Exhibit
4-3 
 
 
 **CONFORMED
WITH RECORDATION DATA**
  
  
  **OHIO EDISON
COMPANY**
   **with**
   **THE BANK OF
NEW YORK,**
 ***As Trustee***
    
  **Seventy-seventh
Supplemental Indenture**
   **Providing
among other things for**
   **First
Mortgage Bonds**
   **Pledge
Series A of 2004 due 2004**
 
 
 
 
 
 
 SUPPLEMENTAL INDENTURE, dated as of
June 1, 2004 between Ohio Edison
Company , a corporation
organized and existing under the laws of the State of Ohio (hereinafter called
the “Company”), party of the first part, and The Bank of New
York ,
a banking corporation organized and existing under the laws of the State of New
York, as Trustee under the Indenture hereinafter referred to, party of the
second part.
 
 WHEREAS, the
Company has heretofore executed and delivered to Bankers Trust
Company (hereinafter
called the “Old Trustee”), as trustee, a certain Indenture, dated as of
August 1, 1930, to secure an issue of bonds of the Company, issued and to be
issued in series, from time to time, in the manner and subject to the conditions
set forth in the said Indenture; and the said Indenture has been supplemented by
seventy-six supplemental indentures, which Indenture as so supplemented and to
be hereby supplemented is hereinafter referred to as the “Indenture”;
  WHEREAS, The Bank
of New York has succeeded the Old Trustee as trustee under the Indenture
(hereinafter called the "Trustee") pursuant to Article XVI thereof;
  WHEREAS, the
Indenture provides for the issuance of bonds thereunder in one or more series,
the form of each series of bonds and of the coupons to be attached to the coupon
bonds, if any, to be substantially in the forms set forth therein with such
insertions, omissions and variations as the Board of Directors of the Company
may determine;
  WHEREAS, the
Company has heretofore entered into a Pollution Control Facilities Loan
Agreement, dated as of June 1, 1999 and amended as of June 1, 2004 (the Loan
“Agreement”), with the Beaver County Industrial Development
Authority (the “Authority”) pursuant to which the Authority issued
$108,000,000 aggregate principal amount of Pollution Control Revenue Refunding
Bonds Series 1999-A (Ohio Edison Company Project) (the “Revenue Bonds”) under the Indenture of Trust, dated as of June
1, 1999 and amended and restated as of June 1, 2004 (the “Revenue Bond Indenture”), between the Authority and J.P. Morgan Trust
Company, National Association, as successor trustee (the “Revenue Bond Trustee”), in order to provide funds to loan to the
Company for the purpose of refunding certain bonds of the Authority issued to
assist the Company in the financing of the cost of pollution control facilities;
  WHEREAS, in
conjunction with the remarketing of the Revenue Bonds, the Company has agreed to
issue to The Bank of New York, as Trustee under the Company’s General Mortgage
Indenture and Deed of Trust, dated as of January 1, 1998, as heretofore
supplemented and as to be supplemented by a Supplemental Indenture to be dated
as of June 1, 2004 (as so supplemented, the “General Mortgage”), a series of bonds under the Indenture, to
secure the issue of bonds (the “Mortgage
Bonds”) issued under the General Mortgage to
the Revenue Bond Trustee pursuant to the Revenue Bond Indenture, which Mortgage
Bonds are to be delivered to the Revenue Bond Trustee for the benefit of the
Revenue Bonds;
   
