range six (6) East in Sylvania
Township, Lucas County, Ohio, excepting therefrom the East thirty
(30) feet thereof.




                    A-300
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                                                                            (TE)




    Parcel No. 18: A parcel of land being pan of the west three
hundred eighty-five and forty-nine hundredths (385.49) feet of the
north four hundred fifty-two (452) feet of the north-west one-quarter
(1/4) of Section 8, Town 9 South, Range 6 East in Sylvania Township,
Lucas County, Ohio, said parcel of land being bounded and described
as follows:

    Commencing at the northwest corner of the said northwest one-
quarter (1/4) of Section 8; thence in a southerly direction along the
westerly line of the said northwest one-quarter (1/4) of Section 8
having an assumed bearing of south zero (00) degrees, sixteen (16)
minutes, fifty-seven (57) seconds west, a distance of one hundred
seventy-two and no hundredths (172.00) feet to the intersection of a
line drawn parallel to the northerly line of the said northwest one-
quarter (1/4) of Section 8, said intersection being the true point of
beginning; thence north eighty-eight (88) degrees, thirty-nine (39)
minutes, twenty-eight (28) seconds east along said line drawn parallel
to the northerly line of the northwest one-quarter (1/4) of Section 8, a
distance of one hundred sixty-three and no hundredths (163.00) feet to
the intersection of a line drawn parallel to the said westerly line of the
northwest one-quarter (1/4) of Section 8; thence south zero (00)
degrees, sixteen (16) minutes, fifty-seven (57) seconds west along said
line drawn parallel to the westerly line of the northwest one-quarter
(1/4) of Section 8, a distance of thirty-five and no hundredths (35.00)
feet to the intersection of a line drawn two hundred seven and no
hundredths (207.00) feet southerly of and parallel to the said northerly
line of the northwest one-quarter (1/4) of Section 8; thence north
eighty-eight (88) degrees, thirty-nine (39) minutes, twenty-eight (28)
seconds east along said line drawn two hundred seven and no hun-
dredths (207.00) feet southerly of and parallel to the northerly line of
the northwest one-quarter (1/4) of Section 8, a distance of two
hundred twenty-two and sixty-five hundredths (222.65) feet to the
intersection of a line drawn three hundred eighty-five and forty-nine
hundredths (385.49) feet easterly of and parallel to the said westerly
line of the northwest one-quarter (1/4) of Section 8; thence south zero
(00) degrees, sixteen (16) minutes, fifty-seven (57) seconds west along
said line drawn three hundred eight-five and forty-nine hundredths
(385.49) feet easterly of and parallel to the westerly line of the





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                                                                            (TE)





northwest one-quarter (1/4) of Section 8, a distance of two hundred
forty-five and eighteen hundredths (245.18) feet to the intersection of a
line drawn four hundred fifty-two and no hundredths (452.00) feet
southerly of and parallel to the said northerly line of the northwest one-
quarter (1/4) of Section 8; thence south eighty-eight (88) degrees,
thirty-nine (39) minutes, twenty-eight (28) seconds west along said
line drawn four hundred fifty-two and no hundredths (452.00) feet
southerly of and parallel to the northerly line of the northwest one-
quarter (1/4) of Section 8, a distance of three hundred eighty-five and
sixty-five hundredths (385.65) feet to the intersection of the said
westerly line of the northwest one-quarter (1/4) of Section 8; thence
north zero (00) degrees, sixteen (16) minutes, fifty-seven (57) seconds
east along the said westerly line of the northwest one-quarter (1/4) of
Section 8, a distance of two hundred eighty and eighteen hundredths
(280.18) feet to the true point of beginning. Containing 2.301 acres of
land more or less. Subject to legal highways.



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    1. Midway to Allen Junction Line, situated in the Village of Berkey,
County of Lucas, State of Ohio, and described a:

       Parcel No. 7: A parcel of land being part of the following: East
    forty-six and sixty-seven hundredths (46.67) acres of the Southwest
    quarter (1/4) of Section three (3), Town nine (9) South, Range five
    (5) East in the Village of Berkey, Lucas County, Ohio, excepting
    therefrom the West one hundred (100) feet of the South three hundred
    thirty-five (335) feet, and also except that part thereof described as
    follows:

       Beginning at a point on the South line of said Section three (3)
    seventy-nine and seventy-three hundredths (79.73) feet West of the





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                                                                            (TE)





    South quarter (1/4) post; thence West along said South line of Section
    three (3), a distance of five hundred (500) feet to a point; thence,
    North deflecting eighty-eight (88) degrees, fifty-one (51) minutes to
    the right a distance of six hundred thirty-eight and ninety-one hun-
    dredths (638.91) feet to a point; thence East a distance of five hundred
    (500) feet to a point six hundred thirty-seven and ten hundredths
    (637.10) feet North of the South Line of said Section three (3); thence
    South on a direct line a distance of six hundred thirty-seven and ten
    hundredths (637.10) feet to the point of beginning, subject to legal
    highways.

       Said parcel of land being bounded and described as follows:

       Beginning at the intersection of the east line of the said east forty-
    six and sixty-seven hundredths (46.67) acres of the southwest one-
    quarter (1/4) of Section Three (3) and the Ohio-Michigan State Line;
    thence in a southerly direction along the said cast line of the east forty-
    six and sixty-seven hundredths (46.67) acres of the southwest one-
    quarter (1/4) of Section Three (3), a distance of four hundred (400)
    feet to the intersection of a line drawn four hundred (400) feet
    southerly of and parallel to the said Ohio-Michigan State Line; thence
    in a westerly direction along said line drawn four hundred (400) feet
    southerly of and parallel to the Ohio-Michigan State Line, a distance of
    eight hundred sixty-five (865) feet to the intersection of the west line of
    the said cast forty-six and sixty-seven hundredths (46.67) acres of the
    southwest one-quarter (1/4) of Section Three (3); thence in a northerly
    direction along the said west line of the east forty-six and sixty-seven
    hundredths (46.67) acres of the southwest one-quarter (1/4) of Section
    Three (3), a distance of four hundred (400) feet to the intersection of
    the said Ohio-Michigan State Line; thence in an easterly direction along
    said Ohio-Michigan State Line, a distance of eight hundred sixty-six
    (866) feet to the point of beginning.

       Containing 7.95 acres of land, more or less.

    2. Lemoyne to Midway Line, situated in the Township of Waterville,
County of Lucas, State of Ohio, and described as:

       Parcel No. 38: That part of the northeast one-quarter (1/4) of
    Section 19, Town six (6) North, Range ten (10) East in Waterville





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                                                                            (TE)





    Township, Lucas County, Ohio, lying northerly of the Maumee River,
    also known as Original Lot # 1 said Section, described as follows:

       Beginning at a point in the center of the River Road on the north
    line of said Section; thence running southwest along the center line of
    said River Road one hundred ten and no hundredths (110.00) feet;
    thence southeast at right angles to said River Road to the Maumee
    River; thence northeasterly along said river to the north line of said
    section: thence west along said north line to the point of beginning; also
    that portion of said Original Lot No. 1 lying northerly of the centerline
    of said River Road, and northeast of a line forming a right angle to the
    centerline of said River Road one hundred ten and no hundredths
    (110.00) feet southwest of its intersection, with the north line of said
    lot; subject to all legal highways and subject to all the rights of the
    Miami and Erie Canal.

    3. Lemoyne to Midway Line, situated in the Township of Middleton,
County of Wood, State of Ohio, and described as:

       Parcel No. 48: A parcel of land being part of Fractional Section 15,
    Town Six (6) North, Range ten (10) East, in Middleton Township,
    Wood County, Ohio, said parcel of land being bounded and described
    as follows:

       Commencing at the intersection of the centerline of State Route 64
    and the south line of said Fractional Section 15, thence in a north-
    westerly direction along the said centerline of State Route 64, having an
    assumed bearing of North fifteen (15) degrees, fifty-one (51) minutes,
    ten (10) seconds West, a distance of three hundred fifty-two and zero
    hundredths (352.00) feet to the intersection of the southerly line of a
    parcel of land as described in Volume 382, Page 598, Wood County
    Deed Records, said intersection being the true point of beginning;
    thence continuing North fifteen (15) degrees, fifty-one (51) minutes,
    ten (10) seconds West along the said centerline of State Route 64, a
    distance of twenty-four and seventy-five hundredths (24.75) feet to the
    intersection of the centerline of a Toledo Edison Company Trans-
    mission Line; thence continuing North fifteen (15) degrees, fifty-one
    (51) minutes, ten (10) seconds West along the said centerline of State
    Route 64, a distance of seventy-two and seventy-three hundredths
    (72.73) feet to the intersection of a line drawn seventy and zero





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hundredths (70.00) feet northerly of and parallel to the said centerline
of a Toledo Edison Company Transmission Line; thence North eighty-
nine (89) degrees, fifty-three (53) minutes, fifty (50) seconds East
along said line drawn seventy and zero hundredths (70.00) feet
northerly of and parallel to the centerline of a Toledo Edison Company
Transmission Line a distance of fifty and eighteen hundredths (50.18)
feet to an angle point; thence North eighty-seven (87) degrees, forty-
two (42) minutes, twenty (20) seconds East along a line drawn seventy
and zero hundredths (70.00) feet northerly of and parallel to the said
centerline of a Toledo Edison Company Transmission Line, a distance
of three hundred thirteen and eighty-three hundredths (313.83). feet
more or less to the intersection of the easterly line of a parcel of land as
described in Volume 382, Page 598, Wood County Deed Records;
thence South one (01) degree, forty-six (46) minutes, forty (40)
seconds East along the said easterly line of a parcel of land as described
in Volume 382, Page 598, Wood County Deed Records, a distance of
seventy and zero hundredths (70.00) feet to the intersection of the said
centerline of a Toledo Edison Company Transmission Line; thence
continuing South one (01) degree, forty-six (46) minutes, forty (40)
seconds East along the said easterly line of a parcel of land as described
in Volume 382, Page 598, Wood County Deed Records, a distance of
ten and seventy-three hundredths (10.73) feet to the intersection of the
said southerly line of a parcel of and as described in Volume 382, Page
598, Wood County Deed Records, thence South eighty-five (85)
degrees, forty (40) minutes, two (02) seconds West along the said
southerly line of a parcel of land as described in Volume 382, Page 598,
Wood County Deed Records, a distance of three hundred forty and
sixty-one hundredths (340.61) feet more or less to the true point of
beginning. Containing 0.704 acres of land more or less. Subject to legal
highways.

    Parcel No. 49: Being a parcel of land in the southwest part of
section fifteen (15), Town six (6) North, Range ten (10) East,
Middleton Township, Wood County, Ohio; being all the land lying
north of the south line of said Section and between the center line of
State Route Number sixty-four (64) and the west line of said section,
containing one and thirty-four hundredths (1.34) acres of land, more or
less.

    Subject to all legal highways.





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    1. Beaver Valley Power Station Units No. 1 and No. 2 Addition,
situated in the Borough of Shippingport, Beaver County, Com-
monwealth of Pennsylvania, formerly known as the Kerr Tract and
described as:

       An undivided 9.955% interest in the following described real
    property, situated in the Borough of Shippingport, County of
    Beaver and Commonwealth of Pennsylvania:

       Beginning at a point in the centerline of a public road (Legislative
    Route No. 483) and the southwesterly line of land of the Borough of
    Shippingport; thence along line of land of the Borough of Shippingport the
    following two (2) courses and distances: South 52 degrees 30' 00" East,
    701.46 feet and North 47 degrees 15'




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    00" East, 359.00 feet to a point; thence along line of lands now or
    formerly of F. Hursti, C. Lawson, P. J. Morrow, C. W. Lawson, D.  Gardner,
    R. E. Pence and R. A. Kiss South 52 degrees 30' 00" East, 1,744.38 feet to
    a point; thence by a line through land of which this is a part, South 40
    degrees 59' 11" West, 620.98 feet to a point of land now or formerly of
    Duquesne Light Company and A. J. Morrow heirs; thence along line of land
    now or formerly A. J. Morrow heirs the following three courses and
    distances: North 74 degrees 30' 00" West, 1,836.78 feet; South 47 degrees
    30' 00" West, 217.80 feet; and North 56 degrees 30' 00" West, 300.00 feet
    to a point; thence along line of lands now or formerly of Mary Karin and
    Duquesne Light Company North 36 degrees 15' 00" East, 214.50 feet to a
    point; thence continuing along line of land of Duquesne Light Company.
    North 56 degrees 30' 00" West, 408.37 feet to a point in the centerline of
    public road (Legislative Route No. 483); thence along said centerline North
    36 degrees 15' 00" East, 1,003.82 feet to a point at the place of
    beginning.

    2. Easement interests in various parcels of land forming part of the
Perry Plant Spur Track, situated in the Townships of Painesville and
Perry, Lake County, State of Ohio and described as follows:

    An undivided 19.91% interest in the following described ease-
ments:


                                  Parcel 6-R

    An easement recorded in Volume 971 Page 866 et seq. of Lake
County Records in and to the following described land:

    Situated in the Township of Painesville, County of Lake, State of
Ohio, shown on Exhibit "A" attached hereto and incorporated herein
by reference, and more particularly described as follows:

Parcel One

    Approximately 1.812 acres situated in the Township of Painesville,
County of Lake, State of Ohio, being a part of Lots 26 and 25, Tract 1
described as follows:

    A strip of land, fifty-four (54) feet in width, measuring 27 feet
each side of the following described centerline:



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    Beginning at a point on the south line of said Lot 26, being 234.57 feet
easterly from a stone monument located at the intersection of Bacon Road and
Lake Road (said point of beginning being further identified as the intersection
of the northerly line of land of the Fairport, Painesville and Eastern Railroad
Company and the centerline of existing tract); thence, along the arc of a
circle deflecting to the right (the radius of which is 881.95 feet, and the
chord of which bears N. 83 degrees 36' 15" E. and is 265.62 feet long) a
distance of 266.64 feet to a point of tangency, being 40 feet north of the
south line of said Lot 26; thence, S.  87 degrees 44' 05" E. (parallel to and
40 feet north of the south line of Lot 27) a distance of 1195.21 feet to the
Point of Ending.

Parcel Two

    Approximately 0.007 acres situated in the Township of Painesville,
County of Lake, State of Ohio, being a part of Lot 2 and Lot 25, Tract 1
described as follows:

    Commencing at a point being the "Point of Ending" of Parcel One
hereinbefore described; thence along the centerline of Parcel One N.  87
degrees 44' 05" W. 51.145 feet to a point: thence S. 25 degrees 44' 05" E.
30.58 feet to a point of the southeasterly line of Parcel One, and being the
Point of Beginning of this Parcel Two; thence S. 25 degrees 44' 05" E. 15.43
feet to a point; thence S. 64 degrees 15' 55" W 15.00 feet to a point; thence
N. 25 degrees 44' 05" W. 23.41 feet to a point on the southeasterly line of
Parcel One; thence along the southeasterly line of Parcel One S. 87 degrees 44'
05" E. 16.99 feet to the "Point of Beginning" of this Parcel Two.

Parcel Three

    Approximately 4.005 acres situated in the Township of Painesville,
County of Lake, State of Ohio, being a part of Lots 25, 24 and 23, Tract
1 described as follows:

    A strip of land, fifty-four (54) feet in width, lying twenty-seven
(27) feet on each side of the hereinafter described centerline, except
that the easterly 8.00 feet adjoining the easterly line of Lot 23 shall be
80.00 feet wide, 40.00 feet on either side of the centerline, said
centerline being described as follows:

    Commencing at a point for corner of lands of IRC Fibers Co.,
being the northeast corner of Lot 2 and the northwest corner of Lot 3;
thence N. 0 degrees 06' 05" E. 13.01 feet to a point on the south line of
Parcel




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One hereinbefore described; thence along the south line of Parcel One
S. 87 degrees 44' 05" E. 32.0+ feet to a point; thence along the easterly line
of Parcel One N. 2 degrees 15' 55" E. 27.0 feet to a point being the Point of
Ending of Parcel One, and the Point of Beginning of this Parcel Three.

    Thence along the arc of a circle deflecting to the left (the radius of
which is 955.366 feet and the chord of which bears N. 68 degrees 57' 54.5" E.
and is 755.78 feet long) a distance of 777.03 feet, to a point of
tangency.

    Thence No. 45 degrees 39' 54" E. 429.56 feet to a point of curvature.

