THE TOLEDO EDISON COMPANY

                                       TO

                            THE CHASE MANHATTAN BANK

                                                      Trustee.

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


                       Fifty-First Supplemental Indenture


                          Dated as of September 1, 2000


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


            (Supplemental to Indenture dated as of April 1, 1947)


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


            First Mortgage Bonds, Pledge Series C of 2000 due 2033


<PAGE>


      FIFTY-FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 2000, between
THE TOLEDO EDISON COMPANY,  a corporation  organized and existing under the laws
of the State of Ohio (hereinafter called the "Company"), and THE CHASE MANHATTAN
BANK,  a  corporation  existing  under  the  laws  of  the  State  of  New  York
(hereinafter called the "Trustee"), as Trustee.

                                    RECITALS

      The Company has heretofore executed and delivered an Indenture of Mortgage
and Deed of Trust  dated as of April 1,  1947  (hereinafter  referred  to as the
"Original  Indenture")  to The  Chase  National  Bank of the  City of New  York,
predecessor  Trustee, to secure an issue of First Mortgage Bonds of the Company,
issuable in series, and created thereunder an initial series of bonds designated
as First Mortgage Bonds, 2?% Series due 1977; and

      The Company has  heretofore  executed and delivered to The Chase  National
Bank of the City of New York, predecessor Trustee, four Supplemental  Indentures
supplementing  the Original  Indenture dated,  respectively,  September 1, 1948,
April 1, 1949,  December 1, 1950 and March 1, 1954 and has  heretofore  executed
and delivered to The Chase Manhattan Bank,  which on March 31, 1955,  became the
Trustee  under the  Original  Indenture  by  virtue  of the  merger of The Chase
National  Bank of the City of New  York  into  President  and  Directors  of The
Manhattan  Company under the name of The Chase Manhattan Bank, the Fifth and the
Sixth Supplemental Indentures dated, respectively,  February 1, 1956, and May 1,
1958, supplementing the Original Indenture; and

      The Chase Manhattan Bank was converted into a national banking association
under  the name The  Chase  Manhattan  Bank  (National  Association),  effective
September  23, 1965;  and by virtue of said  conversion  the  continuity  of the
business  of The Chase  Manhattan  Bank,  including  its  business  of acting as
corporate trustee,  and its corporate existence,  was not affected,  so that The
Chase  Manhattan  Bank  (National  Association)  was vested with all the trusts,
powers, discretion,  immunities, privileges and all other matters as were vested
in said The Chase Manhattan Bank under the Indenture (hereinafter defined), with
like effect as if originally named as Trustee therein; and

      The Company has heretofore  executed and delivered to The Chase  Manhattan
Bank (National Association) 41 Supplemental Indentures dated,  respectively,  as
follows:  Seventh,  August 1, 1967, Eighth,  November 1, 1970, Ninth,  August 1,
1972, Tenth, November 1, 1973, Eleventh, July 1, 1974, Twelfth, October 1, 1975,
Thirteenth, June 1, 1976, Fourteenth,  October 1, 1978, Fifteenth,  September 1,
1979, Sixteenth,  September 1, 1980,  Seventeenth,  October 1, 1980, Eighteenth,
April  1,  1981,  Nineteenth,   November  1,  1981,  Twentieth,  June  1,  1982,
Twenty-first,  September 1, 1982,  Twenty-second,  April 1, 1983,  Twenty-third,
December 1, 1983, Twenty-fourth,  April 1, 1984, Twenty-fifth, October 15, 1984,
Twenty-sixth,  October 15, 1984, Twenty-seventh,  August 1, 1985, Twenty-eighth,
August 1,  1985,  Twenty-ninth,  December  1,  1985,  Thirtieth,  March 1, 1986,
Thirty-first, October 15, 1987, Thirty-second, September 15, 1988, Thirty-third,
June 15,  1989,  Thirty-fourth,  October 15, 1989,  Thirty-fifth,  May 15, 1990,
Thirty-sixth, March 1, 1991, Thirty-seventh, May 1, 1992, Thirty-eighth,  August
1, 1992, Thirty-ninth,  October 1, 1992, Fortieth, January 1, 1993, Forty-first,
September  15,  1994,  Forty-second,  May 1,  1995,  Forty-third,  June 1, 1995,
Forty-fourth,  July 14, 1995, Forty-fifth,  July 15, 1995, Forty-sixth, June 15,
1997 and Forty-seventh, August 1, 1997 supplementing the Original Indenture; and


<PAGE>


      The Chase Manhattan Bank (National  Association),  Successor Trustee,  was
merged  on July 1,  1996,  with  and into  Chemical  Bank,  a New  York  banking
corporation,  which  changed  its name to The Chase  Manhattan  Bank,  and which
became the Trustee under the Original Indenture by virtue of such merger; and