  WHEREAS, the
Company, by appropriate corporate action in conformity with the terms of the
Indenture, has duly determined to create a new series of bonds under the
Indenture, as the basis for the issuance of the Mortgage Bonds, such new series
of Bonds consisting of $108,000,000 in principal amount to be designated as
“First Mortgage Bonds, Pledge Series A of
2004 due 2033” (hereinafter referred to as
the “bonds of Pledge Series A”), which shall bear interest upon the terms set
forth in, shall be subject to certain redemption rights and obligations set
forth in, and will otherwise be in the form and have the terms and provisions
provided for in this Supplemental Indenture and set forth in the form of such
bond below:
  [Form of Bond of
Pledge Series A]
  This Bond is not
transferable except to a successor trustee under the General Mortgage Indenture
and Deed of Trust, dated as of January 1, 1998, between the Company and The Bank
of New York, as Trustee, or in connection with the exercise of the rights and
remedies of the holder hereof consequent upon a “default” as
defined in the Indenture referred to herein.
  **OHIO EDISON
COMPANY**
  First Mortgage
Bonds, Pledge Series A of 2004 due 2033
  Due June 1,
2033
  $________________
    No.______
 
 Ohio Edison
Company , a corporation of
the State of Ohio (hereinafter called the Company), for value received, hereby
promises to pay to  , or registered
assigns,  dollars at an
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York or in the City of Akron, Ohio, on June 1, 2033 in any coin or
currency of the United States of America which at the time of payment is legal
tender for public and private debts, and to pay at said offices or agencies to
the registered owner hereof, in like coin or currency, interest thereon from the
Initial Interest Accrual Date (hereinbelow defined) at the rate per annum from
time to time borne by the Mortgage Bonds, Security Series A of 2004 due 2033
(the “Mortgage Bonds”) issued by the Company under the General
Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, as heretofore
supplemented (the “General Mortgage”), by the Company to The Bank of New York, as
trustee, on each June 1 and December 1 commencing on the June 1 or December
1 immediately succeeding the Initial Interest Accrual Date each such date herein
referred to as an “interest payment
date”) on and until maturity, or, in the
case of any bonds of this series duly called for redemption, on and until the
redemption date, or in the case of any default by the Company in the payment of
the principal due on any bonds of this series, until the Company’s obligation
with respect to the payment of the principal shall be discharged as provided in
the Indenture referred to on the reverse hereof. Payments of principal of and
interest on this bond shall be made at an office or agency of the Company in the
Borough of Manhattan, The City of New York, New York or in the City of Akron,
Ohio.
 
  2
  Payment of
principal of, or premium or interest on, the Mortgage Bonds shall, to the extent
thereof, be deemed to satisfy and discharge the obligation of the Company, if
any, to make a payment of principal, premium or interest, as the case may be, in
respect of this bond which is then due.
  The provisions of
this bond are continued on the reverse hereof and such continued provisions
shall for all purposes have the same effect as though fully set forth at this
place.
  This bond shall not
become obligatory until The Bank of New York, the Trustee under the Indenture
referred to on the reverse hereof, or its successor thereunder, shall have
authenticated the form of certificate endorsed hereon.
  In
witness whereof , Ohio Edison
Company has caused this bond to be signed in its name by its President or a Vice
President, by his signature or a facsimile thereof, and its corporate seal to be
printed hereon, attested by its Corporate Secretary or an Assistant Corporate
Secretary, by his signature or a facsimile thereof.
 
 
 Dated:OHIO EDISON
      COMPANY,By:
    _____________________________________________________Title:Attest:_____________________________________________________Title:
 
 
 [Form of Trustee’s
Authentication Certificate]
 
 Trustee’s
Authentication Certificate
 
 This bond is one of
the bonds of the series designated therein, described in the within-mentioned
Indenture.
 
 
 THE BANK OF
      NEW YORK,
      AS
      Trustee,By:
    ______________________________________________________*Authorized
      Officer*
  3
  [Reverse of Form of
Bond of Pledge Series A]
 
