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


                               OHIO EDISON COMPANY


                                      with



                              THE BANK OF NEW YORK,
                                   As Trustee


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

                      SEVENTY-FOURTH SUPPLEMENTAL INDENTURE


                        Providing among other things for

                              FIRST MORTGAGE BONDS

                        Class A Series A of 2003 due 2015

                                    ---------


                          Dated as of February 1, 2003


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


<PAGE>


         SUPPLEMENTAL  INDENTURE,  dated as of  February  1, 2003  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-three supplemental indentures,  which
Indenture  as so  supplemented  and to be  hereby  supplemented  is  hereinafter
referred to as the "Indenture"; and

         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; and

         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 entered into an Insurance Agreement,  dated as
of  February  3,  2003  (the  "Insurance   Agreement"),   with  Ambac  Assurance
Corporation,  a Wisconsin-domiciled stock insurance corporation (the "Insurer"),
in connection  with the remarketing of a series of municipal bonds pursuant to a
loan agreement, dated as of April 15, 1981, between the Company and the Ohio Air
Quality Development Authority;

         WHEREAS,  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 February 1, 2003 (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
Insurer pursuant to the Insurance Agreement.

         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 $50,000,000 in aggregate principal amount
to be designated as "First  Mortgage  Bonds,  Class A Series A of 2003 due 2015"
(hereinafter sometimes referred to as "the bonds of the 2003 Class A Series A"),
the bonds of which  series  shall bear  interest at the rate per annum 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 bonds below;
and

<PAGE>

         WHEREAS, the definitive registered bonds without coupons of the bonds
of the 2003 Class A Series A and the Trustee's certificate of authentication to
be borne by such bonds are to be substantially in the following form:



                  [FORM OF BOND OF 2003 CLASS A SERIES A FACE]

                                     [FACE]

         This bond is not transferable  except to a successor to The Bank of New
York, as 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 BOND, CLASS A SERIES A OF 2003 DUE 2015

                              Due February 1, 2015

No. R-
                                                                     $

         OHIO EDISON  COMPANY,  a corporation of the State of Ohio  (hereinafter
called the Company),  for value received,  hereby promises to pay to The Bank of
New York,  as trustee  under the  General  Mortgage  (hereinbelow  defined),  or
registered assigns,  ________________________________________________ Dollars at
an office or agency of the Company in the Borough of Manhattan,  The City of New
York,  N.Y.  or in the City of Akron,  Ohio,  on February 1, 2015 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 from time to
time  borne by the  Mortgage  Bonds,  Pledge  Series  A of 2003  due  2015  (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;
provided,  however,  that in no event  shall the rate of  interest  borne by the
Bonds of this series exceed fourteen per centum per annum. 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, N.Y. or in the City of Akron,
Ohio.

         Payment  of  principal  of, or premium or  interest  on, the  Company's
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.

                                       2

<PAGE>

         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.

                                             OHIO EDISON COMPANY,




                                             By:
                                                 -----------------------------
                                                 Name:
                                                 Title:  Vice President


Attest:



-------------------------------------
Name:
Title:  Assistant Corporate Secretary

                 [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 Mortgage.



         Dated:

                                             THE BANK OF NEW YORK,
                                                 as Trustee,

                                             By:
                                                 -----------------------------
                                                 Authorized Officer

                                       3

<PAGE>



                     [FORM OF BOND OF 2003 CLASS A SERIES A]

                                    [REVERSE]



                               OHIO EDISON COMPANY



             FIRST MORTGAGE BOND, CLASS A SERIES A OF 2003 DUE 2015



         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  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  and
the Trustee has been notified to such effect by the Company.

         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  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.

                                      4

<PAGE>

         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 (a) that the Indenture, the rights and
obligations  of the  Company and the rights of the  bondholders  may be modified
with the consent of the holders of not less than 60% in principal  amount of the
bonds adversely  affected;  provided,  however,  that no modification  shall (1)
extend the time, or reduce the amount,  of any payment on any bond,  without the
consent of the holder of each bond so  affected,  (2) permit the creation of any
lien,  not  otherwise  permitted,  prior to or on a parity  with the lien of the
Indenture,  without the consent of the holders of all bonds then outstanding, or
(3) reduce the above  percentage of the principal amount of bonds the holders of
which are required to approve any such  modification  without the consent of the
holders of all bonds then  outstanding and (b) 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.

         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 any multiple thereof. 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 2003 CLASS A SERIES A]

and

                                       5

<PAGE>

         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

         WHEREAS,  all  things  necessary  to make the bonds of the 2003 Class A
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 the 2003
Class  A  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,  now owned or hereafter  acquired,  wherever located,  described in the
Indenture and not therein expressly excepted.

         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.

                                       6

<PAGE>

         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.