      The Company has heretofore  executed and delivered to The Chase  Manhattan
Bank three Supplemental Indentures dated as follows: Forty-eighth, June 1, 1998,
Forty-ninth,  January 15, 2000 and Fiftieth,  May 1, 2000  supplementary  to the
Original Indenture (the Original Indenture, all the aforementioned  Supplemental
Indentures,  this  Fifty-first  Supplemental  Indenture and any other indentures
supplemental  to the  Original  Indenture  are  herein  collectively  called the
"Indenture" and this Fifty-first  Supplemental  Indenture is hereinafter  called
this "Supplemental Indenture"); and

      The Company  covenanted  in and by the  Original  Indenture to execute and
deliver such further instruments and do such further acts as may be necessary or
proper to carry out more effectually the purposes of the Original  Indenture and
to make subject to the lien thereof  property  acquired  after the execution and
delivery of the Original Indenture; and

      Under  Article 3 of the Original  Indenture,  the Company is authorized to
issue additional  bonds upon the terms and conditions  expressed in the Original
Indenture; and

      The Company  proposes to create a new series of First Mortgage Bonds to be
designated  as  First  Mortgage  Bonds,   Pledge  Series  C  of  2000  due  2033
(hereinafter called the "Bonds of 2000 Pledge Series C") with the denominations,
rates of interest, date of maturity,  redemption provisions and other provisions
and agreements in respect thereof as in this  Supplemental  Indenture set forth;
and

      The Bonds of 2000  Pledge  Series C are to be issued  by the  Company  and
delivered to Ambac Assurance Corporation,  a Wisconsin-domiciled stock insurance
corporation (the "Insurer")  pursuant to an Insurance  Agreement (the "Insurance
Agreement"),  dated as of September 1, 2000, between the Company and the Insurer
under  which (i) the  Insurer  has agreed to issue a  municipal  bond  insurance
policy (the  "Policy")  in favor of the Ohio Water  Development  Authority  (the
"Authority")   insuring  the  payment  of  the  principal  of  and  interest  on
$30,900,000  aggregate  principal  amount of the Authority's  Pollution  Control
Revenue Refunding Bonds,  Series 2000-B (The Toledo Edison Company Project) (the
"Revenue  Bonds")  and (ii) the  Company  has agreed to deliver to the Insurer a
series of its First Mortgage  Bonds as security for the Company's  obligation to
reimburse  the  Insurer  in  respect of  payments  made by the Issuer  under the
Policy; and

      The  Company,  by  appropriate  corporate  action,  has duly  resolved and
determined to execute this  Supplemental  Indenture for the purpose of providing
for the  creation of the Bonds of 2000  Pledge  Series C and of  specifying  the
form,  provisions  and  particulars  thereof as in said Original  Indenture,  as
amended, provided or permitted,  including the issuance only of fully registered
bonds,  and of giving to the Bonds of 2000 Pledge  Series C the  protection  and
security of the Indenture; and


<PAGE>


      The text of the Bonds of 2000 Pledge  Series C is to be  substantially  in
the following respective forms:

           [FORM OF FULLY REGISTERED BOND OF 2000 PLEDGE SERIES C]

            THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TO AMBAC
        ASSURANCE CORPORATION (THE "INSURER") UNDER THE INSURANCE AGREEMENT,
            DATED AS OF SEPTEMBER 1, 2000, BETWEEN THE COMPANY AND AMBAC
         ASSURANCE CORPORATION, AS AMENDED OR SUPPLEMENTED (THE "INSURANCE
           AGREEMENT"), OR IN COMPLIANCE WITH A FINAL ORDER OF A COURT OF
            COMPETENT JURISDICTION IN CONNECTION WITH ANY BANKRUPTCY OR
                     REORGANIZATION PROCEEDING OF THE COMPANY.

                            THE TOLEDO EDISON COMPANY

            FIRST MORTGAGE BOND, PLEDGE SERIES C OF 2000 DUE 2033

No.                                                               $__________

      THE TOLEDO EDISON COMPANY,  an Ohio  corporation  (hereinafter  called the
Company),    for    value    received,     hereby    promises    to    pay    to
_________________________________,  or registered assigns,  the principal sum of
_______________________  dollars ($_________), on September 1, 2033, in any coin
or currency of the United  States of America  which at the time of such  payment
shall be legal  tender for the payment of public and private  debts,  and to pay
interest on the unpaid  principal  amount hereof in like coin or currency to the
registered  owner  hereof at such rate per annum on each  interest  payment date
(hereinafter  defined)  as shall  cause the amount of  interest  payable on such
interest payment date on the Bonds of this Series (hereinafter defined) to equal
the amount of  interest  payable on such  interest  payment  date on the Revenue
Bonds (hereinafter defined). Such interest shall be payable on the same dates as
interest is payable on said Revenue Bonds (each such date hereinafter  called an
"interest payment date"),  until maturity or redemption of this Bond, or, if the
Company shall  default in the payment of the  principal due on this Bond,  until
the Company's  obligation with respect to the payment of such principal shall be
discharged as provided in the  Indenture  (hereinafter  defined).  The amount of
interest  payable on each  interest  payment  date shall be computed on the same
basis as the  corresponding  amount is computed on the Revenue Bonds,  provided,
however,  that the aggregate  amount of interest payable on any interest payment
date shall not exceed an amount which  results in an interest  rate of more than
10% per annum on the  aggregate  principal  amount  of the Bonds of this  Series
outstanding from time to time.