    Thence along the arc of a circle deflecting to the right (the radius
of which is 955.366 feet and the chord of which bears N. 68 degrees 50' 54.5"
E. and is 752.20 feet long) a distance of 773.14 feet to a point of
tangency.

    Thence S. 87 degrees 58' 05" E. 1251.23 feet to the Point of Ending (the
last mentioned course being 75 feet north of a parallel to the southerly
property line of Grantor in Lot 23).

                          Parcels 11-R, 12-R and 13-R

    An easement recorded in Volume 971 Page 39 et seq. of Lake
County Records in, over, under and across the following described
land:

    Situated in the Township of Perry, County of Lake and State of
Ohio and known as being parts of Original Perry Township Lots Nos.
79 and 80 and bounded and described as follows:

    Beginning on the center line of Blackmore Road, 60 feet wide, at
the most northerly corner of land conveyed to The Cleveland Electric
Illuminating Company by deed recorded in Volume 644, Page 459 of
Lake County Records;

    Course No. 1: Thence north 1 degrees 49' 29" west along the center line of
Blackmore Road 33.12 feet;

    Course. No. 2: Thence south 88 degrees 10' 31" west 14.00 feet;

    Course No. 3: Thence south 1 degrees 49' 29" east 24.28 feet to a point in
a line drawn parallel with and distance 15.00 feet northwesterly by




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rectangular measurement from the northwesterly line of land conveyed
to The Cleveland Electric Illuminating Company as aforesaid;

    Course No. 4: Thence south 55 degrees 31' 41" west along said parallel
    line 1376.37 feet to a point of curvature;

    Course No. 5: Thence north 34 degrees 28' 19" west 5.00 feet;

    Course No. 6: Thence southwesterly on a curved line deflecting to
the right an arc distance of 570.25 feet to a point of tangency, said curve
having a radius of 925.37 feet and a chord bearing south 73 degrees 10' 55.5"
west 561.28 feet;

    Course No. 7: Thence north 89 degrees 09' 50" west 35.00 feet;

    Course No. 8: Thence south 0 degrees 50' 10" west 5.00 feet;

    Course No. 9: Thence north 89 degrees 09' 50" west 957.00 feet;

    Course No. 10: Thence north 0 degrees 50' 10" east 25.00 feet;

    Course No. 11: Thence north 89 degrees 09' 50" west 52.00 feet;

    Course No. 12: Thence south 0 degrees 50' 10" west 25.00 feet;

    Course No. 13: Thence north 89 degrees 09' 50" west 1016.00 feet;

    Course No. 14: Thence north 0 degrees 50' 10" east 3.00 feet;

    Course No. 15: Thence north 89 degrees 09' 50" west 93.87 feet;

    Course No. 16: Thence north 1 degrees 09' 59" west 12.00 feet;

    Course No. 17: Thence north 89 degrees 09' 50" west 8.00 feet to the
westerly line of said original Lot No. 80;

    Course No. 18: Thence south 1 degrees 02' 40" east along said lot line
80.04 feet;

    Course No. 19: Thence south 89 degrees 09' 50" east 8.00 feet;

    Course No. 20: Thence north 1 degrees 09' 59" west 14.00 feet;

    Course No. 21: Thence south 89 degrees 09' 50" east 140.26 feet;

    Course No. 22: Thence north 0 degrees 50' 10" east 1.00 feet;

    Course No. 23: Thence south 89 degrees 09' 50" east 966.00 feet;





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    Course No. 24: Thence south 0 degrees 50' 10" west 25.00 feet;

    Course No. 25: Thence south 89 degrees 09' 50" east 52.00 feet;

    Course No. 26: Thence north 0 degrees 50' 10" east 25.00 feet;

    Course No. 27: Thence south 89 degrees 09' 50" east 957.00 feet;

    Course No. 28: Thence south 0 degrees 50' 10" west 5.00 feet;

    Course No. 29: Thence south 89 degrees 09' 50" east 35.00 feet to a point
of curvature;

    Course No. 30: Thence easterly, on a curved line concentric to and
60 feet southerly from Course No. 6, an arc distance of about 310 feet
to a point in the northwesterly line of land conveyed to The Cleveland
Electric Illuminating Company as aforesaid;

    Course No. 31: Thence north 55 degrees 31' 41" east along said northerly
line about 1670 feet to the place of beginning and containing about 3.7
acres of land, be the same more or less but subject to all legal highways.


                       Parcel 20-R

    An easement recorded in Volume 953 Page 606 et seq. of Lake
County Records in, over, under and across the following described
land:

    Situated in the Township of Perry, County of Lake and State of
Ohio and known as being pan of Original Perry Township Lot No. 79
and bounded and described as follows:

    Beginning on the Southerly line of land conveyed to Nicholas R. &
Pauline C. Moretti by deed dated September 19, 1970 and recorded in
Volume 287, Page 65 of Lake County Records at a point distant 446.56
feet Easterly measured along said Southerly line from the center line of
Blackmore Road, said point of beginning being also distant 32.61 feet
Westerly measured along said Southerly line from the most Westerly
comer of land described in an Easement granted to The Cleveland
Electric Illuminating Company by instrument dated June 9, 1966 and
recorded in Volume 707, Page 278;




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                                                                            (TE)





    Course No. 1: Thence Northeasterly on a line drawn parallel with
and distant 18.00 feet Northwesterly by rectangular measurement from
the Northwesterly line of said Easement granted to The Cleveland
Electric Illuminating Company 149.29 feet;

    Course No. 2: Thence Southeasterly at right angles to said last
described course 3.00 feet;

    Course No. 3: Thence Northeasterly parallel with said Eastment
line about 547.71 feet to the Northerly line of land conveyed to
Nicholas R. and Pauline C. Moretti as aforesaid;

    Course No. 4: Thence Easterly along said Northerly line about
90.58 feet to the intersection with a line drawn parallel with and distant
35.00 feet Southeasterly by rectangular measurement from said Ease-
ment line;

    Course No. 5: Thence Southwesterly along said parallel line about
623.23 feet but to the intersection with the Southeasterly prolongation
of Course No. 2 above;

    Course No. 6: Thence Southeasterly at right angles to said last
described course 3.00 feet;

    Course No. 7: Thence Southwesterly parallel with the aforesaid
easement line about 64.71 feet to the Southerly line of land conveyed to
Nicholas R. and Pauline C. Moretti as aforesaid;

    Course No. 8: Thence Westerly along said Southerly line about
101.44 feet to the place of beginning and containing about 0.80 acres of
land be the same more or less but subject to all legal highways.


                       Parcel 31-R

    An easement recorded in Volume 971 Page 857 et seq. of Lake
County Records in, over, under and across the following described
land:

    Situated in the Township of Perry, County of Lake and State of
Ohio and known as being part of original Perry Township Lots. No. 86
and 87 and further being described as a right-of-way easement sixty-





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four (64) feet wide, thirty-two (32) feet on either side of the following
described centerline, and containing about 3.5849 acres of land, be the
same more or less, but subject to all legal highways.

    Beginning at a point in the centerline of Clark Road, 60 feet wide,
being also the northerly line of land conveyed to The CEICO Company
by deed dated June 19, 1952 and recorded in Volume 319, Pages 362
and 363 of Lake County Records, said point being distant South 89 degrees 50,
41" West, 1174.49 feet along said centerline from the intersections of
the centerlines of Clark and Center Roads;

    Thence South 27 degrees 31' 41" West about 430.06 feet to a point of
curvature;

    Thence along the arc of a curve whose chord bearing is South 41 degrees
47' 09.5" West, a distance of 343.47 feet to a point of tangency;

    Thence South 56 degrees 02' 38" West about 1666.47 feet to a point in the
westerly line of land conveyed to The CEICO Company as aforesaid,
being also the easterly line of lands conveyed to Mary E. Willis, et al. to
Wallace A. Golding by Quit-Claim Deed dated June 16, 1937, and
recorded in Volume 162, Page 94, Lake County Records.

    The easements described above are subject to various easements,
encumbrances, conditions, covenants, reservations and restrictions as set
forth therein.



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    Davis-Besse Nuclear Power Station Addition, situated in Carroll
Township, Ottawa County, Ohio and described as:

        An undivided 48.62% interest in the following described real
    property:

        PARCEL D-109: A fifty and no hundredths (50.00) feet wide
    strip of land being pan of the southwest quarter (1/4) of Section 2
    Town 7 North, Range 15 East in Carroll Township Ottawa County,
    Ohio, said strip of land being bounded and described as follows:

        Commencing at the northeast corner of the southwest quarter
    (1/4) of Section 2; thence in a southwesterly direction along the
    easterly line of the southwest quarter (1/4) of Section 2, having an





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assumed bearing of south zero (00) degrees, thirty-one (31)
minutes, forty-five (45 seconds west a distance of four hundred
forty-four and ninety hundredths (444.90) feet to the true point of
beginning; thence continuing south zero (00) degrees, thirty-one
(31) minutes, forty-live (45) seconds west along the said easterly
line of the southwest quarter (1/4) of Section 2, a distance of fifty
and no hundredths (50.00) feet to a point; thence north eighty-
eight (88) degrees, forty-seven (47) minutes, fourteen (14)
seconds west along a line, a distance of two thousand five hundred
thirty-six and forty-seven hundredths (2536.47) feet to a point,
thence north eighty-nine (89) degrees, eighteen (18 minutes,
fifty-nine (59) seconds west along a line, a distance of ninety-nine
and fifty hundredths (99.50) feet to the intersection of the westerly
line of the said southwest quarter (1/4) of Section 2; thence north
zero (00) degrees, fifty-three (53) minutes, fourteen (14) seconds
east along said westerly line of the southwest quarter (1/4) of
Section 2, a distance of fifty and no hundredths (50.00) feet to a
point, said point being four hundred fifty-three and seventy-six
hundredths (453.76) feet southerly of the northwest corner of the
said southwest quarter (1/4) of Section 2; thence south eighty-nine
(89) degrees, eighteen (18) minutes, fifty-nine (59) seconds cast
along a line, a distance of ninety-nine and fifty-six hundredths
(99.56) feet to a point, thence south eighty-eight (88) degrees,
forty-seven (47) minutes, fourteen (14) seconds cast along a line,
a distance of two thousand five hundred thirty-six and eleven
hundredths (2536.11) feet to the true point of beginning.

    Containing 3.03 acres more or less.

    Subject to legal highways.

    Excepting therefrom a reservation as described in Volume 250
Page 279 of Ottawa County Deed Records.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-110: A fifty and no hundredths (50.00) feet wide
strip of land being part of the north sixty (60) acres of the east





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                                                                            (TE)





one-half (1/2) of the southeast one-quarter (1/4) of Section 3.
Town 7 North, Range 15 East in Carroll Township, Ottawa
County, Ohio, said strip of land being bounded and described as
follows:

    Commencing at the northeast corner of the said north sixty
(60) acres of the east one-half (1/2) of the southeast one-quarter
(1/4) of Section 3; thence in a southwest direction along the east
line of the said north sixty (60) acres of the east one-half (1/2) of
the southeast one-quarter (1/4) of Section 3, having an assumed
bearing of south zero (00) degrees, fifty-three (53) minutes,
fourteen (14) seconds west, a distance of four hundred fifty-three
and seventy-six hundredths (453.76) feet to the true point of
beginning; thence continuing south zero (00) degrees. fifty-three
(53) minutes, fourteen (14) seconds west along the said east line
of the north sixty (60) acres of the cast one-half (1/2) of the
southeast one-quarter (1/4) of Section 3 a distance of fifty and no
hundredths (50.00) feet to a point, thence north eighty-nine (89)
degrees, eighteen (18) minutes, fifty-nine (59) seconds west along
a line, a distance of one thousand three hundred twenty-three and
fifty-five hundredths (1323.55) feet to the intersection of the west
line of the said north sixty (60) acres of the east one-half of the
southeast one-quarter (1/4) of Section 3; thence north zero (00)
degrees, fifty-five (55) minutes. two (02) seconds cast along the
said west line of the north sixty (60) acres of the east one-half
(1/2) of the southeast one-quarter (1/4) of Section 3. a distance
of fifty and no hundredths (50.00) feet to a point, said point being
four hundred sixty-one and fifty-nine hundredths (461.59) feet
southerly of the northwest corner of the said north sixty (60) acres
of the cast one-half (1/2) of the southeast one-quarter (1/4) of
Section 3; thence south eighty-nine (89) degrees, eighteen (18)
minutes, fifty-nine (59) seconds cast along a line, a distance of one
thousand three hundred twenty-three and fifty-two hundredths
(1323.52) feet to the true point of beginning.

    Containing 1.52 acres more or less.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by





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Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-111: A fifty and no hundredths (50.00) feet wide
strip of land being part of the northwest quarter (1/4) of the
southeast quarter (1/4) of Section 3, Town 7 North, Range 15
East in Carroll Township, Ottawa County, Ohio, said strip of land
being bounded and described as follows:

    Commencing at the northwest corner of the said northwest
quarter (1/4) of the southeast quarter (1/4) of Section 3; thence
in a southwesterly direction along the westerly line of the said
northwest quarter (1/4) of the southeast quarter (1/4) of Section
3, having an assumed bearing of south zero (00) degrees. fifty-six
(56) minutes, fifty (50) seconds west, a distance of four hundred
sixty-nine and forty-one hundredths (469.41) feet to the true point
of beginning; thence south eighty-nine (89) degrees, eighteen (18)
minutes, fifty-nine (59) seconds east along a line, a distance of one
thousand three hundred twenty-three and fifty-three hundredths
(1323.53) feet to the intersection of the easterly line of the said
northwest quarter (1/4) of the southeast quarter (1/4) of Section
3, said intersection being four hundred sixty-one and fifty-nine
hundredths (461.59) feet southerly of the northeast corner of the
said northwest quarter (1/4) of the southeast quarter (1/4) of
Section 3; thence south zero (00) degrees, fifty-five (55) minutes,
two (02) seconds west along said easterly line of the northwest
quarter (1/4) of the southeast quarter (1/4) of Section 3, a
distance of fifty and no hundredths (50.00) feet to a point: thence
north eighty-nine (89) degrees, eighteen (18) minutes, fifty-nine
(59) seconds west along a line, a distance of one thousand three
hundred twenty-three and fifty-six hundredths (1323.56) feet to
the intersection of the said westerly line of the northwest quarter
(1/4) of the southeast quarter (1/4) of Section 3; thence north
zero (00) degrees, fifty-six (56) minutes, fifty (50) seconds east
along the said westerly line of the northwest quarter (1/4) of the
southeast quarter (1/4) of Section 3, a distance of fifty and no
hundredths (50.00) feet to the true point of beginning.

    Containing 1.52 acres more or less.