 **OHIO EDISON
COMPANY**
  First Mortgage
Bonds, Pledge Series A of 2004 due 2033
  This bond is one of
an issue of bonds of the Company, issuable in series, and is one of a series
known as its First Mortgage Bonds of the series designated in its title, all
issued and to be issued under and equally secured (except as to any sinking fund
established in accordance with the provisions of the Indenture hereinafter
mentioned for the bonds of any particular series) by an Indenture, dated as of
August 1, 1930, executed by the Company to The Bank of New York, as Trustee (the
“Trustee”), as amended and supplemented by indentures
supplemental thereto, to which Indenture as so amended and supplemented (herein
referred to as the “Indenture”) reference is made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds are secured.
  The Initial
Interest Accrual Date for the bonds of this series shall be the date that
interest begins to accrue on the Mortgage Bonds.
  The Bonds of this
series are subject to mandatory redemption, in whole or in part, as the case may
be, on each date that the Mortgage Bonds are to be redeemed. The principal
amount of the Bonds of this series to be redeemed on any such date shall be
equal to the principal amount of Mortgage Bonds called for redemption on that
date. All redemption of Bonds of this series shall be at 100 percent of the
principal amount thereof, plus accrued interest to the redemption date. The
Bonds of this series are not otherwise redeemable prior to their
maturity.
  Notwithstanding the
foregoing, Bonds of this series shall be deemed to be paid and no longer
outstanding under the Indenture to the extent that Mortgage Bonds are paid or
deemed to be paid and are no longer outstanding.
  The Trustee may
conclusively presume that the obligation of the Company to pay the principal of,
and interest, if any, on the bonds of this series as the same shall become due
and payable (whether at stated maturity or by declaration of acceleration, call
for redemption or otherwise) shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee under
the General Mortgage, signed by an authorized officer thereof, stating that any
such principal of or interest on the Mortgage Bonds has become due and payable
and has not been fully paid and specifying the amount of funds required to make
such payment.
  As
more fully described in the supplemental indenture establishing the terms and
provisions of the bonds of this series, the Company reserves the right, without
any consent or other action by holders of the bonds of this series, to amend the
Indenture to provide that (i) additional bonds may be issued against 70% of the
value of the property which forms the basis for such issuance and (ii) the
charge against property subject to a prior lien which is used to effectuate the
release of property under the Indenture be similarly based.
   4
  The principal
hereof may be declared or may become due on the conditions, in the manner and at
the time set forth in the Indenture, upon the occurrence of a completed default
as in the Indenture provided.
  No
recourse shall be had for the payment of the principal of or interest on this
bond against any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through the Company or
a predecessor or successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, stockholders, officers and directors
being released by the registered owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Indenture.
  The bonds of this
series are issuable only as registered bonds without coupons in denominations of
$1,000 and, if higher, in multiples of $1.00. The Company and the Trustee may
deem and treat the person in whose name this bond is registered as the absolute
owner for the purpose of receiving payment of or on account of the principal and
interest due hereon and for all other purposes. Registered bonds of this series
shall be exchangeable at said offices or agencies of the Company for registered
bonds of other authorized denominations having the same aggregate principal
amount, in the manner and upon the conditions prescribed in the Indenture.
Notwithstanding any provision of the Indenture, (a) neither the Company nor the
Trustee shall be required to make transfers or exchanges of bonds of this series
during the period between any interest payment date for such series and the
record date next preceding such interest payment date, and (b) no charge shall
be made upon any transfer or exchange of bonds of this series other than for any
tax or taxes or other governmental charge required to be paid by the
Company.
  [end of form of
bond of Pledge Series A]
  Whereas , by the
Thirty-first Supplemental Indenture, dated as of October 1, 1981 (the “Thirty-first Supplemental Indenture”), and by supplemental indentures subsequent
thereto, the Company, among other things, reserved the right, without any
consent or other action by the holders of the bonds issued thereunder, to amend
the Indenture by inserting a new Section 155A, as provided in said Thirty-first
Supplemental Indenture and in supplemental indentures subsequent thereto, and
the Indenture is hereby so amended;
  Whereas , Section 115 of
the Indenture provides that the Company and the Trustee may, from time to time
and at any time, enter into such indentures supplemental thereto as shall be
deemed necessary or desirable for one or more purposes, including, among others,
to describe and set forth the particular terms and the form of additional series
of bonds to be issued under the Indenture, to add other limitations on the issue
of bonds, withdrawal of cash or release of property, to add to the covenants and
agreements of the Company for the protection of the holders of the bonds and of
the mortgaged and pledged property, to supplement defective or inconsistent
provisions contained in the Indenture, and for any other purpose not
inconsistent with the terms of the Indenture; and
   5
  Whereas , all things
necessary to make the bonds of Pledge Series A when authenticated by the Trustee
and issued as in the Indenture provided, the valid, binding and legal
obligations of the Company, entitled in all respects to the security of the
Indenture, have been done and performed, and the creation, execution and
delivery of this Supplemental Indenture have in all respects been duly
authorized; and
  Whereas , the Company and
Trustee deem it advisable to enter into this Supplemental Indenture for the
