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


                               OHIO EDISON COMPANY



                                      with



                              THE BANK OF NEW YORK,
                                      As Trustee



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

                      SEVENTY-FIFTH SUPPLEMENTAL INDENTURE



                        Providing among other things for

                              FIRST MORTGAGE BONDS

                        Pledge Series A of 2003 due 2033
                        Pledge Series B of 2003 due 2033

                                    ---------

                            Dated as of March 1, 2003


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


<PAGE>



         SUPPLEMENTAL  INDENTURE,  dated as of March 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-four  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; and

         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,  consisting of $41,000,000 in principal  amount to be
designated  as  "First  Mortgage  Bonds,  Pledge  Series  A of  2003  due  2033"
(hereinafter  sometimes  referred  to as the  "bonds  of Pledge  Series  A") and
$9,000,000 in principal amount to be designated as "First Mortgage Bonds, Pledge
Series B of 2003 due 2033"  (hereinafter  sometimes referred to as the "bonds of
Pledge Series B",  together with the bonds of Pledge Series A, the "bonds of the
2003 Pledge Series"),  which 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:

                                       2

<PAGE>


                        [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 Mortgage referred to herein.

                               OHIO EDISON COMPANY

             FIRST MORTGAGE BONDS, PLEDGE SERIES A OF 2003 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,  N.Y. 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,  Guarantee  Series A of 2003 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 (as defined below) 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, N.Y. or in the City of Akron, Ohio.

         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 Mortgage  referred to on the reverse hereof,  or its successor
thereunder, shall have authenticated the form of certificate endorsed hereon.

                                       3

<PAGE>

         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 Mortgage.



                              THE BANK OF NEW YORK,

                                   as Trustee,





                              By:______________________________________
                                 Authorized Officer

                                       4

<PAGE>


                        [FORM OF BOND OF PLEDGE SERIES A]



                                    [REVERSE]

                               OHIO EDISON COMPANY


             FIRST MORTGAGE BONDS, PLEDGE SERIES A OF 2003 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 Mortgage 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,  as amended and  supplemented  by indentures  supplemental
thereto,  to which Indenture as so amended and supplemented  (herein referred to
as the "Mortgage") 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 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 Mortgage 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.

         The Initial Interest Accrual Date for the bonds of this series shall be
the date that interest begins to accrue on the Mortgage Bonds.

         As more fully described in the supplemental  indenture establishing the
terms and  provisions  of the bonds of this  series,  the Company  reserves  the


                                       5

<PAGE>

right,  without  any  consent  or other  action by  holders of the bonds of this
series,  to amend the Mortgage to provide (a) that the Mortgage,  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
Mortgage,  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  Mortgage 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  Mortgage,  upon the
occurrence of a completed default as in the Mortgage 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 Mortgage.

         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  Mortgage.  Notwithstanding  any provision of the
Mortgage,  (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]

                        [FORM OF BOND OF PLEDGE SERIES B]

                                       6

<PAGE>

         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 Mortgage referred to herein.

                               OHIO EDISON COMPANY

             FIRST MORTGAGE BONDS, PLEDGE SERIES B OF 2003 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, N.Y. 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,  Guarantee
Series B of 2003 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 (as defined
below) 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, N.Y. or in the City of Akron, Ohio.

         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 Mortgage 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

                                       7

<PAGE>

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 Mortgage.



                              THE BANK OF NEW YORK,

                                   as Trustee,





                              By:__________________________________________
                                   Authorized Officer

                                       8

<PAGE>


                        [FORM OF BOND OF PLEDGE SERIES B]



                                    [REVERSE]

                               OHIO EDISON COMPANY



             FIRST MORTGAGE BONDS, PLEDGE SERIES B OF 2003 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 Mortgage 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,  as amended and  supplemented  by indentures  supplemental
thereto,  to which Indenture as so amended and supplemented  (herein referred to
as the "Mortgage") 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 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 Mortgage 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.

         The Initial Interest Accrual Date for the bonds of this series shall be
the date that interest begins to accrue on the Mortgage Bonds.

         As more fully described in the supplemental  indenture establishing the
terms and  provisions  of the bonds of this  series,  the Company  reserves  the

                                       9

<PAGE>

right,  without  any  consent  or other  action by  holders of the bonds of this
series,  to amend the Mortgage to provide (a) that the Mortgage,  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
Mortgage,  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  Mortgage 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  Mortgage,  upon the
occurrence of a completed default as in the Mortgage 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 Mortgage.

         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  Mortgage.  Notwithstanding  any provision of the
Mortgage,  (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 B]

                                       10



<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  Pledge
Series  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
Pledge Series 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

                                       11

<PAGE>

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.

         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:

                                       12

<PAGE>

         SECTION 1. Bonds of the 2003 Pledge Series shall mature on the date set
forth in the respective  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.  Pledge Series A Bonds shall be  designated  as the Company's  "First
Mortgage  Bonds,  Pledge Series A of 2003 due 2033." Pledge Series B Bonds shall
be designated as the Company's  "First Mortgage  Bonds,  Pledge Series B of 2003
due 2033." The bonds of the 2003  Pledge  Series  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 the
2003 Pledge Series 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 Pledge Series 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 the 2003 Pledge Series to the Trustee
for authentication  shall be conclusive evidence that its serial number has been
duly approved by the Company.

         SECTION 2. Bonds of the 2003 Pledge  Series  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 and the Trustee has been
notified to such effect by the Company.

         SECTION 3. Bonds of the 2003 Pledge  Series 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  Pledge  Series  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. The Company reserves the right, without any consent or other
action by  holders of the bonds of the 2003  Pledge  Series,  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

                                       13

<PAGE>

         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  filling  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.

                                       14

<PAGE>

                  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 Pledge  Series,
         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.

                  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.

                                       15

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

                              OHIO EDISON COMPANY





                              By:__________________________________________
                                 Harvey L. Wagner, Vice President and
                                 Controller

[Seal]


Attest:
       ----------------------------------------
        David W. Whitehead, Corporate Secretary


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


-----------------------------
Julie A. Phillips


-----------------------------
Amit D. Patel
                                      THE BANK OF NEW YORK


                                      By:______________________________________
                                            Patricia Gallagher, Vice President
[Seal]

Attest: ______________________________________
         Margaret Ciesmelewski, Vice President


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


-----------------------------
Barbara Bevelaqua


-----------------------------
Mary LaGumina

                                       16

<PAGE>


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

         On the 3rd day of March in the year 2003  before me,  the  undersigned,
personally appeared Harvey L. Wagner and David W. Whitehead, 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 instruments.

                                  -------------------------------------
                                  Karen L. Pope
                                  Notary Public, State of Ohio
                                  My Commission Expires Jan. 16, 2005
                                  Recorded in Stark County
[SEAL]

                                       17

<PAGE>


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

         On the 3rd day of March in the year 2003  before me,  the  undersigned,
personally  appeared Patricia  Gallagher and Margaret  Ciesmelewski,  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 instruments.


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


[SEAL]

                                       18

<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:
                                        ----------------------------------
                                        Patricia Gallagher, Vice President



This instrument was prepared by FirstEnergy Corp.

                                       19