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    Excepting therefrom a reservation as described in Volume 250
Page 277 of Ottawa County Deed Records.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-108: Situated in the Township of Carroll. County
of Ottawa, and State of Ohio, and being a part of the east one half
(1/2) of the southwest quarter (1/4) of Section #3, Town 7 North.
Range 15 East, in Carroll Township, and more particularly de-
scribed as follows:

    Commencing at the northeast corner of the said east one half
(1/2) of the southwest one quarter (1/4) of Section 3; thence in a
southerly direction along the easterly line of the said east one half
(1/2) of the southwest quarter (1/4) of Section 3, having an
assumed bearing of south zero degrees, fifty six minutes fifty
seconds (0 degrees 56' 50") west, a distance of three hundred forty four
and forty one hundredths (344.41) feet to the true point of
beginning; thence continuing south zero degrees fifty six minutes
fifty seconds (0 degrees 56' 50") west along the said easterly line of the
cast one half (1/2) of the southwest one quarter (1/4) of Section
3, a distance of three hundred and no hundredths (300.00) feet to
a point: thence north eighty nine degrees eighteen minutes fifty
nine seconds (89 degrees 18' 59") west a distance of one thousand three
hundred twenty six and eighty two hundredths (1326.82) feet to
the intersection of the westerly line of the said east one half (1 /2)
or the southwest one quarter (1/4) of Section 3; thence north zero
degrees forty six minutes thirty eight seconds (00 degrees 46' 38") cast
along the said westerly line of the east one half (1/2) of the
southwest one quarter (1/4) of Section 3 a distance of three
hundred and no hundredths (300.00) feet to a point located three
hundred sixty and sixty seven hundredths (360.67) feet southerly
of the northwest corner of the said east one half (1/2) of the
southwest quarter (1/4) of Section 3; thence south eighty nine
degrees eighteen minutes fifty nine seconds (89 degrees 18' 59") east a
distance of one thousand three hundred twenty seven and ninety





                A-319
<PAGE>   378
                                                                            (TE)




one hundredths (1327.91) feet to the true point of beginning and
containing nine and fourteen hundredths (9.14) acres of land more
or less.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-112: A fifty and no hundredths (50.00) foot strip
of land being part of the west one-half (1/2) of the southwest one-
quarter (1/4) of Section 3, Town 7 North, Range 15 East, in
Carroll Township, Ottawa County, Ohio, said strip of land being
bounded and described as follows:

    Commencing at the northeast corner of the said west one-half
(1/2) of the southwest one-quarter (1/4) of Section 3, thence in a
southwesterly direction along the easterly line of the said west one-
half (1/2) of the southwest one-quarter (1/4) of Section 3, having
an assumed bearing of south zero (00) degrees, forty-six (46)
minutes, thirty-eight (38) seconds west, a distance of four hundred
eighty-five and sixty-seven hundredths (485.67) feet to the true
point of beginning; thence continuing south zero (00) degrees,
forty-six (46) minutes, thirty-eight (38) seconds west along the
said easterly line of the west one-half (1/2) of the southwest one-
quarter (1/4) of Section 3, a distance of fifty and no hundredths
(50.00) feet to a point; thence north eighty-nine (89) degrees,
eighteen (18) minutes, fifty-nine (59) seconds west along a line, a
distance of nine hundred ninety-nine and eleven hundredths
(999.11) feet to the intersection of the easterly line of the west
twenty (20) acres of the southwest one-quarter (1/4) of Section 3;
thence north zero (00) degrees, thirty-six (36) minutes, twenty-six
(26) seconds east along the said easterly line of the west twenty
(20) acres of the southwest one-quarter (1/4) of Section 3, a
distance of fifty and no hundredths (50.00) feet to a point said
point also being four hundred ninety-seven and ninety-one hun-
dredths (497.91) feet south of the northeast corner of the said west
twenty (20) acres of the southwest one-quarter (1/4) of Section 3;
thence south eighty-nine (89) degrees, eighteen (18) minutes,
fifty-nine (59) seconds east along a line, a distance of nine





                                     A-320
<PAGE>   379
                                                                            (TE)



hundred ninety-nine and twenty.five hundredths (999.25) feet to
the true point of beginning. Containing 1.15 acres more or less.

    Excepting therefrom a reservation as described in Volume 250
Page 279 of Ottawa County Deed Records.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-113A: Being part of the southwest one-quarter
(1/4) of Section 3, Town 7-North, Range 15-East, in Carroll
Township, Ottawa County, Ohio, said parcel of land being bound-
ed and described as follows:

    Commencing at the northwest corner of the west twenty (20)
acres of the southwest one-quarter (1/4) of Section 3; thence in a
southwesterly direction along the westerly line of the said west
twenty (20) acres of the southwest one-quarter (1/4) of Section 3,
having an assumed bearing of south zero (00) degrees, thirty-six
(36) minutes, twenty-six (26) seconds west, a distance of five
hundred one and ninety-two hundredths (501.92) feet to the true
point of beginning; thence continuing south zero (00) degrees.
thirty-six (36) minutes, twenty-six (26) seconds west along the
said westerly line of the west twenty (20) acres of the southwest
one-quarter (1/4) of Section 3, a distance of fifty and no hun-
dredths (50.00) feet to a point; thence south eighty-nine (89)
degrees, eighteen (18) minutes, fifty-nine (59) seconds east along
a line, a distance of three hundred thirty-one and seventy-six
hundredths (331.76) feet to the intersection of the westerly line of
the cast three-quarter (3/4) of the west one-half (1/2) of the
southwest one-quarter (1/4) of Section 3; thence north zero (00)
degrees, thirty-eight (38) minutes, fifty-nine (59) seconds east
along the said westerly line of the east three-quarter (3/4) of the
west one-half (1/2) of the southwest one-quarter (1/4) of Section
3, a distance of fifty and no hundredths (50.00) feet to a point
thence north eighty-nine (89) degrees, eighteen (18) minutes,
fifty-nine (59) seconds west along a line, a distance of three
hundred thirty-one and eighty hundredths (331.80) feet to the true
point of beginning.





                 A-321
<PAGE>   380
                                                                            (TE)



    Containing 0.38 acres more or less.

    Subject to legal highways.

    PARCEL D-114B: Being part of the southeast one-quarter
(1/4) of Section 4, Town 7-North, Range 13-East in Carroll
Township, Ottawa County, Ohio, said parcel of land being bound-
ed and described as follows:

    Commencing at the northeast corner of the said southeast one-
quarter (1/4) of Section 4; thence in a southwesterly direction
along the easterly line of the said southeast one-quarter (1/4) of
Section 4, having an assumed bearing of south zero (00) degrees,
thirty-six (36) minutes, twenty-six (26) seconds west, a distance of
five hundred one and ninety-two hundredths (501.92) feet to the
true point of beginning: thence continuing south zero (00) degrees,
thirty-six (36) minutes, twenty-six (26) seconds west along the
said easterly line of the southeast one-quarter (1/4) of Section 4, a
distance of fifty and no hundredths (50.00) feet to a point: thence
north eighty-nine (89) degrees, eighteen (18) minutes, fifty-nine
(59) seconds west along a line, a distance of three hundred forty
and thirty-three hundredths (340.33) feet to the intersection of a
line drawn perpendicular from a point on the northerly line of the
said southeast one-quarter (1/4) of Section 4 located three hun-
dred thirty and no hundredths (330.00) feet westerly of the said
northeast corner of the southeast one-quarter (1/4) of Section 4;
thence north one (01) degree, forty (40) minutes, twenty-six (26)
seconds east along said line drawn perpendicular from a point on
the said northerly line of the southeast one-quarter (1/4) of
Section 4 located three hundred thirty and no hundredths (330.00)
feet westerly of the said northeast corner of the southeast one-
quarter (1/4) of Section 4, a distance of fifty and one hundredths
(50.01) feet to a point: thence south eighty-nine (89) degrees,
eighteen (18) minutes, fifty-nine (59) seconds east along a line, a
distance of three hundred thirty-nine and thirty-nine hundredths
(339.39) feet to the true point of beginning.

    Containing 0.39 acres more or less.

    Subject to legal highways.

    PARCEL D-107A: Situated in the Township of Carroll,
County of Ottawa and State of Ohio, and being part of the north





                                     A-322
<PAGE>   381
                                                                            (TE)


one half (1/2) of the southeast quarter (1/4) of Section 4, Town
7-North, Range 15-East, and more particularly described as fol-
lows:

    Commencing at the northeast corner of the said southeast
quarter (1/4) of Section 4; thence in a westerly direction along the
northerly line of the said southeast quarter (1/4) of Section 4,
having an assumed bearing of north eighty eight degrees nineteen
minutes thirty four seconds (88 degrees 19' 34") west, a distance of three
hundred thirty three and fifteen hundredths (333.15) feet to the
intersection of a line drawn parallel to the easterly line of the said
southeast quarter (1/4) of Section 4; thence south zero degrees
thirty six minutes twenty six seconds (00 degrees 36' 26") west along said
line drawn parallel to the easterly line of the southeast quarter
(1/4) of Section 4, a distance of three hundred eighty two and
sixty eight hundredths (382.68) feet to the true point of beginning;
thence continuing south zero degrees thirty six minutes twenty six
seconds (00 degrees 36' 26") west along said line drawn parallel to the
easterly line of the southeast quarter (1/4) of Section 4, a distance
of two hundred eighty one and eighty five hundredths (281.85)
feet to the southerly line of the north one half (1/2) of the north
one half (1/2) of the said southeast quarter (1/4) of Section 4;
thence north eighty eight degrees twenty four minutes eighteen
seconds (88 degrees 24' 18") west along the said southerly line of the
north one half (1/2) of the north one half (1/2) of the southeast
quarter (1/4) of Section 4, a distance of one thousand one
hundred fifty four and sixty five hundredths (1154.65) feet to the
intersection of the easterly line of the west eighteen (18) acres of
the said north one half (1/2) of the north one half (1/2) of the
southeast quarter (1/4) of Section 4; thence north zero degrees
eighteen minutes forty five seconds (00 degrees 18' 45") east along the
said easterly line of the west eighteen (18) acres of the north one
half (1/2) of the north one half (1/2) of the southeast quarter
(1/4) of Section 4, a distance of two hundred sixty three and fifty
hundredths (263.50) feet to a point thence south eighty nine
degrees eighteen minutes fifty nine seconds (89 degrees 18' 59") cast a
distance of one thousand one hundred fifty five and eighty three
hundredths (1155.83) feet to the true point of beginning and





                A-323
<PAGE>   382
                                                                            (TE)



containing seven and twenty three hundredths (7.23) acres of
land. more or less.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-115: A parcel of land being part of the west
eighteen (18) acres of the north half (1/2) of the north half (1/2)
of the southeast quarter (1/4) of Section 4, Town 7 North, Range
15 East in Carroll Township, Ottawa County, Ohio, said parcel of
land being bounded and described as follows:

    Commencing at the northwest corner of the said west eighteen
(18) acres of the north half (1/2) of the north half (1/2) of the
southeast quarter (1/4) of Section 4; thence in a southwesterly
direction along the westerly line of the said west eighteen (18)
acres of the north half (1/2) of the north half (1/2) of the
southeast quarter (1/4) of Section 4, having an assumed bearing
of south zero (00) degrees, eighteen (18) minutes, forty-five (45)
seconds west, a distance of six hundred sixty-seven and eighty-one
hundredths (667.81) feet to the intersection of the southerly line of
the said north half (1/2) of the north half (1/2) of the southeast
quarter (1/4) of Section 4; thence south eighty-eight (88) degrees,
twenty-four (24) minutes, eighteen (18) seconds cast along the
said southerly line of the north half (1/2) of the north half (1/2)
of the southeast quarter (1/4) of Section 4, a distance of three
hundred thirty-four and ninety-nine hundredths (334.99) feet to
the true point of beginning; thence north sixty-six (66) degrees.
three (03) minutes, forty-four (44) seconds cast along a line, a
distance of seventy-six and sixty-four hundredths (76.64) feet to
the intersection of the point of curve, said curve having a radius of
four hundred seventy-five and no hundredths (475.00) feet and a
tangent distance of one hundred three and sixty-six hundredths
(103.66) feet; thence in a easterly direction along said curve, an
arc distance of two hundred four and twelve hundredths (204.12)
feet to the intersection of the point of tangent of a curve; thence
south eighty-nine (89) degrees, eighteen (18) minutes, fifty-nine
(59) seconds east along a line a distance of five hundred ninety-





                                     A-324
<PAGE>   383
                                                                            (TE)


eight and ten hundredths (598.10) feet to the intersection of a line
drawn perpendicular to the north line of the southeast quarter
(1/4) of Section 4; thence north one (01) degree, forty (40)
minutes, twenty-six (26) seconds east along said line drawn
perpendicular to the north line of the southeast quarter (1/4) of
Section 4, a distance of fifty and one hundredths (50.01) feet to a
point: thence north eighty-nine (89) degrees, eighteen (18) mi-
nutes, fifty-nine (59) seconds west along a line, a distance of seven
hundred thirteen and fifty-three hundredths (713.53) feet to a
point; thence south sixty-six (66) degrees, three (03) minutes,
forty-four (44) seconds west along a line, a distance of two
hundred ninety-five and eighty-eight hundredths (295.88) feet to
the intersection of the said southerly line of the north half (1/2) of
the north half (1/2) of the southeast quarter (1/4) of Section 4;
thence south eighty-eight (88) degrees, twenty-four (24) minutes,
eighteen (18) seconds east along said southerly line of the north
half (1/2) of the north half (1/2) of the southeast quarter (1/4)
of Section 4, a distance of one hundred sixteen and no hundredths
(116.00) feet to the true point of beginning.

    Containing 1.10 acres more or less.

    Excepting therefrom a reservation as described in Volume 250
Page 281 of Ottawa County Deed Records.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-114A: Being part of the southeast one-quarter
(1/4) of Section 4, Town 7-North, Range 15-East, in Carroll
Township, Ottawa County, Ohio, said parcel of land being bound-
ed and described as follows:

    Commencing at the northwest corner of the southeast one-
quarter (1/4) of Section 4; thence in a southwesterly direction
along the westerly line of the said southeast one-quarter (1/4) of
Section 4, having an assumed bearing of south zero (00) degrees,
eighteen (18) minutes, forty-five (45) seconds west, a distance of
seven hundred seventy-one and thirty-four hundredths (771.34)





                 A-325
<PAGE>   384
                                                                            (TE)




feet to the true point of beginning; thence continuing south zero
(00) degrees, eighteen (18) minutes, forty-five (45) seconds west
along the said westerly line of the southeast one-quarter (1/4) of
Section 4, a distance of fifty-four and eighty-four hundredths
(54.84) feet to a point: thence north sixty-six (66) degrees, three
(03) minutes forty-four (44) seconds cast along a line, a distance
of three hundred sixty-seven and thirty-two hundredths (367.32)
feet to the intersection of the northerly line of the south one-half
(1/2) of the north one-half (1/2) of the said southeast one-half
(1/2) of the said southeast one-quarter (1/4) of Section 4; thence
north eighty-eight (88) degrees, twenty-four (24) minutes, eight-
een (18) seconds west along the said northerly line of the south
one-half (1/2) of the north one-half (1/2) of the southeast one-
quarter (1/4) of Section 4, a distance of one hundred sixteen and
no hundredths (116.00) feet to a point; thence south sixty-six (66)
degrees, three (03) minutes, forty-four (44) seconds west along a
line, a distance of two hundred forty and twelve hundredths
(240.12) feet to the true point of beginning.

    Containing 0.35 acres more or less.

    Subject to legal highways.

    PARCEL D-116: A parcel of land being part of the east half
(1/2) of the northeast quarter (1/4) of the southwest quarter
(1/4) of Section 4, Town seven (7) North, Range fifteen (15)
East, in Carroll Township, Ottawa County, Ohio, said parcel of
land being bounded and described as follows:

    Commencing at the northeast corner of the said east half
(1/2) of the northeast quarter (1/4) of the southwest quarter
(1/4) of Section 4; thence in a southwesterly direction along the
easterly line of the said east half (1/2) of the northeast quarter
(1/4) of the southwest quarter (1/4) of Section 4, having an
assumed bearing of south zero (00) degrees, eighteen (18)
minutes, forty-five (45) seconds west, a distance of seven hundred
seventy-one and thirty-four hundredths (771.34) feet to the true
point of beginning; thence continuing south zero (00) degrees;
eighteen (18) minute forty-five (45) seconds west along the said
easterly line of the east half (1/2) of the northeast quarter (1/4)





                 A-326
<PAGE>   385
                                                                            (TE)


of the southwest quarter (1/4) of Section 4, a distance of fifty-four
and eighty-four hundredths (54.84) feet to a point: thence south
sixty-six (66) degrees, three (03) minutes, forty-four (44) seconds
west along a line, a distance of seven hundred twenty and thirty-
seven hundredths (720.37) feet to the intersection of the westerly
line of the said east half (1/2) of the northeast quarter (1/4) of
the southwest quarter (1/4) of Section 4; thence north zero (00)
degrees, twenty (20) minutes, eleven (11) seconds east along the
said westerly line of the cast half (1/2) of the northeast quarter
(1/4) of the southwest quarter (1/4) of Section 4, a distance of
fifty-four and eighty-five hundredths (54.85) feet to a point, said
point being one thousand eighty-two and eighty hundredths
(1082.80) feet southerly of the northwest corner of the said east
half (1/2) of the northeast quarter (1/4) of the southwest quarter
(1/4) of Section 4; thence north sixty-six (66) degrees, three (03)
minutes, forty-four (44) seconds east along a line, a distance of
seven hundred twenty and thirty-five hundredths (720.35) feet to
the true point of beginning.

    Containing 0.83 acres more or less. Subject to legal highways.

    Excepting therefrom a reservation as described in Volume 250
Page 277 of Ottawa County Deed Records.