purposes of describing the bonds of Pledge Series A and of establishing the
terms and provisions thereof, confirming the mortgaging under the Indenture of
additional property for the equal and proportionate benefit and security of the
holders of all bonds at any time issued thereunder, amplifying the description
of the property mortgaged, adding other limitations to the Indenture on the
issue of bonds, withdrawal of cash or release of property, and adding to the
covenants and agreements of the Company for the protection of the holders of
bonds and of mortgaged and pledged property;
  Now, therefore,
this supplemental indenture witnesseth: That Ohio Edison
Company , in consideration
of the premises and of one dollar to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and of the purchase and acceptance of the bonds issued or to be
issued hereunder by the holders thereof, and in order to secure the payment both
of the principal and interest of all bonds at any time issued and outstanding
under the Indenture, according to their tenor and effect, and the performance of
all the provisions of the Indenture and of said bonds, hath granted, bargained,
sold, released, conveyed, assigned, transferred, pledged, set over and confirmed
and by these presents doth grant, bargain, sell, release, convey, assign,
transfer, pledge, set over and confirm unto The Bank of New
York ,
as Trustee, and to its successor or successors in said trust, and to its and
their assigns forever, all the properties of the Company described in Schedule A
(which is identified by the signature of an officer of each party hereto at the
end thereof) hereto annexed and hereby made a part hereof;
  Together
with all and singular the tenements, hereditaments and appurtenances belonging or in
any wise appertaining to the aforesaid property or any part thereof, with the
reversion and reversions, remainder and remainders and (subject to the
provisions of Article XI of the Indenture) 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 property and
franchises and every part and parcel thereof.
  The Company does
hereby agree and does hereby confirm and reaffirm the agreement made by it in
the Indenture, dated as of August 1, 1930, that all property, rights and
franchises acquired by the Company after the date of the Indenture, dated as of
August 1, 1930 (except any hereinafter expressly excepted), shall be as fully
embraced within the lien of the Indenture as if such property had been owned by
the Company on the date of the Indenture, dated as of August 1, 1930 and
was specifically described therein and conveyed thereby and does hereby confirm
that the Company will not cause or consent to a partition, whether voluntary or
through legal proceedings, of property, whether herein described or heretofore
or hereafter acquired, in which its ownership shall be as a tenant in common
except as permitted by and in conformity with the provisions of the Indenture
and particularly of Article XI thereof.
   6
  Provided that
the following are not and are not intended to be now or hereafter granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Indenture, viz.: cash, shares of stock and obligations
(including bonds, notes and other securities) not heretofore or hereafter
specifically pledged, paid or deposited or delivered under the Indenture or
covenanted so to be.
  To
have and to hold all such
properties, real, personal and mixed, mortgaged, pledged or conveyed by the
Company as aforesaid, or intended so to be, unto the Trustee and its successors
and assigns forever.
  In
trust, nevertheless , upon the terms
and trusts of the Indenture for those who shall hold the bonds and coupons
issued and to be issued thereunder, or any of them, without preference, priority
or distinction as to lien of any of said bonds and coupons over any others
thereof by reason of priority in the time of the issue or negotiations thereof,
or otherwise howsoever, subject, however, to the provisions in reference to
extended, transferred or pledged coupons and claims for interest set forth in
the Indenture (and subject to any sinking funds that may be hereafter created
for the benefit of any particular series).
  Provided,
however , and these
presents are upon the condition that if the Company, its successors or assigns,
shall pay or caused to be paid, the principal of and interest on said bonds, at
the times and in the manner stipulated therein and herein, and shall keep,
perform and observe all and singular the covenants and promises in said bonds
and in the Indenture expressed to be kept, performed and observed by or on the
part of the Company, then this Supplemental Indenture and the estate and rights
hereby granted shall cease, determine and be void, otherwise to be and remain in
full force and effect.
  It
is hereby covenanted, declared and agreed , by the Company,
that all such bonds and coupons are to be issued, authenticated and delivered,
and that all property subject or to become subject hereto is to be held, subject
to the further covenants, conditions, uses and trusts in the Indenture set
forth, and the parties hereto mutually agree as follows:
  SECTION
1.  Bonds of Pledge
Series A shall mature on the date set forth in the form of bond relating thereto
hereinbefore set forth and, subject to the provisions of said form, shall bear
interest at the rate per annum from time to time borne by the series of the
Mortgage Bonds referred to in said form. Bonds of Pledge Series A shall be
designated as the Company’s “First Mortgage
Bonds, Pledge Series A of 2004 due 2033.”
The bonds of Pledge Series A shall bear interest from the Initial Interest
Accrual Date (as defined in the form of the bond hereinabove set forth).
Principal or redemption price of and interest on the bonds of Pledge Series A
shall be payable in any coin or currency of the United States of America which
at the time of payment is legal tender for public and private debts, at an
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York or in the City of Akron, Ohio.
   7
  Definitive bonds of
Pledge Series A may be issued, originally or otherwise, only as registered
bonds, substantially in the form of bond hereinbefore recited, and in the
denominations of $1,000 and, if higher, in multiples of $1.00. Delivery of a
bond of Pledge Series A to the Trustee for authentication shall be conclusive
evidence that its serial number has been duly approved by the
Company.
  SECTION
2.  Bonds of Pledge
Series A shall be deemed to be paid and no longer outstanding under the