         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 2003 Class A Series A shall  mature on  February 1,
2015, and shall be designated as the Company's  "First Mortgage  Bonds,  Class A
Series A of 2003 due  2015."  Each bond of the 2003  Class A Series A shall bear
interest from the Initial  Interest Accrual Date (as defined in the form of such

                                       7

<PAGE>

bond hereinabove set forth) at the rate from time to time borne by the series of
the Mortgage Bonds referred to in said form; provided,  however that in no event
shall  the  rate of  interest  borne by the  bonds of the 2003  Class A Series A
exceed fourteen per centum per annum. Principal and interest on the bonds of the
2003  Class A 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, N.Y. or in the City of Akron, Ohio.

         Definitive bonds of the 2003 Class A 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 any  multiple
thereof.  Delivery  of a bond of the 2003  Class A Series A to the  Trustee  for
authentication shall be conclusive evidence that its serial number has been duly
approved by the Company.

         Bonds of the 2003 Class A Series A are subject to mandatory redemption,
in whole or in part, as the case may be, on each date that the Mortgage Bonds to
which they relate are to be redeemed.  The principal  amount of the bonds of the
Class A Series A 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 the Class A Series A shall be at 100  percent of the  principal  amount
thereof,  plus accrued  interest to the  redemption  date.  Notwithstanding  the
provisions of Section 58 of the Indenture, any holder of bonds of the 2003 Class
A Series A is  deemed  to have (i)  agreed  that  notice  of any such  mandatory
redemption  may be made to such  holder  not less  than  three (3) nor more than
sixty (60) days prior to such redemption  date, and (ii) waived any requirements
for  publication  of any such notice.  The bonds of the Class A Series A are not
otherwise redeemable prior to their maturity.

         SECTION  2.  Bonds of the 2003  Class A Series A shall be  deemed to be
paid and no longer  outstanding  under the Indenture to the extent that Mortgage
Bonds to which  they  relate  are paid or  deemed  to be paid and are no  longer
outstanding and the Trustee has been notified to such effect by the Company.

         The Trustee may conclusively presume that the obligation of the Company
to pay the principal of, and interest,  if any, on the bonds of the 2003 Class A
Series  A as the same  shall  become  due and  payable  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 to which they  relate 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 the 2003 Class A 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,  N.Y.  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 the 2003  Class A 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

                                       8

<PAGE>

for any tax or taxes or other  governmental  charge  required  to be paid by the
Company.

         SECTION 4. The Company reserves the right, without any consent or other
action by holders  of the bonds of the 2003 Class A Series A, or any  subsequent
series of bonds,  to amend the Indenture 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 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.

                                       9

<PAGE>

                  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.

                  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 the  2003  Class A  Series  A, or any
subsequent series of bonds, to amend the Indenture by deleting the phrase "sixty
per centum (60%)" 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.

                                       10

<PAGE>

         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.

                [Remainder of this page intentionally left blank]

                                       11

<PAGE>



         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  Secretaries or one of their Assistant Secretaries or Assistant
Treasurers, all as of the day and year first above written.

                                  OHIO EDISON COMPANY



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

[Seal]


Attest:
       ------------------------------------------------
       Edward J. Udovich, Assistant Corporate Secretary



Signed, Sealed and Acknowledged on behalf of
OHIO EDISON COMPANY in the presence
of:


------------------------------------------------------
Name: Amit D. Patel


------------------------------------------------------
Name: Julie A. Phillips

                                       12

<PAGE>



                                             THE BANK OF NEW YORK



                                             By:
                                                ------------------------------
                                                   Name:  Patricia Gallagher
                                                   Title:  Vice President

[Seal]


Attest:
       -----------------------------------
Name:  Julie Salovitch-Miller
Title: Vice President




Signed, Sealed and Acknowledged on behalf of
THE BANK OF NEW YORK in the
presence of:



------------------------------------------
Print Name:  Timothy Shea



------------------------------------------
Print Name: Sirojni Dindial

                                       13

<PAGE>


STATE OF OHIO                       )
                                    )  ss.:
COUNTY OF SUMMIT                    )

         On the 3rd day of February in the year 2003 before me, the undersigned,
personally appeared Richard H. Marsh and Edward J. Udovich,  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,  and that by their  signatures on the
instrument, the individuals,  or the person upon behalf of which the individuals
acted, executed the instrument.




                                       --------------------------------------
                                       Susie M. Hoisten
                                       Notary Public
                                       Residence Summit County
                                       Statewide Jurisdiction Ohio
                                       My commission expires December 9, 2006

[SEAL]

<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )



On the  3rd day of  February  in the  year  2003  before  me,  the  undersigned,
personally  appeared Patricia Gallagher and Julie  Salovitch-Miller,  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,  and  that by  their
signatures  on the  instrument,  the  individuals,  or the person upon behalf of
which the individuals acted, executed the instrument.





                                       --------------------------------------
                                       William J. Cassels
                                       Notary Public, State of New York
                                       No. 01CA5027729
                                       Qualified in Bronx County
                                       Commission Expires May 18, 2006

[SEAL]


<PAGE>


         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 10286



                                       THE BANK OF NEW YORK


                                       By:
                                          ------------------------------------
                                           Name: Patricia Gallagher
                                           Title:  Vice President







This Instrument was prepared by FirstEnergy Corp.