    It is the intention of Grantees that the property acquired
herein extend to and bc contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-117: A parcel of land being pan of the southwest
quarter (1/4) of Section 4, Town 7 North, Range 15 East, in
Carroll Township, Ottawa County, Ohio, said parcel of land being
bounded and described as follows:

    Commencing at the intersection of the centerline of Duff-
Washa Road with the easterly line of the west half (1/2) of the
cast half (1/2) of the southwest quarter (1/4) of Section 4; thence
in a southwesterly direction along the said easterly line of the west
half (1/2) of the east half (1/2) of the southwest quarter (1/4) of
Section 4, having an assumed bearing of south zero (00) degrees,
twenty (20) minutes, eleven (11) seconds west, a distance of six





                 A-327
<PAGE>   386
                                                                            (TE)





hundred sixty-six and ninety-two hundredths (666.92) feet to the
true point of beginning; thence continuing south zero (00) degrees
twenty (20) minutes, eleven (11) seconds west along the said
easterly line of the west half (1/2) of the cast half (1/2) of the
southwest quarter (1/4) of Section 4, a distance of fifty-four and
eighty-five hundredths (54.85) feet to a point; thence south sixty-
six (66) degrees, three (03) minutes, forty-four (44) seconds west
along a line, a distance of two thousand fifty-five and nineteen
hundredths (2055.19) feet to a point; thence south sixty-five (65)
degrees, fifty-five (55) minutes, twenty-nine (29) seconds west
along a line, a distance of one hundred seven and seventy-four
hundredths (107.74) feet to the intersection of the westerly line of
the said southwest quarter (1/4) of Section 4: thence north zero
(00) degrees, twenty-four (24) minutes, twenty-nine (29) seconds
cast along the said westerly line of the southwest quarter (1/4) of
Section 4, a distance of fifty-four and ninety-four hundredths
(54.94) feet to a point, said point being five hundred fifty-seven
and thirty-eight hundredths (557.38) feet southerly of the intersec-
tion of the said centerline of Duff-Washa Road with the said
westerly line of the southwest quarter (1/4) of Section 4; thence
north sixty-five (65) degrees, fifty-five (55) minutes, twenty-nine
(29) seconds cast along a line, a distance of eighty-four and
eighty.seven hundredths (84.87) feet to a point; thence north sixty-
six (66) degrees, three (03) minutes, forty-four (44) seconds east
along a line, a distance of two thousand seventy-seven and ninety-
six hundredths (2077.96) feet to the true point of beginning.

    Containing 2.48 acres more or less.

    Subject to legal highways.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-118: A parcel of land being part of the east fifty-
three (53) acres of the southeast quarter (1/4) of Section 5, Town
7 North, Range 15 East, in Carroll Township, Ottawa County,
Ohio, said parcel of land being bounded and described as follows:





                 A-328
<PAGE>   387
                                                                            (TE)

    Commencing at the intersection of the centerline of Duff
Washa Road with the easterly line of the said east fifty-three (53)
acres of the southeast quarter (1/4) of Section 5; thence in a
southeasterly direction along the said easterly line of the cast fifty-
three (53) acres of the southeast quarter (1/4) of Section 5,
having an assumed bearing of south one (01) degree, twenty-one
(21) minutes, fifty-five (55) seconds east, a distance of five
hundred fifty-seven and thirty-eight hundredths (557.38) feet to
the true point of beginning; thence continuing south one (01)
degree, twenty-one (21) minutes, fifty-five (55) seconds east along
the said easterly line of the east fifty-three (53) acres of the
southeast quarter (1/4) of Section 5, a distance of fifty-four and
ninety-four hundredths (54.94) feet to a point; thence south sixty-
four (64) degrees, nine (09) minutes. five (05) seconds west along
a line, a distance of nine hundred fifty.four and ninety-three
hundredths (954.93) feet to the intersection of the easterly line of
the cast seven and one half (7 1/2) poles as described in Volume
117, page 494, Ottawa County Deed Records; thence north zero
(00) degree, three (03) minutes, forty-seven (47) seconds east
along the said easterly line of the cast seven and one-half (7 1/2)
poles as described in Volume 117, page 494, Ottawa County Deed
Records, a distance of fifty-five and fifty-nine hundredths (55.59)
feet to a point, said point being five hundred twenty-six and sixteen
hundredths (526.16) feet southerly of the intersection of the said
centerline of Duff Washa Road with the said easterly line of the
east seven and one-half ( 7 1/2) poles as described in Volume 117,
page 494, Ottawa County Deed Records; thence north sixty-four
(64) degrees, nine (09) minutes, five (05) seconds cast along a
line, a distance of nine hundred fifty-three and forty-one hun-
dredths (953.41) feet to the true point of beginning.

    Containing 1.10 acres more or less.

    Subject to legal highways.

    PARCEL D-120: A parcel of land being part of the southeast
one-quarter (1/4) of Section 5, Town 7 North, Range 15 East, in
Carroll Township, Ottawa County, Ohio, said parcel of land being
bounded and described as follows:





                                     A-329
<PAGE>   388
                                                                            (TE)




    Commencing at the southeast comer of the said southeast one-
quarter (1/4) of Section 5; thence in a northwesterly direction
along the southerly line of the said southeast one-quarter (1/4) of
Section 5 having an assumed bearing of north eighty-nine (89)
degrees, fifty-six (56) minutes, thirteen (13) seconds west, a
distance of eight hundred fifty-seven and fifty-five hundredths
(857.55) feet to the intersection of the westerly line of the east 53
acres of the said southeast one-quarter (1/4) of Section 5. said
intersection being the true point of beginning; thence continuing
north eighty-nine (89) degrees, fifty-six (56) minutes, thirteen
(13) seconds west along the said southerly line of the southeast
one-quarter (1/4) of Section 5, a distance of one hundred forty
and seventy-one hundredths (140.71) feet to the intersection of the
westerly line of a parcel of land as described in Volume 117, page
494, Ottawa County Deed Records; thence north zero (00)
degrees, three (03) minutes, forty-seven (47) seconds east along
the said westerly line of a parcel of land as described in Volume
117, page 494, Ottawa County Deed Records, a distance of two
hundred two and sixty-five hundredths (202.65) feet to a point;
thence north sixty-four (64) degrees, nine (09) minutes, five (05)
seconds east along a line, a distance of one hundred forty-nine and
one hundredth (149.01) feet to the intersection of the said westerly
line of the cast 53 acres of the southeast one-quarter (1/4) of
Section 5; thence south one (01) degree, twenty-one (21) minutes,
fifty-five (55) seconds east along the said westerly line of the east
53 acres of the southeast one-quarter (1/4) of Section 5, a distance
of two hundred sixty-seven and eighty-five hundredths (267.85)
feet to the true point of beginning.

    Containing 0.74 acres more or less.

    EXCEPTING therefrom the following described property, as
recorded in Volume 248, Page 53 of Ottawa County Deed Records.

    Commencing at the southeast corner of the said southeast one-
quarter (1/4) of Section (5); thence in a northwesterly direction
along the southerly line of the said southeast one-quarter (1/4) of
Section five (5), having an assumed bearing of north eighty-nine
(89) degrees, fifty-six (56) minutes, thirteen (13) seconds west, a
distance of eight hundred fifty-seven and fifty-five hundredths





                                     A-330
<PAGE>   389
                                                                            (TE)




(857.55) feet to the intersection of the westerly line of the east
fifty-three (53) acres of the said southeast one-quarter (1/4) of
Section five (5), said intersection being the true point of beginning;
thence continuing north eighty-nine (89) degrees, fifty-six (56)
minutes. thirteen (13) seconds west along the southerly line of the
southeast one-quarter (1/4) of Section five (5), a distance of one
hundred forty and seventy-one hundredths (140.71) feet to the
intersection of the westerly line of the cast seven and one-half (7
1/2) poles as described in Volume 117, Page 494, Ottawa County
Deed Records: thence north zero (00) degrees, three (03) mi-
nutes, forty-seven (47) seconds east along the said westerly line of
the east seven and one-half (7 1/2) poles as described in Volume
117, Page 494 Ottawa County Deed Records, a distance of thirty-
five and eighty-eight hundredths (35.88) feet to a point: thence
north sixty-four (64) degrees, nine (09) minutes, five (05) seconds
cast along a line, a distance of one hundred fifty-three and fifty-
eight hundredths (153.58) feet to the intersection of the said
westerly line of the east fifty-three (53) acres of the southeast one-
quarter (1/4) of Section five (5); thence south one (01) degree,
twenty-one (21) minutes, fifty-five (55) seconds east along the
said westerly line of the cast fifty-three (53) acres of the southeast
one-quarter (1/4) of Section five (5), a distance of one hundred
three and three hundredths (103.03) feet to the true point of
beginning.

    Said exception containing twenty-two hundredths (0.22) acres
more or less.

    PARCEL D-121: A parcel of land being part of the southeast
one-quarter (1/4) of Section 5, Town 7 North. Range 15 East. in
Carroll Township, Ottawa County, Ohio, said parcel of land being
bounded and described as follows:

    Commencing at the intersection of the centerline of Duff
Washa Road with the westerly line of the east seven and one-half
(7 1/2) poles as described in Volume 117, Page 494, Ottawa
County deed records; thence in a southwesterly direction along the
said westerly line of the east seven and one-half (7 1/2) poles as
described in Volume 117, Page 494, Ottawa County deed records,





                 A-331
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                                                                            (TE)


having an assumed bearing of south zero (00) degrees, three (03)
minutes, forty-seven (47) seconds west, a distance of five hundred
twenty and sixty-one hundredths (520.61) feet to the true point of
beginning; thence continuing south zero (00) degrees, three (03)
minutes, forty-seven (47) seconds west along the said westerly line
of the east seven and one-half (7 1/2) poles as described in
Volume 117, Page 494, Ottawa County deed records, a distance of
fifty-five and twenty-nine hundredths (55.29) feet to a point;
thence south sixty-four (64) degrees, nine (09) minutes, five (05)
seconds west along a line, a distance of three hundred thirty-six
and fifty-three hundredths (336.53) feet to the intersection of the
southerly Line of the said southeast one-quarter (1/4) of Section 5;
thence north eighty-nine (89) degrees, fifty-six (56) minutes,
thirteen (13) seconds west along the said southerly line of the
southeast one-quarter (1/4) of Section 5, a distance of one
hundred fourteen and forty-two hundredths (114.42) feet to a
point, said point being one thousand four hundred fifteen and
thirty-seven hundredths (1415.37) feet westerly of the southeast
corner of the said southeast one-quarter of Section 5; thence north
sixty-four (64) degrees, nine (09) minutes, five (05) seconds east
along a line, a distance of four hundred sixty-three and seventy-
four hundredths (463.74) feet to the true point of beginning.
Containing 0.46 acres more or less.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-122: Being a parcel of land located in the
northeast quarter (1/4) of Section 8 Town 7-North, Range 15-
East, Carroll Township, Ottawa County, Ohio, bounded and
described as follows:

    Beginning at the northwest corner of the northeast quarter
(1/4) of the northeast quarter (1/4) of Section 8: thence in an
easterly direction along the northerly line of the said northeast
quarter (1/4) of the northeast quarter (1/4) of Section 8, having
an assumed bearing of south eighty-nine (89) degrees, fifty-six





                                     A-332
<PAGE>   391
                                                                            (TE)



(56) minutes, thirteen (13) seconds east, a distance of seventy-
nine and twenty-seven hundredths (79.27) feet to the intersection
of the centerline of The Toledo Edison Company Transmission
Line, said intersection being Station 976 + 13.23 on the said
centerline of The Toledo Edison Company Transmission Line
aforesaid: thence continuing south eighty-nine (89) degrees, fifty-
six (56) minutes, thirteen (13) seconds cast along the said
northerly line of the northeast quarter (1/4) of the northeast
quarter (1/4) of Section 8. a distance of one hundred seventy-one
and sixty-three hundredths (171.63) feet to the intersection of a
line drawn seventy-five and no hundredths (75.00) feet south-
easterly of and parallel to the said centerline of The Toledo Edison
Company Transmission Line aforesaid: thence south sixty-four
(64) degrees, nine (09) minutes. five (05) seconds west along said
line drawn seventy-five and no hundredths (75.00) feet south-
easterly of and parallel to the said centerline of The Toledo Edison
Company Transmission Line aforesaid, a distance of two hundred
seventy-eight and thirty-five hundredths (278.35) feet to the
intersection of the westerly line of the said northeast quarter (1/4)
of the northeast quarter (1/4) of Section 8; thence north zero (00)
degrees, eleven (11) minutes, seventeen (17) seconds west along
the said westerly line of the northeast quarter (1/4) of the
northeast quarter (1/4) of Section 8, a distance of eighty-three and
twenty-one hundredths (83.21) feet to the intersection of the said
centerline of The Toledo Edison Company Transmission Line
aforesaid, said intersection being Station 975 + 25.29 on the said
centerline of The Toledo Edison Company Transmission Line
aforesaid, said intersection also being thirty-eight and forty-three
hundredths (38.43) feet southerly of the northwest corner of the
said northeast quarter (1/4) of the northeast quarter (1/4) of
Section 8; thence continuing north zero (00) degrees, eleven (11)
minutes, seventeen (17) seconds west along the said westerly line
of the northeast quarter (1/4) of the northeast quarter (1/4) of
Section 8, a distance of thirty-eight and forty-three hundredths
(38.43) feet to the point of beginning.

    Containing 0.35 acres more or less.  Subject to zoning
ordinances, restrictions of record and public utility or other ease-
ments of record.





                  A-333
<PAGE>   392
                                                                            (TE)





    PARCEL D-123: A parcel of land being pan of the northwest
one-quarter (1/4) of the northeast one-quarter (1/4) of Section 8,
Town 7 North, Range 15 East, in Carroll Township, Ottawa
County, Ohio, said parcel of land being bounded and described as
follows:

    Commencing at the northeast corner of the said northwest
one-quarter (1/4) of the northeast one-quarter (1/4) of Section 8;
thence in a westerly direction along the northerly line of the said
northwest one-quarter (1/4) of the northeast one-quarter (1/4) of
Section 8 having an assumed bearing of north eighty-nine (89)
degrees fifty-six (56) minutes, thirteen (13) seconds west, a
distance of ninety-two and thirty-six hundredths (92.36) feet to the
intersection of the northwesterly right-of-way line of The Toledo
Edison Company bearing south sixty-four (64) degrees, nine (09)
minutes, five (05) seconds west, said intersection being the true
point of beginning; thence south sixty-four (64) degrees, nine (09)
minutes, five (05) seconds west along the said northwesterly right-
of-way line of The Toledo Edison Company, a distance of three
hundred ninety-nine and nineteen hundredths (399.19) feet to a
point, thence north zero (00) degrees, forty-nine (49) minutes,
five (05) seconds cast along a line, a distance of one hundred
seventy-four and forty-six hundredths (174.46) feet to the intersec-
tion of the said northerly line of the northwest one-quarter (1/4)
of the northeast one-quarter (1/4) of Section 8, bearing south
eighty-nine (89) degrees, fifty-six (56) minutes, thirteen (13)
seconds cast; thence south eighty-nine (89) degrees, fifty-six (56)
minutes, thirteen (13) seconds east along the said northerly line of
the northwest one-quarter (1/4) of the northeast one-quarter
(1/4) of Section 8, a distance of three hundred fifty-six and
seventy-six hundredths (356.76) feet to the true point of begin-
ning.

    Containing 0.71 acres, more or less.