Indenture to the extent that Mortgage Bonds (as defined in the form of bonds
hereinabove set forth) to which they relate are paid or deemed to be paid and
are no longer outstanding.
  The Trustee may
conclusively presume that the obligation of the Company to pay the principal of,
and interest, if any, on the bonds of Pledge Series A as the same shall become
due and payable (whether at stated maturity or by declaration of acceleration,
call for redemption or otherwise) shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee under
the General Mortgage, signed by an authorized officer thereof, stating that any
such principal of or interest on the Mortgage Bonds has become due and payable
and has not been fully paid and specifying the amount of funds required to make
such payment.
  SECTION 3. Bonds of
Pledge Series A may be transferred by the registered owners thereof, in person
or by attorney duly authorized, at an office or agency of the Company in the
Borough of Manhattan, The City of New York, New York or in the City of Akron,
Ohio but only in the manner and upon the conditions prescribed in the Indenture
and in the form of bond hereinbefore recited. Bonds of Pledge Series A shall be
exchangeable for other registered bonds of the same series, in the manner and
upon the conditions prescribed in the Indenture, and in the form of bond
hereinbefore recited, upon the surrender of such bonds at said offices or
agencies of the Company. However, notwithstanding the provisions of Section 14
or 15 of the Indenture, no charge shall be made upon any transfer or exchange of
bonds of said series other than for any tax or taxes or other governmental
charge required to be paid by the Company.
  SECTION
4.  Pursuant to the
reservation of right in Section 5 of the Thirty-first Supplement Indenture, and
similar reservations in supplemental indentures subsequent thereto, and all
bonds having been issued prior to the Thirty-first Supplemental Indenture having
been retired, the Indenture is hereby amended by inserting the following
language as Section 115A immediately following current Section 115 of the
Indenture.
  With the consent of
the holders of not less than sixty per centum (60%) in principal amount of the
bonds at the time outstanding or their attorneys-in-fact duly authorized, or, if
the rights of the holders of one or more, but not all, series then outstanding
are affected, the consent of the holders of not less than sixty per centum (60%)
in aggregate principal amount of the bonds at the time outstanding of all
affected series, taken together, and not any other series, the Company, when
authorized by a resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or modifying the
rights and obligations of the Company and the
   8
  rights of the
holders of any of the bonds and coupons; provided, however, that no such
supplemental indenture shall (1) extend the maturity of any of the bonds or
reduce the rate or extend the time of payment of interest thereon, or reduce the
amount of the principal thereof, or reduce any premium, payable on the
redemption thereof or change the coin or currency in which any bond or interest
thereon is payable, without the consent of the holder of each bond so affected,
or (2) permit the creation of any lien, not otherwise permitted, prior to or on
a parity with the lien of this Indenture, without the consent of the holders of
all of the bonds then outstanding, or (3) reduce the aforesaid percentage of the
principal amount of bonds the holders of which are required to approve any such
supplemental indenture, without the consent of the holders of all the bonds then
outstanding. For the purposes of this Section, bonds shall be deemed to be
affected by a supplemental indenture if such supplemental indenture adversely
affects or diminishes the right of holders thereof against the Company or
against its property.
  Upon the written
request of the Company, accompanied by a resolution authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of bondholders as aforesaid (the instrument or
instruments evidencing such consent to be dated within one year of such
request), the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
owns rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into
such supplemental indenture. The Trustee shall be entitled to receive and,
subject to Section 102 of the Indenture and Article Five of the Seventh
Supplemental Indenture, may rely upon an opinion of counsel as conclusive
evidence that any such supplemental indenture is authorized or permitted by the
provisions of this Section.
  It
shall not be necessary for the consent of the bondholders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.
  The Company and the
Trustee, if they so elect, and either before or after such 60% or greater
consent has been obtained, may require the holder of any bond consenting to the
execution of any such supplemental indenture to submit his bond to the Trustee
or to such bank, banker or trust company as may be designated by the Trustee for
the purpose, for the notation thereon of the fact that the holder of such bond
has consented to the execution of such supplemental indenture, and in such case
such notation, in form satisfactory to the Trustee, shall be made upon all bonds
so submitted, and such bonds bearing such notation shall forthwith be returned
to the persons entitled thereto. All subsequent holders of bonds bearing such
notation shall be deemed to have consented to the execution of such supplemental
indenture, and consent, once given or deemed to be given, may not be
withdrawn.
   9
  Prior to the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of this Section, the Company shall publish a notice, setting
forth in general terms the substance of such supplemental indenture, at least
once in one daily newspaper of general circulation in each city in which the
principal of any of the bonds shall be payable, or, if all bonds outstanding
shall be registered bonds without coupons or coupon bonds registered as to
principal, such notice shall be sufficiently given if mailed, first class,
postage prepaid, and registered if the Company so elects, to each registered
holder of bonds at the last address of such holder appearing on the registry
books, such publication or mailing, as the case may be, to be made not less than
thirty days prior to such execution. Any failure of the Company to give such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.
 
