OHIO EDISON COMPANY

                                        with

                               THE BANK OF NEW YORK,

                                           As Trustee

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

                        SEVENTY-THIRD SUPPLEMENTAL INDENTURE

                          Providing among other things for

                                FIRST MORTGAGE BONDS

                         Class A Series A of 2001 due 2031
                                     ---------

                              Dated as of June 1, 2001


<PAGE>


      SUPPLEMENTAL  INDENTURE,  dated as of June 1,  2001  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-two  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
June 1, 2001 (the "Insurance  Agreement"),  with Ambac Assurance Corporation,  a
Wisconsin-domiciled  stock insurance corporation (the "Insurer"),  in connection
with the issuance of a series of municipal  bonds pursuant to a loan  agreement,
dated as of June 1, 2001,  between the Company and the Beaver County  Industrial
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 June 1, 2001 (as so supplemented,  the
"General Mortgage"),  a series of bonds under the Indenture, to secure the issue
of bonds (the "General 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  General  Mortgage
Bonds, such new series of bonds consisting of $69,500,000 in aggregate principal
amount to be  designated as "First  Mortgage  Bonds Class A Series A of 2001 due
2031"  (hereinafter  sometimes  referred  to as "the  bonds of the 2001  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 2001 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 2001 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 2001 DUE 2031

                                Due June 1, 2031

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 June 1, 2031 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 2001 due 2031
(the "General  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  ten 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  General
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.


<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:
                                          ------------------------------------
                                          Title:  Vice President
Attest:


-------------------------------
Title:  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


<PAGE>


                   [FORM OF BOND OF 2001 CLASS A SERIES A]

                                    [REVERSE]

                               OHIO EDISON COMPANY

            FIRST MORTGAGE BOND CLASS A SERIES A OF 2001 DUE 2031


      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 General 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 General  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 General  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 General
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 General  Mortgage Bonds has become due and
payable and has not been fully paid and  specifying the amount of funds required
to make such payment.


<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.


<PAGE>



                [END OF FORM OF BOND OF 2001 CLASS A SERIES A]

and

      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 2001 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 2001
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.


<PAGE>


      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.

      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.


<PAGE>


      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 2001  Class A Series A shall  mature on June 1, 2031,
and shall be designated as the Company's  "First Mortgage Bonds Class A Series A
of 2001 due 2031."  Each bond of the 2001  Class A Series A shall bear  interest
from the  Initial  Interest  Accrual  Date (as  defined in the form of such bond
hereinabove  set forth) at the rate from time to time borne by the series of the
General  Mortgage Bonds referred to in said form;  provided,  however that in no
event shall the rate of interest borne by the bonds of the 2001 Class A Series A
exceed ten per centum per annum. Principal and interest on the bonds of the 2001
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 2001 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 2001  Class A Series A to the  Trustee  for
authentication shall be conclusive evidence that its serial number has been duly
approved by the Company.

      The bonds of the 2001  Class A Series A shall not be  redeemable  prior to
their maturity.

      SECTION  2.  Bonds of the 2001 Class A Series A shall be deemed to be paid
and no longer  outstanding  under  the  Indenture  to the  extent  that  General
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 2001 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 General
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 2001  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 2001  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
for any tax or taxes or other  governmental  charge  required  to be paid by the
Company.


<PAGE>


      SECTION 4. The Company  reserves  the right,  without any consent or other
action by holders  of the bonds of the 2001 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.


<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  2001  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.


<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]


<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:
                                          ------------------------------------
                                          Arthur R. Garfield, Vice President
[Seal]


Attest:
       ------------------------------------
       Nancy C. Ashcom, Corporate Secretary

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



--------------------------------
Jackie C. Pamfilie


--------------------------------
Michele K. Rankin


<PAGE>


                                       THE BANK OF NEW YORK


                                       By:
                                          ------------------------------------
[Seal]


Attest:
       -----------------------------


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



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



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


<PAGE>


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

      On the 27th day of June,  2001,  personally  appeared  before me, a Notary
Public in and for the said County and State  aforesaid,  Arthur R.  Garfield and
Nancy  C.  Ashcom,  to me  known  and  known  to me to be a Vice  President  and
Corporate Secretary, respectively, of OHIO EDISON COMPANY, the corporation which
executed the foregoing instrument,  and who severally acknowledged that they did
sign and seal such  instrument as such Vice  President and Corporate  Secretary,
respectively,  of OHIO EDISON  COMPANY,  the same is their free act and deed and
the free and corporate act and deed of said corporation.

      IN WITNESS  WHEREOF,  I have hereunto set my hand and seal the 27th day of
June, 2001.

                                          -----------------------------------
                                          Susie M. Hoisten
                                          Notary Public
                                          Residence Summit County
                                          Statewide Jurisdiction Ohio
                                          My commission expires November 19,
                                          2001

[SEAL]

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

      On the 27th  day of June,  2001,  before  me  personally  came  Arthur  R.
Garfield,  to me known, who, being by me duly sworn, did dispose and say that he
resides  at 3846  Wisewood  Street,  Uniontown,  Ohio  44685;  that he is a Vice
President of OHIO EDISON COMPANY, one of the corporations described in and which
executed the above instrument; that he knows the seal of said corporation;  that
the seal  affixed to said  instrument  is such  corporate  seal;  that it was so
affixed  by order of the Board of  Directors  of said  corporation,  and that he
signed his name thereto by like order.


                                          -----------------------------------
                                          Susie M. Hoisten
                                          Notary Public
                                          Residence Summit County
                                          Statewide Jurisdiction Ohio
                                          My commission expires November 19,
                                          2001


[SEAL]


<PAGE>


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

      On the 27th day of June,  2001,  personally  appeared  before me, a Notary
Public in and for the said  County and State  aforesaid,  MaryBeth  Lewicki  and
Michal Pitfick, to me known and known to me to be a Vice President and Assistant
Treasurer, respectively, of THE BANK OF NEW YORK, the corporation which executed
the foregoing instrument,  and who severally acknowledged that they did sign and
seal such  instrument as such Vice President and Assistant  Treasurer for and on
behalf of said  corporation and that the same is their free act and deed and the
free and corporation act and deed of said corporation.

      IN WITNESS  WHEREOF,  I have hereunto set my hand and seal the 27th day of
June, 2001.

                                          -----------------------------------
                                          William J. Cassels
                                          Notary Public, State of New York
                                          No. 01CA5027729
                                          Qualified in Bronx County
                                          Commission Expires May 16, 2002

[SEAL]

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

      On the 27th day of June, 2001, before me personally came MaryBeth Lewicki,
to me known,  who, being by me duly sworn,  did dispose and say that she resides
at Staten  Island,  New York;  that she is a Vice  President  of THE BANK OF NEW
YORK, one of the parties  described in and which executed the above  instrument;
that she  knows  the seal of said  corporation;  that the seal  affixed  to said
instrument is such corporate  seal; that it was so affixed by order of the Board
of Directors of said  corporation,  and that she signed her name thereto by like
authority.


                                          -----------------------------------
                                          William J. Cassels
                                          Notary Public, State of New York
                                          No. 01CA5027729
                                          Qualified in Bronx County
                                          Commission Expires May 16, 2002

[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:
                                          -----------------------------------
                                          Michal Pitfick
                                          Assistant Treasurer