    PARCEL D-124: A parcel of land being pan of the northwest
one-quarter (1/4) of the northeast one-quarter (1/4) of Section 8,
Town 7 North, Range 15 East, in Carroll Township, Ottawa
County, Ohio, said parcel of land being bounded and described as
follows:





                                     A-334
<PAGE>   393
                                                                            (TE)




    Beginning at the northeast comer of the said northwest one-
quarter (1/4) of the northeast one-quarter (1/4) of Section 8;
thence in a southeasterly direction along the easterly line of the
said northwest one-quarter (1/4) of the northeast one-quarter
(1/4) of Section 8, having an assumed bearing of south zero (00)
degrees, eleven (11) minutes, seventeen (17) seconds east, a
distance of ten and sixty-nine hundredths (10.69) feet to a point;
thence south sixty-four (64) degrees, nine (09) minutes, five (05)
seconds west along a line, a distance of one thousand four hundred
and sixty-six hundredths (1400.66) feet to the intersection of the
easterly line of the west three (3) rods and fifteen (15) feet of the
said northwest one-quarter (1/4) of the northeast one-quarter
(1/4) of Section 8; thence north zero (00) degrees, ten (10)
minutes, fifty-four (54) seconds cast along the said easterly line of
the west three (3) rods and fifteen (15) feet of the northwest one-
quarter (1/4) of the northeast one-quarter (1/4) of Section 8, a
distance of fifty-five and sixty-five hundredths (55.65) feet to a
point, said point being five hundred sixty-seven and eleven hun-
dredths (567.11) feet southerly of the northeast corner of the said
west three (3) rods and fifteen (15) feet of the northwest one-
quarter (1/4) of the northeast one-quarter (1/4) of Section 8;
thence north sixty-four (64) degrees, nine (09) minutes, five (05)
seconds cast along a line, a distance of one thousand two hundred
ninety-seven and seventy-nine hundredths (1297.79) feet to the
intersection of the northerly line of the said northwest one-quarter
(1/4) of the northeast one-quarter (1/4) of Section 8; thence
south eighty-nine (89) degrees, fifty-six (56) minutes, thirteen
(13) seconds east along the said northerly line of the northwest
one-quarter (1/4) of the northeast one-quarter (1/4) of Section 8,
a distance of ninety-two and thirty-six hundredths (92.36) feet to
the point of beginning.

    Containing 1.56 acres more or less.

    Excepting therefrom a reservation as described in Volume 250
Page 285 of Ottawa County Deed Records.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by





                  A-335
<PAGE>   394
                                                                            (TE)





Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-125: A parcel of land being part of the northeast
one-quarter (1/4) of the northwest one-quarter (1/4) of Section 8
and part of the northwest one-quarter (1/4) of the northeast one-
quarter (1/4) of Section 8, Town 7 North, Range 15 East, in
Carroll Township, Ottawa County, Ohio, said parcel of land being
bounded and described as follows:

    Commencing at the intersection of the northerly line of the
said northeast one-quarter (1/4) of Section 8 with the easterly line
of the west three (3) rods and fifteen (15) feet of the said
northwest one-quarter (1/4) of the northeast one-quarter (1/4) of
Section 8: thence in a southwesterly direction along the said
easterly line of the west three (3) rods and fifteen (15) feet of the
northwest one-quarter (1/4) of the northeast one-quarter (1/4) of
Section 8, having an assumed bearing of south zero (00 degrees,
ten (10) minutes, fifty-four (54) seconds west, a distance of five
hundred sixty-seven and eleven hundredths (567.11) feet to the
true point of beginning; thence continuing south zero (00) degrees
ten (10) minutes, fifty-four (54) seconds west along the said
easterly line of the west three (3) rods and fifteen (15) feet of the
northwest one-quarter (1/4) of the northeast one-quarter (1/4) of
Section 8; a distance of fifty-five and sixty-five hundredths (55.65)
feet to a point; thence south sixty-four (64) degrees, nine (09)
minutes, five (05) seconds west along a line, a distance of one
thousand five hundred fifty-five and forty-nine hundredths
(1555.49) feet to the intersection of the westerly line of the said
northeast one-quarter (1/4) of the northwest one-quarter (1/4) of
Section 8: thence north zero (00) degrees, thirty-seven (37)
minutes. forty-nine (49) seconds east along the said westerly line
of the northeast one-quarter (1/4) of the northwest one-quarter
(1/4) of Section 8 a distance of fifty-five and eighty-six hun-
dredths (55.86) feet to a point, said point being one thousand two
hundred forty-six and sixty-eight hundredths (1246.68) feet south.
erly of the northwest corner of the said northeast one-quarter
(1/4) of the northwest one-quarter (1/4) of Section 8; thence
north sixty-four (64) degrees, nine (09) minutes, five (05) seconds





                                     A-336
<PAGE>   395
                                                                            (TE)





east along aline, a distance of one thousand five hundred fifty-five
and one hundredths (1555.01) feet to the true point of beginning.

     Containing 1.79 acres more or less.

     Excepting therefrom a reservation as described in Volume 250
Page 663 of Ottawa County Deed Records.

     It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

     PARCEL D-126: A parcel of land being part of the northwest
one-quarter (1/4) of Section 8, Town 7 North, Range 15 East, in
Carroll Township, Ottawa County, Ohio, said parcel of land being
bounded and described as follows:

     Commencing at the southwest corner of the said northwest
one-quarter (1/4) of Section 8; thence in a northeasterly direction
along the westerly line of the said northwest one-quarter (1/4) of
Section 8, having and assumed bearing of north one (01) degree,
four (04) minutes, forty-two (42) seconds east, a distance of six
hundred eighty-three and three hundredths (683.03) feet to the
true point of beginning; thence continuing north one (01) degree,
four (04) minutes, forty-two (42) seconds east along the said
westerly line of the northwest one-quarter (1/4) of Section 8, a
distance of fifty-six an eight hundredths (56.08) feet to a point;
thence north sixty-four (64) degrees, nine (09) minutes, five (05)
seconds east along a line, a distance of one thousand four hundred
ninety-four and sixty hundredths (1494.60) feet to the intersection
of the westerly line of the northeast one-quarter (1/4) of the
northwest one-quarter (1/4) of Section 8, said intersection being
one thousand two hundred forty-six and sixty-eight hundredths
(1246.68) feet southerly of the northwest corner of the said
northeast one-quarter (1/4) of the northwest one-quarter (1/4) of
Section 8; thence south zero (00) degrees, thirty-seven (37)
minutes, forty-nine (49) seconds west along the said westerly line
of the northeast one-quarter (1/4) of the northwest one-quarter
(1/4) of Section 8, a distance of fifty-five an eighty-six hun-
dredths (55.86) feet to a point; thence south sixty-four (64)





                                     A-337
<PAGE>   396
                                                                            (TE)





degrees, nine (09) minutes, five (05) seconds west along a line. a
distance of one thousand four hundred ninety-five and nine
hundredths (1495.09) feet to the true point of beginning.

    Containing 1.72 acres more or less. Subject to legal highways.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-130: A parcel of land being part of the West half
(1/2) of the West half (1/2) of the East half (1/2) of the
Northeast quarter (1/4) of Section 7 Town Seven (7) North
Range fifteen (15) East, in Carroll Township, Ottawa County,
Ohio, said parcel of land being bounded and described as follows:

    Beginning at the southwest corner of the said West half (1/2)
of the West half (1/2) of the East half (1/2) of the Northeast
quarter (1/4) of Section 7: thence in a northerly direction along
the west line of said West half (1/2) of the West half (1/2) of the
East half (1/2) of the Northeast quarter (1/4) of Section 7 to the
intersection of a line drawn seventy.five and zero hundredths
(75.00) feet northwesterly of and parallel to the centerline of the
New Toledo Edison Company Transmission Line; thence in a
northeasterly direction along said line drawn seventy-five and zero
hundredths (75.00) feet northwesterly of and parallel to the
centerline of the New Toledo Edison Company Transmission Line
to the intersection of the east line of the said West half (1/2) of the
West half (1/2) of the East half (1/2) of the Northeast quarter
(1/4) of Section 7: thence in a southerly direction along the said
east line of the West half (1/2) of the West half (1/2) of the East
half (1/2) of the Northeast quarter (1/4) of Section 7 to the
intersection of the south line of the said West half (1/2) of the
West half (1/2) of the East half (1/2) of the Northeast quarter
(1/4) of Section 7: thence in a westerly direction along the said
south line of the West half (1/2) of the West half (1/2) of the
East half (1/2) of the Northeast quarter (1/4) of Section 7 to the
point of beginning.

    Containing 1.74 acres of land, more or less.





                                     A-338
<PAGE>   397
                                                                            (TE)





    PARCEL D-133: Being a parcel of land located in the
southeast quarter (1/4) of Section 7, Town 7-North. Range 15-
East. in Carroll Township, Ottawa County, Ohio, bounded and
described as follows:

    Commencing at the southwest corner of the southeast quarter
(1/4) of Section 7; thence in a northwesterly direction along the
westerly line of the said southeast quarter (1/4) of Section 7,
having an assumed bearing of north zero (00) degrees, twenty-
four (24) minutes, ten (10) seconds west, a distance of two
thousand thirty-nine and sixty-two hundredths (2039.62) feet to
the intersection of the centerline of The Toledo Edison Company
Transmission Line, said intersection being Station 901 + 35.25 on
the said centerline of The Toledo Edison Company Transmission
Line aforesaid, said intersection also being the true point of
beginning; thence continuing north zero (00) degrees, twenty-four
(24) minutes, ten (10) seconds west along the said westerly line of
the southeast quarter (1/4) of Section 7, a distance of three
hundred twenty-one and twenty-eight hundredths (321.28) feet to
the intersection of the easterly edge of water of Packer Creek:
thence south fifty-three (53) degrees, forty-eight (48) minutes,
seven (07) seconds east along the said easterly edge of water of
Packer Creek, a distance of three hundred twenty-eight and forty-
four hundredths (328.44) feet to the intersection of the said
centerline of The Toledo Edison Company Transmission Line
aforesaid, said intersection being Station 904 + 27.25 on the said
centerline of The Toledo Edison Company Transmission Line
aforesaid: thence south seventy-three (73) degrees, forty-eight
(48) minutes, fifty-seven (57) seconds east along the said easterly
edge of water of Packer Creek, a distance of one hundred twelve
and one hundredth (112.01) feet to the intersection of a line drawn
seventy-five and no hundredths (75.00) feet southeasterly of and
parallel to the said centerline of The Toledo Edison Company
Transmission Line aforesaid: thence south sixty-four (64) degrees,
nine (09) minutes, five (05) seconds west along said line drawn
seventy-five and no hundredths (75.00) feet southeasterly of and
parallel to the said centerline of The Toledo Edison Company
Transmission Line aforesaid, a distance of four hundred ten and
eighty-nine hundredths (410.89) feet to the intersection of the said





                  A-339
<PAGE>   398
                                                                            (TE)





westerly line of the southeast quarter (1/4) of Section 7: thence
north zero (00) degrees, twenty-four (24) minutes, ten (10)
seconds west along said westerly line of the southeast quarter
(1/4) of Section 7, a distance of eighty-three and six hundredths
(83.06) feet to the true point of beginning.

    Containing 1.58 acres more or less.

    PARCEL D. 134: A parcel of land being part of the west one-
half (1/2) of the northeast one-quarter (1/4) of Section 7 and
part of the west one-half (1/2) of the southeast one-quarter (1/4)
of Section 7, Town 7 North, Range 15 East, in Carroll Township,
Ottawa County, Ohio, said parcel of land being bounded and
described as follows:

    Commencing at the northeast corner of the said west one-half
of the northeast one-quarter (1/4) of Section 7; thence in a
southwesterly direction along the easterly line of the said west one-
half (1/2) of the northeast one-quarter (1/4) of Section 7, having
an assumed bearing of south zero (00) degrees, twenty (20)
minutes, thirty-eight (38) seconds west, a distance of two thousand
four hundred seventy-seven and nineteen hundredths (2477.19)
feet to the true point of beginning; thence continuing south zero
(00) degrees, twenty (20) minutes, thirty-eight (38) seconds west
along the said easterly line of the west one-half (1/2) of the
northeast one-quarter (1/4) of Section 7, a distance of one
hundred eleven and forty-four hundredths (111.44) feet to a point:
thence south sixty-four (64) degrees, nine (09) minutes, five (05)
seconds west along a line, a distance of one thousand two hundred
forty and twenty-five hundredths (1240.25) feet to the intersection
of the centerline of Packer Creek: thence north fifty-three (53)
degrees, forty-eight (48) minutes, seven (07) seconds west along
the said centerline of Packer Creek, a distance of one hundred
thirteen and twenty-one hundredths (113.21) feet to a point:
thence north sixty-four (64 degrees nine (09) minutes, five (05)
seconds east along a line, a distance of one thousand three hundred
forty-two and fifty hundredths (1342.50) feet to the true point of
beginning.

    Containing 2.97 acres more or less.





                    A-340
<PAGE>   399
                                                                            (TE)





    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-135: A parcel of land being part of the southwest
one-quarter (1/4) of Section 7, Town 7 North, Range 15 East, in
Carroll Township, Ottawa County, Ohio, said parcel of land being
bounded and described as follows:

    Commencing at the southwest corner of the said southwest
one-quarter (1/4) of Section 7; thence in a northerly direction
along the westerly line of the said southwest one-quarter (1/4) of
Section 7, having an assumed bearing of north zero (00) degrees,
one (01) minute, forty-five (45) seconds east, a distance of nine
hundred twenty-eight and three tenths (928.3) feet to the true
point of beginning; thence continuing north zero (00) degrees, one
(01) minute, forty-five (45) seconds east along the said westerly
line of the southwest one-quarter (1/4) of Section 7, a distance of
fifty-five and six tenths (55.6) feet to a point; thence north sixty-
four (64) degrees, nine (09) minutes, five (05) seconds east along
a line, a distance of two thousand three hundred forty-four and
eight tenths (2344.8) feet to a point; thence north twenty-five (25)
degrees, fifty (50) minutes, fifty-five (55) seconds west along a
line, a distance of fifty and no tenths (50.0) feet to a point: thence
north sixty-four (64) degrees, nine (09) minutes, five (05) seconds
east along a line, a distance of three hundred fifty and no tenths
(350.0) feet to the intersection of the easterly line (as occupied) of
the said southwest one-quarter (1/4) of Section 7; thence south
zero (00) degrees, fifty-three (53) minutes, forty-two (42) seconds
west along the said easterly line (as occupied) of the southwest
one-quarter (1/4) of Section 7, a distance of one hundred twelve
and no tenths (112.0) feet to a point, said point being two
thousand ninety and four tenths (2090.4) feet northerly from the
southeast corner (as occupied) of the said southwest one-quarter
(1/4) of Section 7; thence south sixty-four (64) degrees, nine (09)
minutes, five (05) seconds west along a line, a distance of two
thousand six hundred sixty-eight and six tenths (2668.6) feet to the
true point of beginning.





                  A-341
<PAGE>   400
                                                                           L(TE)





    Containing 3.45 acres of land more or less.

    Subject to legal highways.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-137: A parcel of land being part of the north one-
half (1/4) of the south one-half (1/2) of the southeast quarter
(1/4) of Section #12, Town-7 North, Range 14-East, in Benton
Township, Ottawa County, Ohio.  Said parcel of land being
bounded and described as follows:

    Commencing at the northeast corner of the said southeast
quarter (1/4) of Section #12: thence in a southerly direction along
the easterly line of the said southeast quarter (1/4) of Section #12,
having an assumed bearing of south zero (00) degrees, two (02)
minutes, thirty-one (31) seconds east, a distance of one thousand
seven hundred eighteen and ninety-three hundredths (1718.93)
feet to the true point of beginning; thence continuing south zero
(00) degrees, two (02) minutes, thirty-one (31) seconds east
along the said easterly line of the southeast quarter (1/4) of
Section #12, a distance of two hundred six and eighty hundredths
(206.80) feet to the intersection of the southerly line of the said
north one-half (1/2) of the south one-half (1/2) of the southeast
quarter (1/4) of Section #12: thence north eighty-nine (89)
degrees, twenty-six (26) minutes, twenty (20) seconds west along
the said southerly line of the north one-half (1/2) of the south one-
half (1/2) of the southeast quarter (1/4) of Section #12, a
distance of four hundred eighteen and fifty-eight hundredths
(418.58) feet to a point: thence north sixty-four (64) degrees, nine
(09) minutes, five (05) seconds east along a line a distance of four
hundred sixty-four and ninety-two hundredths (464.92) feet to the
true point of beginning.

    Containing nine hundred ninety-four thousandths (0.994)
acres of land more or less.

    Subject to legal highways.