 SECTION 5. The
Company reserves the right, without any consent or other action by the holders
of the bonds of Pledge Series A, or any subsequent series of bonds, to amend the
Indenture by deleting the phrase åsixty per centum (60%)æ in Section 28 of the
Indenture and substituting therefor the phrase “seventy per centum (70%)” and by deleting the phrase “One hundred sixty-six and two-thirds per cent.
(166 2/3%)” in Sections 65 and 67 of the
Indenture and substituting therefor the phrase “One hundred and forty-two and eighty-six
hundredths per cent. (142.86%)”.
  SECTION
6.  Except as herein
otherwise expressly provided, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture; the Trustee shall not be responsible for the recitals
herein or in the bonds (except the Trustee’s authentication certificate), all of
which are made by the Company solely; and this Supplemental Indenture is
executed and accepted by the Trustee, subject to all the terms and conditions
set forth in the Indenture, as fully to all intents and purposes as if the terms
and conditions of the Indenture were herein set forth at length.
  SECTION
7.  As supplemented by
this Supplemental Indenture, the Indenture is in all respects ratified and
confirmed, and the Indenture as herein defined, and this Supplemental Indenture,
shall be read, taken and construed as one and the same instrument.
  SECTION
8.  Nothing in this
Supplemental Indenture contained shall or shall be construed to confer upon any
person other than a holder of bonds issued under the Indenture, the Company and
the Trustee any right or interest to avail himself of any benefit under any
provision of the Indenture or of this Supplemental Indenture.
  SECTION 9. This
Supplemental Indenture may be simultaneously executed in several counterparts
and all such counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
   10
  In
Witness Whereof, Ohio Edison Company and The Bank of New
York have caused these presents to be executed in their respective names by their
respective Presidents or one of their Vice Presidents or Assistant Vice
Presidents and their respective seals to be hereunto affixed and attested by
their respective Corporate Secretaries or one of their Vice Presidents,
Assistant Corporate Secretaries or Assistant Treasurers, all as of the day and
year first above written.
   **OHIO
      EDISON COMPANY**By:
    /s/ Harvey
      L. WagnerHarvey L. WagnerVice
      President and Controller
 [Seal]Attest:   /s/   Jacqueline S.
      CooperJacqueline S. CooperAssistant Corporate Secretary
 Signed, Sealed and
Acknowledged on behalf of
 OHIO EDISON COMANY
in the presence of:
 