                    A-342
<PAGE>   401
                                                                            (TE)





    PARCEL D-138: A parcel of land located in the south one-
half (1/2) of the south one-half (1/2) of the southeast one-quarter
(1/4) of Section 12, Town 7 North, Range 14 East, in Benton
Township, Ottawa County, Ohio and also located in the north one-
half (1/2), of the north one-half (1/2) of the northeast one-
quarter (1/4) of Section 13, Town 7 North, Range 14 East, in
Benton Township, Ottawa County, Ohio, bounded and described
as follows:

    Commencing at the southwest corner of the said northeast
one-quarter (1/4) of Section 13: thence in a northeasterly direction
along the westerly line of the said northeast one-quarter (1/4) of
Section 13, having an assumed bearing of north zero (00) degrees,
twenty-three (23) minutes, forty-three (43) seconds east, a dis-
tance of two thousand one hundred twenty-seven and forty-nine
hundredths (2127.49) feet to the true point of beginning; thence
continuing north zero (00) degrees, twenty-three (23) minutes,
forty-three (43) seconds east along the said westerly line of the
northeast one-quarter (1/4) of Section 13, a distance of fifty-five
and seventy-five hundredths (55.75) feet to a point; thence north
sixty-four (64) degrees, nine (09) minutes, five (05) seconds east
along a line, a distance of two thousand five hundred twenty-three
and seventy-eight hundredths (2523.78) feet to the intersection of
the northerly line of the said south one-half (1/4) of the south one-
half (1/2) of the southeast one-quarter (1/4) of Section 12, thence
south eighty-tune (89) degrees, twenty-six (26) minutes, twenty
(20) seconds east along the said northerly line of the south one-
half (1/2) of the south one-half (1/2) of the southeast one-quarter
(1/4) of Section 12, a distance of one hundred twelve and forty-
one hundredths (112.41) feet to a point, said point being three
hundred six and seventeen hundredths (306.17) feet westerly of
the northeast corner of the said south one-half (1/2) of the south
one-half (1/2) of the southeast one-quarter (1/4) of Section 12;
thence south sixty-four (64) degrees, nine (09) minutes, five (05)
seconds west along a line, a distance of two thousand six hundred
forty-nine and eleven hundredths (2649.11) feet to the true point
of beginning.

    Containing 2.97 acres more or less.





                  A-343
<PAGE>   402
                                                                            (TE)





    PARCEL D-139: A parcel of land being part of the northeast
one-quarter (1/4) of the northwest one-quarter of Section 13,
Town 7 North, Range 14 East, in Benton Township, Ottawa
County, Ohio, said parcel of land being bounded and described as
follows:

    Commencing at the southeast corner of the said northwest
one-quarter (1/4) of Section 13; thence in a northeasterly direction
along the easterly line of the said northwest one-quarter (1/4) of
Section 13, having an assumed bearing of north zero (00) degrees,
twenty-three (23) minutes, forty-three (43) seconds east, a dis-
tance of two thousand one hundred twenty-seven and forty-nine
hundredths (2127.49) feet to the true point of beginning; thence
continuing north zero (00) degrees, twenty-three (23) minutes,
forty-three (43) seconds east along the said easterly line of the
northwest one-quarter (1/4) of Section 13, a distance of fifty-five
and seventy-five hundredths (55.75) feet to a point; thence south
sixty-four (64) degrees, nine (09) minutes, five (05) seconds west
along a line, a distance of one thousand four hundred ninety-one
and sixty-four hundredths (1491.64) feet to the intersection of the
westerly line of the said northeast one-quarter (1/4) of the
northwest one-quarter (1/4) of Section 13: thence south zero (00)
degrees, ten (10) minutes, thirty (30) seconds west along the said
westerly line of the northeast one-quarter (1/4) of the northwest
one-quarter (1/4) of Section 13, a distance of fifty-five and sixty-
four hundredths (55.64) feet to a point, said point being one
thousand one hundred eighty-three and sixteen hundredths
(1183.16) feet southerly of the northwest corner of the said
northeast one-quarter (1/4) of the northwest one-quarter (1/4) of
Section 13; thence north sixty-four (64) degrees, nine (09) min-
utes, five (05) seconds east along a line, a distance of one thousand
four hundred ninety-one and forty-one hundredths (1491.41) feet
to the true point of beginning.

    Containing 1.71 acres more or less.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.





                   A-344
<PAGE>   403
                                                                            (TE)





    PARCEL D-140: A parcel of land being part of the west one-
half (1/2) of the north one-half (1/2) of the northwest one-
quarter (1/4) of Section 13, Town 7 North, Range 14 East in
Benton Township, Ottawa County, Ohio, said parcel of land being
bounded and described as follows:

    Commencing at the southwest corner of the said west one-half
(1/2) of the north one-half (1/2) of the northwest one-quarter
(1/4) of Section 13: thence in an easterly direction along the
southerly line of the said west one-half (1/2) of the north one-half
(1/2) of the northwest one-quarter (1/4) of Section 13, having an
assumed bearing of south eighty-nine (89) degrees, thirty-four
(34) minutes, thirty-nine (39) seconds east, a distance of nine
hundred thirty-seven and ninety-six hundredths (937.96) feet to
the true point of beginning; thence north sixty-four (64) degrees,
nine (09) minutes, five (05) seconds east along a line, a distance
of four hundred forty-four and twenty hundredths (444.20) feet to
the intersection of the easterly line of the said west one-half (1/2)
of the north one-half (1/2) of the northwest one-quarter (1/4) of
Section 13; thence south zero (00) degrees, ten (10) minutes,
thirty (30) seconds west along the said easterly line of the west
one-half (1/2) of the north one-half (1/2) of the northwest one-
quarter (1/4) of Section 13, a distance of one hundred ninety-six
and sixty-one hundredths (196.61) feet to the intersection of the
said southerly line of the west one-half (1/2) of the north one-half
(1/2) of the northwest one-quarter (1/4) of Section 13; thence
north eighty-nine (89) degrees, thirty-four (34) minutes, thirty-
nine (39) seconds west along the said southerly line of the west
one-half (1/2) of the north one-half (1/2) of the northwest one-
quarter (1/4) of Section 13, a distance of three hundred ninety-
nine and seventeen hundredths (399.17) feet to the true point of
beginning.

    Containing 0.90 acres of land more or less.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.





                   A-345
<PAGE>   404
                                                                            (TE)





    PARCEL D-141: Being a parcel of land one hundred fifty
(150) feet in width of that part of the south one half (1/2) of the
northwest quarter (1/4) or Section 13, in Benton Township,
Ottawa County, Ohio, bounded and described as follows:

    Commencing at the northwest corner of the south one half
(1/2) of the northwest quarter (1/4) of Section 13: thence in an
easterly direction along the northerly line of the said south one half
(1/2) of the northwest quarter (1/4) of Section 13, having an
assumed bearing of south eighty nine degrees thirty four minutes
thirty nine seconds (89 degrees 34' 39") east, a distance of nine hundred
thirty seven and ninety six hundredths (937.96) feet to the true
point of beginning; thence continuing south eighty nine degrees
thirty four minutes thirty nine seconds (89 degrees 34' 39") east along the
said northerly line of the south one half (1/2) of the northwest
quarter (1/4) of Section 13, a distance of three hundred thirty
eight and ninety hundredths (338.90) feet to a point: thence south
sixty four degrees nine minutes five seconds (64 degrees 09' 05") west, a
distance of one thousand four hundred eighteen and twenty two
hundredths (1418.22) feet to the intersection of the westerly line of
the said south one half (1/2) of the northwest quarter (1/4) of
Section 13; thence north zero degrees two minutes forty five
seconds (00 degrees 02' 45") west along the said westerly line of the south
one half (1/2) of the northwest quarter (1/4) of Section 13, a
distance of one hundred sixty six and sixty two hundredths
(166.62) feet to a point which is also located one thousand seven
hundred eighty three (1783) feet south of the northwest corner of
said Section 13: thence north sixty four degrees nine minutes five
seconds (64 degrees 09' 05") east, a distance of one thousand forty one
and eighty one hundredths (1041.81) feet to the true point of
beginning and containing four and twenty four hundredths (4.24)
acres of land, more or less.

    Subject to legal highways.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.





                    A-346
<PAGE>   405
                                                                            (TE)





    PARCEL D-142: A parcel of land being part of the south one-
half (1/2) of the northeast one-quarter (1/4) of Section 14, Town
7 North, Range 14 East, in Benton Township, Ottawa County,
Ohio, said parcel of land being bounded and described as follows:

    Commencing at the northeast corner of the said northeast one-
quarter (1/4) of Section 14; thence in a southeasterly direction
along the easterly line of the said northeast one-quarter (1/4) of
Section 14, having an assumed bearing of south zero (00) degrees,
two (02) minutes, forty-five (45) seconds east, a distance of one
thousand seven hundred eighty-three and zero hundredths
(1783.00) feet to the true point of beginning: thence continuing
south zero (00) degrees, two (02) minutes, forty-five (45) seconds
east along the said easterly line of the northeast one-quarter (1/4)
of Section 14, a distance of fifty-five and fifty-four hundredths
(55.54) feet to a point: thence south sixty-four (64) degrees, nine
(09) minutes, five (05) seconds west along a line, a distance of one
thousand nine hundred and thirty hundredths (1900.3O) feet to the
intersection of the southerly line of the said south one-half (1/2) of
the northeast one-quarter (1/4) of Section 14: thence south eighty-
nine (89) degrees, thirteen (13) minutes, seven (07) seconds west
along the said southerly line of the south one-half (1/2) of the
northeast one-quarter (1/4) of Section 14, a distance of one
hundred eighteen and one hundredths (118.01) feet to a point,
said point being eight hundred sixty-two and twelve hundredths
(862.12) feet easterly of the southwest corner of the said south
one-half (1/2) of the northeast one-quarter (1/4) of Section 1/44;
thence north sixty-four (64) degrees, nine (09) minutes, five (05)
seconds east along a line, a distance of two thousand thirty-one and
thirty-seven hundredths (2031.37) feet to the true point of begin-
ning.

    Containing 2.26 acres more or less.

    Subject to legal highways.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.





                 A-347
<PAGE>   406
                                                                            (TE)





    PARCEL D-143: The north one-half (1/2) of the southeast
quarter (1/4) of Section fourteen (14), Town seven (7), Range
fourteen (14) in Benton Township, Ottawa County, Ohio, ex-
cepting therefrom a parcel of land being bounded and described as
follows:

    Commencing at the southeast corner of the said southeast one-
quarter (1/4) of Section 14: thence in a northerly direction along
the easterly line of the said southeast one-quarter (1/4) of Section
14, having an assumed bearing of north zero (00) degrees, eleven
(11) minutes, forty-seven (47) seconds east, a distance of one
thousand six hundred eighty-six and sixty-three hundredths
(1686.63) feet to the true point of beginning; thence north eighty-
nine (89) degrees, forty-eight (48) minutes, thirteen (13) seconds
west along a line drawn perpendicular to the said easterly line of
the southeast one-quarter (1/4) of Section 14, a distance of three
hundred thirty-one and no hundredths (331.00) feet to the
intersection of a line drawn three hundred thirty-one and no
hundredths (331.00) feet westerly of and parallel to the said
easterly line of the southeast one-quarter (1/4) of Section 14,
thence north zero (00) degrees, eleven (11) minutes, forty-seven
(47) seconds east along said line drawn three hundred thirty-one
and no hundredths (331.00) feet westerly of and parallel to the
easterly line of the southeast one-quarter (1/4) of Section 14, a
distance of two hundred sixty-three and twenty hundredths
(263.20) feet to the intersection of a line drawn perpendicular to
the said easterly line of the southeast one-quarter (1/4) of Section
14; thence south eighty-nine (89) degrees, forty-eight (48) min-
utes, thirteen (13) seconds east along said line drawn per-
pendicular to the said easterly line of the southeast one-quarter
(1/4) of Section 14, a distance of three hundred thirty-one and no
hundredths (331 .00) feet to the intersection of the said easterly
line of the southeast one-quarter (1/4) of Section 14: thence south
zero (00) degrees, eleven (11) minutes, forty-seven (47) seconds
west along the said easterly line of the southeast one-quarter (1/4)
of Section 14, a distance of two hundred sixty-three and twenty
hundredths (263.20) feet to the true point of beginning.

    Containing 2.00 acres of land, more or less.





                    A-348
<PAGE>   407
                                                                            (TE)





    Subject to legal highways.

    PARCEL D-144: A parcel of land being part of the north one
half (1/2) of the southwest one quarter (1/4) of Section 14, Town
7 North, Range 14 East, in Benton Township, Ottawa County,
Ohio, said parcel of land being bounded and described as follows:

    Commencing at the southwest corner of the said north one
half (1/2) of the southwest one quarter (1/4) of Section 14:
thence in a northeasterly direction along the southerly line of the
said north one half (1/2) of the southwest one quarter (1/4) of
Section 14, having an assumed bearing of north eighty nine (89)
degrees, ten (10) minutes, twenty seven (27) seconds east, a
distance of one thousand fifty three and eighty hundredths
(1053.80) feet to the true point of beginning; thence north sixty
four (64) degrees, nine (09) minutes, five (05) seconds east along
a line, a distance of one hundred eighteen and twenty one
hundredths (118.21) feet to the intersection of a line drawn
perpendicular to the said southerly line of the north one-half (1/2)
of the southwest one quarter (1/4) of Section 14: thence south zero
(00) degrees, forty nine (49) minutes, thirty three (33) seconds
east along said line drawn perpendicular to the southerly line of the
north one half (1/2) of the southwest one quarter (1/4) of Section
14, a distance of fifty and no hundredths (50.00) feet to the
intersection of the said southerly line of the north one half (1/2) of
the southwest one quarter (1/4) of Section 14: thence south eighty
nine (89) degrees, ten (10) minutes, twenty seven (27) seconds
west along the said southerly line of the north one half (1/2) of the
southwest one quarter (1/4) of Section 14, a distance of one
hundred seven and eleven hundredths (107.11) feet to the true
point of beginning.

    Containing 0.06 acres more or less.

    PARCEL D-145: Being a parcel of land one hundred fifty
(150) feet in width located in that part of the north one half (1/2)
of the southwest quarter (1/4) of Section 14, Town 7-North,
Range 14-East, in Benton Township, Ottawa County, Ohio, bound-
ed and described as follows:





                   A-349
<PAGE>   408
                                                                            (TE)





    Commencing at the northeast corner of the said north one half
(1/2) of the southwest quarter (1/4) of Section 14: thence in a
southwesterly direction along the easterly line of the said north one
half (1/2) of the southwest quarter (1/4) of Section 14, having an
assumed bearing of south zero degrees fifteen minutes zero seconds
(00 degrees 15' 00") west, a distance of four hundred six and seventy two
hundredths (406.72) feet to the true point of beginning; thence
continuing south zero degrees fifteen minutes zero seconds (00 degrees 15'
00") west along the said easterly line of the north one half (1/2) of
the southwest quarter (1/4) of Section 14, a distance of one
hundred sixty seven and four hundredths (167.04) feet to a point;
thence south sixty four degrees nine minutes five seconds (64 degrees 09'
05") west a distance of one thousand seven hundred eighty seven
and ninety eight hundredths (1787.98) feet to the intersection of
the southerly line of the said north one half (1/2) of the southwest
quarter (1/4) of Section 14; thence south eighty nine degrees ten
minutes twenty seven seconds (89 degrees 10' 27") west along the said
southerly line of the north one half (1/2) of the southwest quarter
(1/4) of Section 14, a distance of three hundred fifty four and sixty
two hundredths (354.62) feet to a point located six hundred ninety
nine and eighteen hundredths (699.18) feet east of the west line of
the said north one half (1/2) of the southwest quarter (1/4) of
Section 14; thence north sixty four degrees nine minutes five
seconds (64 degrees 09' 05") east a distance of two thousand one hundred
eighty two and eighty hundredths (2182.80) feet to the true point
of beginning and containing six and eighty four hundredths (6.84)
acres of land, more or less.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-146: Being a parcel of land one hundred fifty and
no hundredths (150.00) feet in width located in the southwest
quarter (1/4) of the southwest quarter (1/4) of Section 14, Town
7-North, Range 14-East, in Benton Township, Ottawa County and
State of Ohio, bounded and described as follows:





                   A-350
<PAGE>   409
                                                                            (TE)




    Commencing at the northwest corner of the said southwest
quarter (1/4) of the southwest quarter (1/4) of Section 14; thence
in a northeasterly direction along the northerly line of the said
southwest quarter (1/4) of the southwest quarter (1/4) of Section
14, having an assumed bearing of north eighty nine degrees ten
minutes twenty seven seconds (89 degrees 10' 27") east, a distance of six
hundred ninety nine and eighteen hundredths (699.18) feet to the
true point of beginning; thence continuing north eighty nine
degrees ten minutes twenty seven seconds (89 degrees 10' 27") east along
the said northerly line of the southwest quarter (1/4) of the
southwest quarter (1/4) of Section 14, a distance of three hundred
fifty four and sixty two hundredths (354.62) feet to a point: thence
south sixty four degrees nine minutes five seconds (64 degrees 09' 05")
west, a distance of one thousand one hundred sixty eight and
eighty seven (1168.87) feet to the intersection of the westerly line
of the said southwest quarter (1/4) of the southwest quarter (1/4)
of Section 14; thence north zero degrees twelve minutes fifteen
seconds (00 degrees 12' 15") west along the said westerly line of the
southwest quarter (1/4) of the southwest quarter (1/4) of Section
14, a distance of one hundred sixty six and forty hundredths
(166.40) feet to a point located three hundred twenty eight and
four hundredths (328.04) feet south of the said northwest corner of
the southwest quarter (1/4) of the southwest quarter (1/4) of
Section 14; thence north sixty four degrees nine minutes five
seconds (64 degrees 09' 05") east, a distance of seven hundred seventy
five and fifty three (775.53) feet to the true point of beginning and
containing three and thirty five hundredths (3.35) acres of land,
more or less.

    Subject to legal highways.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-147: A parcel of land being part of the south one-
half (1/2) of the southeast one-quarter (1/4) of Section 15, Town
7 North, Range 1/44 East, in Benton Township, Ottawa County,
Ohio, said parcel being bounded and described as follows:





                  A-351
<PAGE>   410
                                                                            (TE)




    Commencing at the northeast corner of the said south one-half
(1/2) of the southeast one-quarter (1/4) of Section 15: thence in a
southeasterly direction along the easterly line of the said south one-
half (1/2) of the southeast one-quarter (1/4) of Section 15,
having an assumed bearing of south zero (00) degrees, twelve
(12) minutes, fifteen (15) seconds east, a distance of three
hundred twenty-eight and four hundredths (328.04) feet to the
true point of beginning; thence continuing south zero (00) degrees,
twelve (12) minutes, fifteen (15) seconds east along the said
easterly line of the south one-half (1/2) of the southeast one-
quarter (1/4) of Section 15, a distance of fifty-five and forty-six
hundredths (55.46) feet to a point, thence south sixty-four (64)
degrees, nine (09) minutes, five (05) seconds west along a line, a
distance of two thousand two hundred one and thirty-one hun-
dredths (2201.31) feet to the intersection of the southerly line of
the said south one-half (1/2) of the southeast one-quarter (1/4)
of Section 15: thence south eighty-nine (89) degrees, thirty-three
(33) minutes, fifty (50) seconds west along the said southerly line
of the south one-half (1/2) of the southeast one-quarter (1/4) of
Section 15, a distance of one hundred sixteen and fifty-one
hundredths (116.51) feet to a point, said point being five hundred
twenty-three and sixty-one hundredths (523.6) feet easterly of
the southwest corner of the said south one-half (1/2) of the
southeast one-quarter (1/4) of Section 15; thence north sixty-four
(64) degrees, nine (09) minutes, five (05) seconds east along a
line, a distance of two thousand three hundred thirty and fifty-five
hundredths (2330.55) feet to the true point of beginning.

    Containing 2.60 acres more or less.

    Subject to legal highways.

    Excepting therefrom a reservation as described in Volume 250
Page 293 of Ottawa County Deed Records.

    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.





                     A-352
<PAGE>   411
                                                                            (TE)





    PARCEL D-148: A parcel of land being part of the north
twenty-four (24) acres of the northeast one-quarter (1/4) of
Section 22, Town 7 North, Range 14 East in Benton Township,
Ottawa County, Ohio, said parcel of land being bounded and
described as follows:

    Commencing at the northwest corner of the said north twenty-
four (24) acres of the northeast one-quarter (1/4) of Section 22;
thence in a northeasterly direction along the northerly line of the
said north twenty-four (24) acres of the northeast one-quarter
(1/4) of Section 22, having an assumed bearing of north eighty-
nine (89) degrees, thirty-three (33) minutes, fifty (50) seconds
east, a distance of five hundred twenty-three and sixty-one hun-
dredths (523.61) feet to the true point of beginning; thence
continuing north eighty-nine (89) degrees, thirty-three (33) min-
utes, fifty (50) seconds east along said northerly line of the north
twenty-four (24) acres of the northeast one-quarter (1/4) of
Section 22, a distance of one hundred sixteen and fifty-one
hundredths (116.51) feet to a point; thence south sixty-four (64)
degrees, nine (09) minutes. five (05) seconds west along a line, a
distance of seven hundred eleven and thirty-two hundredths
(711.32) feet to the intersection of the westerly line of the said
north twenty-four (24) acres of the northeast one-quarter (1/4) of
Section 22; thence north zero (00) degrees, zero (00) minutes.
forty-three (43) seconds east along the said westerly line of the
north twenty-four (24) acres of the northeast one-quarter (1/4) of
Section 22, a distance of fifty-five and fifty-six hundredths (55.56)
feet to a point, said point being two hundred forty-nine and sixty-
six hundredths (249.66) feet southerly of the said northwest corner
of the north twenty-four (24) acres of the northeast one-quarter
(1/4) of Section 22; thence north sixty-four (64) degrees, nine
(09) minutes, five (05) seconds east along a line, a distance of five
hundred eighty-one and eighty-four hundredths (581.84) feet to
the true point of beginning.

    Containing 0.74 acres more or less.

    Excepting therefrom a reservation as described in Volume 250
Page 295 of Ottawa County Deed Records.





                 A-353
<PAGE>   412
                                                                            (TE)





    It is the intention of Grantees that the property acquired
herein extend to and be contiguous with right of way acquired by
Grantees through the adjacent properties so as to establish a
continuous corridor.

    PARCEL D-149: A parcel of land being part of the east half
(1/2) of the northwest quarter (1/4) of Section 22, Town 7 North,
Range 14 East, in Benton Township, Ottawa County, Ohio, said
parcel of land being bounded and described as follows:

    Beginning at the northeast corner of the said east half (1/2)
of the northwest quarter (1/4) of Section 22; thence in a south-
westerly direction along the easterly line of the said east half (1/2)
of the northwest quarter (1/4) of Section 22, having an assumed
bearing of south zero (00) Degrees, zero (00) minutes, forty-three
(43) seconds west, a distance of four hundred ninety-two and
eighty-nine hundredths (492.89) feet to the intersection of the
northeasterly right of way line of the Norfolk and Western
Railroad; thence north sixty (60) degrees, fourteen (14) minutes,
fifty-five (55) seconds west along the said northeasterly right of
way line of the Norfolk and Western Railroad, a distance of nine
hundred seventy-nine and ninety-six hundredths (979.96) feet to
the intersection of the northerly line of the said east half (1/2) of
the northwest quarter (1/4) of Section 22; thence north eighty-
nine (89) degrees, thirty-three (33) minutes, twenty-two (22)
seconds east along the said northerly line of the east half (1/2) of
the northwest quarter (1/4) of Section 22, a distance of eight
hundred fifty and ninety-two hundredths (850.92) feet to the point
of beginning.

    Containing 4.81 acres more or less.



                              [REMAINDER OF PAGE
                             INTENTIONALLY BLANK]





                                     A-354
<PAGE>   413
                                                                            (TE)





                              [TOP PORTION OF PAGE
                              INTENTIONALLY BLANK]





                               EXCEPTED PROPERTY

    Excepting and reserving from the lien and operation of this Inden-
ture all of the properties of the Company hereinafter described, to-
gether with the appurtenances thereof; Provided, however, that any
and all equipment now or hereafter located on or over any real estate
hereby excepted and appertaining to the electric plants, substations,
transmission or distribution lines of the Company or other mortgaged
property and any easement or other right reasonably necessary for the
maintenance or operation thereof, shall not by reason of this exception
and reservation be deemed to be excepted or reserved from the lien of
this Indenture; it being the intention hereof to subject to the lien
of the Indenture generally all equipment used or useful in the opera-
tion of the Company's business and the right to maintain the same,
whether or not located on the excepted real estate:

    1.  The Casino Power Site situated in the City of Toledo, Lucas
County, Ohio. Said premises being more particularly described as:

    (a) That part of the Wausonoquette Tract, Town 9 South, Range
8 East, in Washington Township, Lucas County, Ohio, which lies east
of the top of the easterly bank of Mud Creek so called, and south of the
south end of the bridge over said Mud Creek so called, and north of the
land heretofore conveyed to the City of Toledo for park purposes,
more particularly described as follows:




                                     A-355
<PAGE>   414
                                                                            (TE)




                            Commencing at a point on the shore of Maumee Bay
                        434.92 feet east and 803 feet north of the southeast
                        corner of the Wausonoquette Tract thence west on a line
                        parallel with the south line of said tract 558 feet;
                        thence northerly by angle to the right 87 degrees,
                        184.45 feet; thence by angle to the right 10 degrees
                        and 30 minutes, 116.85 feet; thence by angle to the
                        right 12 degrees and 4 minutes, 387.40 feet; thence by
                        angle to the left, 9 degrees and 43 minutes, 245.85
                        feet; thence by angle to the left 12 degrees and 40
                        minutes, 317 feet; thence by angle to the left 17
                        degrees and 55 minutes, 113.40 feet to the south end of
                        bridge over Mud Creek; thence northeasterly along the
                        southerly end of said bridge 50 feet to the shore of
                        Maumee Bay; thence southeasterly along the shore of
                        Maumee Bay to place of beginning, excepting from the
                        above described land the following described parcel
                        which was deeded to the Board of County Commissioners
                        of Lucas County, Ohio, by The Toledo Casino Company on
                        the 21st day of October, 1930, and recorded in Volume
                        814, Page 179 of Deeds Records:
                            A strip of land 60 feet wide in the North 10.52
                        acres of 18.52 acres lying East of the top of the East
                        Bank of Mud Creek (so-called) in the Southeast part of
                        Wausonoquette Tract, Washington Township, Lucas County,
                        Ohio. The parcel from which the 60 foot strip herein
                        conveyed is to be detached is shown in Vol. 17 of Lucas
                        County Plats, Page 44, as the land sold to David
                        Robison, Jr. by deed recorded in Vol. 196 of Deeds,
                        Page 251. The said 60 foot strip is 30 feet on each
                        side of the following described center line:
                            Beginning on the South line of the said 10.52 acres
                        51.70 feet East of the Southwest corner thereof; thence
                        17.79 feet Northerly on a line making an angle of 86
                        degrees 44' 51" with the said South line measured from
                        East to North to the point of tangency to the arc of a
                        circle whose radius is 1432.40 feet with the center to
                        the East, central angle is 8 degrees 00' 00" and
                        tangent distance is 100.16 feet; thence Northerly along
                        said arc 200.00 feet to the point of tangency to a line
                        which produced Northerly is 30 feet East of and
                        parallel to the course F G of the meander line of the
                        East bank of Mud Creek shown in the plat of record
                        referred to above and from the original stones located
                        in the ground at points F and G; thence Northerly
                        864.35 feet running 30 feet East of and parallel to the
                        said course F G to the point of tangency to the arc of
                        a circle whose radius is 2864.79 feet, with the center
                        to the West, central angle is 6 degrees 13' 00" and
                        tangent distance is 155.57 feet; thence Northerly along
                        last described arc to the North line of the said 10.52
                        acres and there terminating subject to the present
                        legal highway.
                            Excepting from the above described premises the
                        part thereof conveyed to Harry Rimelspach by deed dated
                        July 24, 1944 and



                                               A-356
<PAGE>   415
                                                                            (TE)



recorded in Volume 1142 of the Lucas County, Ohio, Deed Records at
page 541.

    (b) Also all the riparian rights and all right, title and interest
of the Company in and to the submerged lands lying in the Maumee
Bay (or Maumee River) east of and in front of the above described
premises and extending into said Bay (or River) at right angles to
the shore, containing 90.30 acres more or less.

    2.  The following described real estate situated in Adams Town-
ship, Lucas County, Ohio:
    A parcel of land in the West half (1/2) of the Southeast frac-
tional quarter of Section thirty-two (32), town nine (9) south, range
seven (7) east, Adams Township, Lucas County, Ohio, and more par-
ticularly described as follows: Bounded on the south by the north line
of Dorr Street Road; on the west by the right-of-way of The Toledo
Railway & Terminal Company; on the north by the right-of-way of
The Lake Shore & Michigan Southern Railroad Company; on the east
by the north and south highway called Upton Road.

    3.  The following described real estate situated in the Village of
Genoa, Ottawa County, Ohio, and being more particularly described as:
    Situated in the Village of Genoa, County of Ottawa and State of
Ohio, and known as being a part of Lots 1 and 3, Block No. 1, Frank
Hudells 3rd Addition to the Village of Genoa, Ottawa County, Ohio,
commencing at the corner of Main and Jefferson Streets, running sixty
feet south along Main Street; thence west fifty feet; thence north sixty
feet; thence east fifty feet to the place of beginning.

    4.  The following described real estate situated in the City of
Fremont, County of Sandusky and State of Ohio, and known as the
west parts of Outlots Numbers Two Hundred and Sixty-two (262)
and Two Hundred Sixty-three (263) in said City, being all that part
and portion of said Outlots Nos. 262 and 263 lying and being west
of a line drawn and running through the same, commencing for a
Starting point at a point on the north line of said Outlot No. 262 one
hundred and seventy-three (173) feet west from the west line of the
alley which runs north and south along the east ends of said outlots,
and running thence in an oblique direction southerly through said
Outlot No. 262, and on through that portion and to the south line of
said Outlot No. 263, which was deeded to Robert Vickery, Jr. by
Robert Vickery, Sr., and wife, August 20, A. D. 1897, and recorded in
Volume 65, Page 181, Deed Records of Sandusky County, Ohio, and




                                     A-357
<PAGE>   416
                                                                            (TE)




intersecting said south line at a point therein two hundred and forty-
four (244) feet west from the west line of said alley. Subject, however,
to conditions in deed from Robert Vickery, Jr. and wife to William B.
Comstock of December 23, 1899, recorded in Volume 69, Page 254, of
Sandusky County, Ohio, Deed Records.
    Also Outlots Numbers Two Hundred Sixty-four (264), Two Hun-
dred Sixty-five (265), Two Hundred Sixty-six (266), Two Hundred
Sixty-seven (267), Two Hundred Sixty-eight (268), Two Hundred
Sixty-nine (269), and that part of Outlot No. Two Hundred Seventy
(270) north of the Wheeling and Lake Erie Railroad track.
    Also Inlots Nos. Twenty-nine Hundred Ten (2910), Twenty-nine
Hundred Eleven (2911) and Twenty-nine Hundred Twelve (2912).

    5.  The following described real estate situated in the Village of
Delta, Fulton County, Ohio, said premises being more particularly
described as:
    A piece or parcel of land thirty-three (33) feet in width off of the
east side of lot number forty-one (41) in Gates & Kennedy's Addition
to the said Village of Delta, Ohio; said piece or parcel of land being
thirty-three (33) feet in width by one hundred thirty (130) feet in
depth.