 /s/  Ermal FatushaErmal Fatusha
/s/  James G. SmithJames G. Smith
 
 **THE BANK OF NEW YORK,**
      **as
      Trustee**By:
    /s/ Barbara BevelaquaBarbara BevelaquaVice
President
 [Seal]
 Attest:   /s/   Julie
      Salovitch-MillerJulie Salovitch-Miller
      Vice President
Signed, Sealed and Acknowledged on behalf of
THE BANK OF NEW YORK in the presence of:
/s/  Remo RaeleRemo Raele
/s/  Beata HyryniewickaBeata Hyryniewicka
 11
  STATE OF
OHIO  )
 )
ss.:
 COUNTY OF
SUMMIT  )
  On
the 1st day of June in the year 2004 before me, the undersigned, personally
appeared Harvey L. Wagner and Jacqueline S. Cooper, personally known to me or
proved to me on the basis of satisfactory evidence to be the individuals whose
names are subscribed to the within instrument and acknowledged to me that they
executed the same in their capacity as Vice President and Controller and
Assistant Corporate Secretary, respectively, and that by their signatures on the
instrument, the individuals, or the person or entity upon behalf of which the
 
 
 /s/ Susie M.
      Hoisten
      
      Susie M. Hoisten
      Notary Public
      Residence - Summit County
      Statewide Jurisdiction, Ohio
      My Commission Expires December 9, 2006[SEAL]
 
 
  12
  STATE OF NEW
YORK )
 )
ss.:
 COUNTY OF NEW
YORK  )
  On
the 1st day of June in the year 2004 before me, the undersigned, personally
appeared Barbara Bevelaqua and Julie Salovitch-Miller, each personally known to
me or proved to me on the basis of satisfactory evidence to be the individuals
whose names are subscribed to the within instrument and acknowledged to me that
they executed the same in their capacity as Vice Presidents of The Bank of New
York, and that by their signatures on the instrument, the individuals, or the
person or entity upon behalf of which the individuals acted, executed the
instruments.
 