    6.  The following described real estate situated in the City of
Toledo, Lucas County, Ohio, and being more particularly described as:
    That part of the south one-half (1/2) of Section No. 27, Town
nine (9) South, Range seven (7) East, in the City of Toledo, Lucas
County, Ohio, and more particularly described as follows: Beginning
at a point in the northeasterly line of Monroe Street a distance of
two hundred and thirty-six and five-tenths (236.5) feet from the point
in said northeasterly line of Monroe Street where said line intersects
with the west line of the right of way of the Michigan Central Railroad
(formerly the Toledo Canada Southern and Detroit Railway), said
west line of the Michigan Central Railroad being twenty-three (23) feet
west of the center line of the main track of said railroad; thence north-
westerly along said northeast line of Monroe Street for a distance of
three hundred sixty-six and eight-tenths (366.8) feet more or less to
a point (for reference to this point, begin at a stone monument at the
center line of Monroe Street and Milburn Avenue; thence running
southeasterly along the center line of Monroe Street 68.87 feet to a
point, thence northeasterly at right angles to the center line of said
street a distance of 40 feet to said point, same being the westerly
corner of lands formerly owned by The Milburn Wagon Company);




                      A-358
<PAGE>   417
                                                                            (TE)



thence on an angle of eighty-seven degrees eleven minutes to the
right, run along a line thirty (30) feet southeasterly from and parallel
with the center line of the southbound main track of The New York
Central Railroad for a distance of one thousand and fifty-three and
five-tenths (1053.5) feet to a point; thence angle to the right fifty-five
degrees fifty minutes, running a distance of fifteen and fifty-one hun-
dredths (15.51) feet to a point; thence angle to the left sixty-two
degrees twenty-eight minutes, run a distance of eighty-six and four-
tenths (86.4) feet to a point; thence angle to the right eighty-five
degrees forty-four minutes, running a distance of fifty-eight and
ninety-seven hundreds (58.97) feet more or less to a point on the
westerly line of the right-of-way of the Michigan Central Railroad, said
line being twenty-three (23) feet west from the center line of the main
track of said railroad; from said point run thence southerly on and
along said westerly line of the Michigan Central Railroad for a dis-
tance of eight hundred fifty-three and six tenths (853.6) feet to a point,
which point is distant four hundred sixty-two and ten hundredths
(462.10) feet northerly from the intersection of said line with the
northeasterly line of Monroe Street; thence angle to the right in a
southwesterly direction on and along a line at right angles to the north-
easterly line of Monroe Street a distance of three hundred ninety-six
and ninety-nine hundredths (396.99) feet more or less to the point of
beginning, containing six and nine hundred one thousandths (6.901)
acres.

    7.  Site of former Gas Holder situated on Harrison Street be-
tween the Maumee River and First Street in the City of Defiance,
Defiance County, Ohio. Said premises being more particularly de-
scribed as:
    (a) Situated in the City of Defiance, County of Defiance and State
of Ohio, and known as Lot number one (1) in block number one (1), In
William C. Holgate's First Addition to the village (now City) of
Defiance, Defiance County, Ohio, as appears on the County Auditor's
Plat for taxation, and being the same premises as described at page
295, in Volume 5, and at pages 492 and 493 in Vol. 30 of the Records
of Deeds of Defiance County, Ohio, and being numbers 224, 302, 4, 6,
and 308 Harrison Street, in said City.
    (b) Situated in the City of Defiance, Defiance County, Ohio, corn-
mencing at the southwesterly corner of Lot number two (2) Block
number one (1) in William C. Holgate's First Addition to the City of
Defiance, Ohio; Thence westerly on a straight line with the southerly
line of said lot number two (2) seventy (70) feet to an iron stake on



                                     A-359
<PAGE>   418
                                                                            (TE)


                the easterly side of ground now owned by William B. Daoust;
                thence northwesterly to a point on the southerly bank of the
                Maumee River, one hundred and fourteen feet westerly of the
                northwesterly corner of said Lot number One (1) thence easterly
                eighteen feet to the north- westerly corner of Lot number Two
                (2) in said Block; thence southerly to the southwesterly corner
                of said lot number two (2) to the place of beginning. Said land
                not abutting on any street, but lying westerly of the northerly
                part of Harrison Street.

                   8.  Lots Numbers four (4), five (5) and six (6) in A. M. and
                T. Tredwell's Subdivision of lots Numbers Ten hundred and two
                (1002) and Ten hundred and three (1003) in the Vistula Division
                of Toledo, Lucas County, Ohio.

                   9.  A parcel of real estate described as follows:
                   Lot Number Three hundred forty-seven (347) Oliver's Division
                of the City of Toledo, Lucas County, Ohio.

                   10. A Dam Site, undeveloped, situated in Perry Township,
                Putnam County, Ohio, and being more particularly described as:
                   Situated in the Township of Perry, County of Putnam and
                State of Ohio, and known as the West part of the Northeast
                fractional quarter (1/4) of Section Number Twenty-eight (28),
                Town One (1) North, Range Five (5) East, in said Putnam County,
                Ohio, containing two (2) Acres of land, being all the land in
                said Northeast fractional quarter which is situated between the
                public road and the East line of the Auglaize River, together
                with all the appurtenances thereunto belonging which is
                situated upon the above described premises, together with all
                the rights and easements appertaining to said premises. Also,
                the East middle part of the Northeast quarter (1/4) of the
                Northeast fractional quarter (1/4) of Section Twenty-eight (28)
                Town One (1) North, Range Five (5) East, in Putnam County,
                Ohio, more particularly described as follows:  Commencing at a
                stone That is set South eight and one-half degrees (S. 8 1/2
                degrees) West, twenty-two (22) rods from the old original
                stone on the West side of the Auglaize River where the North
                line of said Section crosses said River; running thence South
                eighty-four degrees West (s. 84 degrees w.) nine and one-half
                (9%) rods to a stone; thence South thirty degrees East (S. 30
                degrees E.) fifty-two (52) rods to a stone; thence North thirty
                degrees East (N. 30 degrees E.) seven (7) rods to a stone;
                thence North seventeen and one-half (17 1/2) degrees West
                fifteen (15) rods to a stone; thence North forty-six degrees
                East (N. 46 E.) six (6) rods to the Auglaize River; thence down
                said River with the meanderings thereof, to the place of
                beginning, with the rights and easements pertaining to said
                premises and appurtenances.


                                     A-360
<PAGE>   419
                                                                            (TE)


    11. The following described real estate situated in Section
twenty-six (26), town seven (7) north, range six (6) east, in the Village
of Wauseon, Fulton County, Ohio, and described as:
    Commencing at a point four hundred forty-six and three tenths
(446.3) feet west of the north and south center line of section twenty-
six (26), town seven (7) north, range six (6) east, on the north line of
said section, at the northwest corner of a lot owned by Eunice Dean;
thence south two hundred thirty (230) feet; thence west sixty (60) feet;
thence north two hundred thirty (230) feet; thence east sixty (60) feet
to the place of beginning.

    12. Situated in the Village of Vermilion, County of Erie, State
of Ohio, bounded and being more particularly described as follows:
Being part of Lot No. 25 in Section 1 of Township 6, Range 20, and
now in the Village of Vermilion, more definitely described as follows:
Beginning at a point in the East line of said lot at its intersection with
the north line of the right of way of The Lake Shore & Michigan
Southern Railway Company; thence North 88 degrees 14' West in the North
line of said right of way, 539 feet; thence north, 34 degrees 59' west, on the
east line of lands purchased by J. N. Englebry, 378.8 feet to the
southerly line of Lake Shore Road; thence North 60 degrees 45' East in the
Southerly line of said Road, 827.2 feet to the east line of said lot; thence
South 2 degrees 29' east in the west line of lands of the Linwood Park Co.,
716.2 feet to the place of beginning, containing 7.91 acres.

    13. Situated in the Township of Townsend, Huron County, Ohio,
and described as follows:
    Being part of Lot No. 1, Section 3 of said Township, and described
as follows: Beginning in the west line of said Lot No. 1 and in the
west line of the right of way of The Lake Shore Electric Railway Com-
pany, and running thence north thirty-six degrees east (N. 36 degrees
E.) along the right of way of said Company four hundred and fifty-five
and five-tenths feet (455.5) to the center of the public highway leading
from the Norwalk and Berlinville Road to, and then along, the line
between Huron and Erie Counties, as the same is occupied and traveled;
thence northwesterly along the center of said highway as the same is
occupied and traveled four hundred and fifty-two and five-tenths feet
(452.5) to the west line of said Lot No. 1; thence south along said west
line of said Lot No. 1 seven hundred and thirty-one and five-tenths
feet (731.5) to the place of beginning, containing two and thirteen hun-
dredths acres of land.

    14. Situated on Water Street near Jackson Avenue in the City
of Toledo, Lucas County, Ohio, and being more particularly described
as:


                                     A-361
<PAGE>   420
                                                                            (TE)


    (a) The Northeasterly One-half (1/2) of that part of lot Number
One Hundred and fifteen (115) in Port Lawrence Division of Toledo,
Lucas County, Ohio, which lies Northwesterly of Water Street and
Southeasterly of a line Seventeen (17) feet Southeasterly of and
parallel with the Southeasterly line of Mill Alley.

    (b) Also the Southwesterly One-half (1/2) of that part of lot
Number One Hundred and sixteen (116) in Port Lawrence Division
of Toledo, Lucas County, Ohio, which lies Northwesterly of Water
Street and Southeasterly of a line Seventeen (17) feet Southeasterly
of and parallel with the Southeasterly line of Mill Alley.

    (c) Also the Northeasterly One-half (1/2) of that part of lot
Number One hundred and sixteen (116) in Port Lawrence Division of
Toledo, Lucas County, Ohio, which lies Northwesterly of Water Street
and Southeasterly of the Southeasterly line of Mill Alley.

    (d) Also that part of lot Number Four Hundred and thirty-four
(434) in Port Lawrence Division of Toledo, Lucas County, Ohio, which
lies Northwesterly of Water Street and Southeasterly of the South-
easterly line of Mill Alley.

    15. Premises formerly used as Floyd Street Heat Generating
Plant situated on Floyd Street, West of Horton Street, in the City or
Toledo, Lucas County, Ohio.  Said premises being more particularly
described as:
    Lots Numbers Twenty (20), Twenty-one (21), Twenty-two (22)
and Twenty-three (23) in Block Four (4) in Orchard Addition to The
City of Toledo, County of Lucas, Ohio.

    16. All of the property, real or personal, acquired by the Company
by virtue of the following instruments of conveyance: (1) Deed and
Bill of Sale from Ohio Utilities Finance Company to The Toledo Edison
Company, dated February 23, 1938, recorded at Volume 960, page 52
of the Deed Records of Lucas County, Ohio, and also recorded in
Lorain, Sandusky, Erie, Huron and Cuyahoga Counties, (2) Deed and
Bill of Sale from Ohio Utilities Finance Company to The Toledo Edison
Company dated February 23, 1938 and conveying certain property
formerly owned by The Sandusky, Fremont & Southern Railway Com-
pany, (3) Deed from the Sandusky Connecting Railway Company to
The Toledo Edison Company dated February 23, 1938, recorded in
Volume 160, page 257 of the Deed Records of Erie County, Ohio, and
(4) Deed and Bill of Sale from Everett V. Emery, et al., to The Toledo
Edison Company dated February 23, 1938, recorded in Volume 296,
page 632 of the Deed Records of Lorain County, Ohio.



                       A-362
<PAGE>   421
<TABLE>
                                                            EXHIBIT B-1
                                                                 
                                          CREDIT AGREEMENTS SECURED UNDER THIS INDENTURE

<CAPTION>
                                                                            MAXIMUM PRINCIPAL
                                                                             AMOUNT SECURED
NO.           CREDIT AGREEMENT                                             UNDER THIS INDENTURE
- ---           ----------------                                             --------------------
 <S>   <C>                                                                         <C>
 1.    Credit Agreement, dated as of May 14, 1993, among                           $205,000,000
       Centerior Energy Corporation ("Centerior") and                     
       Centerior Service Company, the banks named therein                 
       and Citibank, N.A., as agent (the "Revolver Agent"),               
       as amended, and the Guaranty, dated May 14, 1993,                  
       of The Cleveland Electric Illuminating Company                     
       ("CEI") and The Toledo Edison Company ("TEC") in                   
       favor of the Lenders named therein                                 
       and the Revolver Agent, as amended.                                
                                                                          
 2.    Reimbursement Agreement, Dated as of August 7,                              $185,428,590
       1992, among TEC, CEI, Barclays Bank, Plo,                          
       as Fronting Bank, Administrative Agent and                         
       Co-Agent, Chemical Bank, as Co-Agent, and the                      
       Participating Banks named therein, as amended.                     
                                                                          
 3.    Reimbursement Agreement, dated as of April 15,                               $42,709,930
       1992, among TEC, CEI, Union Bank as Administrating Bank,           
       and The Bank of Tokyo, Ltd., as Funding Bank,                      
       and the Participating Banks named therein, as amended.             
                                                                          
 4.    Credit Agreement, dated as of July 16, 1991,                                 $35,000,000
       among TEC, certain Banks and Financial Institutions                
       and Barclays Bank, Plo, as Agent, as amended.                      
                                                                          
 5.    Credit Agreement, dated as of May 15, 1990,                                   $6,000,000
       between TEC and Citibank, N.A. (assigned                           
       to The Toronto-Dominion Bank), as amended.                         
                                                                          
 6.    Term Loan Agreement, dated as of May 24, 1991 between                        $45,000,000
       TEC, the Banks listed on the signature pages thereof,              
       The First National Bank of Chicago, as Agent and                   
       CIBC, Inc. and The Toronto-Dominion Bank, as Co-Agents.            
                                                                          
 7.    Term Loan Agreement, dated as of January 18, 1991,                           $25,000,000
       among TEC, the Banks listed on the signature pages                 
       thereof and The First National Bank of Chicago, as Agent.
</TABLE>





                                      B-1

<PAGE>   422
<TABLE>
                                                            EXHIBIT B-2
                                                                 
                                                                 
                                             FURTHER PERMITTED OBLIGATIONS AGREEMENTS
                                              INITIALLY SECURED UNDER THIS INDENTURE


<CAPTION>
                                                                                      MAXIMUM
                                                                                      PRINCIPAL AMOUNT
            FURTHER PERMITTED                                                         SECURED UNDER 
NO.         OBLIGATIONS AGREEMENTS                                                    THIS INDENTURE
- ---         ----------------------                                                    --------------
<S>         <C>                                                                         <C>
1.          8.75% Notes due 3/15/97, issued under Note                                    $14,000,000
            Purchase Agreement between the Toledo                                     
            Edison Company and the purchasers therein                                 
            dated 3/1/77.                                                             
                                                                                      
2.          10.06% Notes due 11/1/96, issued under Note                                   $42,857,000
            Purchase Agreement between the Toledo Edison                              
            Company and the purchasers therein dated                                  
            11/13/86.                                                                  
                                                                                      
3.          A reimbursement agreement(s) to be entered into                                    [TO BE
            among TEC, CEI, an agent(s) and certain                                     DESIGNATED IN
            participating banks, pursuant to which                                       SUPPLEMENTAL
            certain letters of credit will be issued                                       INDENTURE]
            for the benefit of certain of the                                         
            beneficiaries of the existing letters of                                  
            credit which have been issued pursuant to the                             
            two reimbursement agreements described in
            Exhibit B-1 to this Indenture.  Such
            reimbursement agreement(s) will be entered
            into if TEC and CEI are obligated by certain
            agreements to cause the amounts available for
            draw by those beneficiaries to be increased in
            response to certain tax rate changes.
            Notwithstanding the foregoing, portions of
            the reimbursement obligations with respect to
            such letters of credit shall be excluded from
            the list of Further Permitted Obligations
            Agreements under the circumstances described
            in Article XVI, Section 7.
</TABLE>





                                      B-2

<PAGE>   423
                                   EXHIBIT C
                                       
                 FIRST MORTGAGE INITIAL RECORDING INFORMATION


    The First Mortgage was first filed for record and recorded in the office of
the Recorder of the Counties listed below, all in the State of Ohio, as
follows:

          COUNTY               VOLUME        PAGE          FILED FOR RECORD

Defiance  . . . . . . . . . . . 100          545           June 24, 1947
Erie  . . . . . . . . . . . . . 139          300           June 24, 1947
Fulton  . . . . . . . . . . . . 105           55           June 24, 1947
Henry . . . . . . . . . . . . . 104          321           June 24, 1947
Huron . . . . . . . . . . . . . 153          519           June 24, 1947
Lorain  . . . . . . . . . . . . 348          293           June 24, 1947
Lucas . . . . . . . . . . . .  1346          388           June 24, 1947
Ottawa  . . . . . . . . . . . .  84            1           June 24, 1947
Paulding  . . . . . . . . . . . 106           55           June 24, 1947
Putnam  . . . . . . . . . . . . 124          119           June 24, 1947
Sandusky  . . . . . . . . . . . 135           51           June 24, 1947
Seneca  . . . . . . . . . . . . 183          451           June 24, 1947
Williams  . . . . . . . . . . . 110            1           June 24, 1947
Wood  . . . . . . . . . . . . . 235          217           June 24, 1947
Belmont . . . . . . . . . . . . 440           46           June 27, 1972
Monroe  . . . . . . . . . . . .  90         1002           June 27, 1972
Beaver, PA  . . . . . . . . . . 865          503           on or about October
                                                            1, 1975
Lake  . . . . . . . . . . . .  1069          946           on or about October
                                                            1, 1980





                                      C-1



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