 
 /s/ William
      J. Cassels
      
      William J.
      Cassels
      Notary
      Public, State of New York
      No.
      0lCA5027729
      Qualified in
      Bronx County
      Commission
      Expires May 18, 2006[SEAL]
 
  13
  The Bank of New
York hereby certifies that its precise name and address as Trustee hereunder
are:
  
 The Bank of
      New York
      101 Barclay
      Street
      City, County
      and State of New York 10286The Bank of
      New York
      
      /s/
      Barbara Bevelaqua
      
      Barbara Bevelaqua
      Vice President
 
 
 This instrument was
prepared by FirstEnergy Corp.
   14
   **OHIO EDISON
COMPANY**
  **Official
Recordation Data - Seventy-Seventh Supplemental Indenture**
 
 ****
    **Recorder’s****County**
    **Date
      Filed**
    **Instrument
      No.**
    **Volume**
    **Page**Ashland
    7/22/04
    200400006720
    413
    642Ashtabula
    7/22/04
    200400012796
    305
    450Belmont
    7/22/04
    200400007063
    968
    688Carroll
    7/22/04
    200400003991
    9
    442Champaign
    7/22/04
    200400005524
    430
    2211Clark
    7/22/04
    200400018497
    1685
    192Columbiana
    7/22/04
    2004-00013530
    1294
    974Crawford
    7/22/04
    200400111201
    823
    604Cuyahoga
    7/22/04
    200407220241
    None
    NoneDelaware
    9/17/04
    200400042272
    543
    2308Erie
    7/22/04
    200410340
    None
    NoneFayette
    7/22/04
    200400003855
    143
    2186Franklin
    7/22/04
    200407220169857
    T20040064205
    NoneGeauga
    7/22/04
    200400699309
    1736
    2756Greene
    7/22/04
    22681
    2285
    578Harrison
    7/22/04
    200400002187
    156
    424Holmes
    7/22/04
    200400031857
    173
    3361Huron
    7/22/04
    200407259
    334
    148Jefferson
    7/22/04
    187814
    651
    797Knox
    7/22/04
    2004-00008914
    891
    843Lake
    7/22/04
    2004R034469
    None
    NoneLorain
    7/22/04
    017203#2106
    None
    NoneMadison
    7/22/04
    200400006109
    188
    383Mahoning
    7/22/04
    200400031014
    5460
    657Marion
    7/22/04
    2004-00007643
    799
    313Medina
    7/22/04
    2004OR029716
    None
    NoneMonroe
    7/22/04
    037986
    121
    121Morrow
    7/22/04
    296502
    522
    608Noble
    7/23/04
    200400032957
    114
    751Ottawa
    7/22/04
    200400139379
    1018
    511Portage
    7/22/04
    200420613
    None
    NoneRichland
    7/22/04
    200400014524
    1414
    72Sandusky
    7/22/04
    200400007653
    784
    306Seneca
    7/22/04
    200400092445
    237
    2131Stark
    7/22/04
    200407220052624
    None
    NoneSummit
    7/20/04
    55076573
    None
    NoneTrumbull
    7/22/04
    200407220024036
    T20040017182
    NoneTuscarawas
    7/22/04
    200400011323
    1159
    2098
  15
  
 **Recorder’s****County**
    **Date
      Filed**
    **Instrument
      No.**
    **Volume**
    **Page**Union
    7/22/04
    304377
    556
    921Wayne
    7/22/04
    200400181016
    484
    36Wyandot
    7/22/04
    19823
    128
    708Beaver,
      PA
    7/22/04
    3214926
    None
    NoneLawrence,
      PA
    7/22/04
    009382
    1960
    738Mercer,
      PA
    7/22/04
    2004-012973
    None
    NoneHancock,
      WV
    7/22/04
    004963
    512
    590Marshall,
      WV
    7/22/04
    61613
    730
    596