      Except as hereinafter provided, this Bond shall bear interest (a) from the
interest payment date next preceding the date of this Bond to which interest has
been paid, or (b) if the date of this Bond is an interest  payment date to which
interest has been paid, then from such date, or (c) if no interest has been paid
on this Bond, then from the date of initial issue.


<PAGE>


      This Bond is one of the Bonds of the Company,  known as its First Mortgage
Bonds,  issued  and to be issued in one or more  series  under and  equally  and
ratably secured (except as any sinking, amortization, improvement or other fund,
established  in accordance  with the  provisions of said  Indenture,  may afford
additional  security  for the  Bonds  of any  particular  series)  by a  certain
Indenture of Mortgage and Deed of Trust,  dated as of April 1, 1947 (hereinafter
called the "Original Indenture"), made by the Company to The Chase National Bank
of the City of New York  (The  Chase  Manhattan  Bank,  successor),  as  Trustee
(hereinafter  called  the  "Trustee"),  and by certain  indentures  supplemental
thereto,  including the Fifty-first Supplemental Indenture dated as of September
1, 2000 (the Original Indenture and said indentures  supplemental thereto herein
collectively called the "Indenture" and said Fifty-first  Supplemental Indenture
hereinafter called the "Supplemental  Indenture"),  to which Indenture reference
is hereby  made for a  description  of the  property  mortgaged,  the nature and
extent of the security, the rights and limitations of rights of the Company, the
Trustee and the holders of said Bonds and of the coupons  appurtenant  to coupon
Bonds under the Indenture and the terms and conditions upon which said Bonds are
and are to be issued and secured,  to all of the  provisions of which  Indenture
and of all such supplemental  indentures in respect of such security,  including
the provisions of the Indenture  permitting the issue of Bonds of any series for
property which, under the restrictions and limitations therein specified, may be
subject to liens prior to the lien of the  Indenture,  the holder,  by accepting
this Bond, assents. To the extent permitted by and as provided in the Indenture,
the rights and  obligations  of the Company and of the holders of said Bonds and
coupons (including those pertaining to any sinking or other fund) may be changed
and modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the Bonds then outstanding,  such percentage being
determined as provided in the Indenture;  provided,  however,  that in case such
changes and  modifications  affect one or more but less than all series of Bonds
then  outstanding,  they shall be required to be adopted only by the affirmative
vote of the holders of at least 75% in aggregate principal amount of outstanding
Bonds of such one or more series so affected; and further provided, that without
the consent of the holder  hereof no such change or  modification  shall be made
which will extend the time of payment of the principal of, or of the interest or
premium,  if any, on this Bond or reduce the principal amount hereof or the rate
of interest or the premium,  if any, hereon, or affect any other modification of
the terms of payment of such  principal or interest or premium,  if any, or will
permit the creation of any lien ranking prior to or on a parity with the lien of
the  Indenture  on any of the  mortgaged  property,  or will  deprive the holder
hereof of the benefit of a lien upon the mortgaged  property for the security of
this Bond, or will reduce the  percentage of Bonds  required for the adoption of
changes or modifications as aforesaid.

      This Bond is one of a series  of Bonds  designated  as the First  Mortgage
Bonds,  Pledge  Series C of 2000 due 2033,  of the  Company  (herein  called the
"Bonds of this Series") limited,  except as otherwise provided in the Indenture,
in aggregate principal amount to $30,900,000, and is issued under and secured by
the Supplemental Indenture.


<PAGE>


      The Bonds of this Series have been issued by the Company to the Insurer to
(i) provide for the payment of the Company's obligations to make payments to the
Insurer  under the  Insurance  Agreement  and (ii)  provide to the  Insurer  the
benefits of the security  provided for the Bonds of this Series.  The  Insurance
Agreement has been entered into by the Company in  connection  with the issuance
by the Insurer of a municipal bond  insurance  policy (the "Policy") in favor of
the Ohio Water Development  Authority (the "Authority")  insuring the payment of
the principal of and interest on $30,900,000 aggregate amount of the Authority's
Pollution  Control  Revenue  Refunding  Bonds,  Series 2000-B (the Toledo Edison
Company  Project)  (the  "Revenue  Bonds").  Payments  made  by the  Company  of
principal and interest on the Bonds of this Series are intended to be sufficient
to reimburse  the Insurer for any payments of principal and interest made by the
Insurer on the Revenue Bonds pursuant to the Policy.

      The Bonds of this  Series are not  transferable  except (i) as required to
effect an assignment to a successor of the Insurer under the Insurance Agreement
or (ii) in compliance with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the Company.

      The Company's obligation to make payments with respect to the principal of
and/or  interest  on the  Bonds of this  Series  shall  be  fully  or  partially
satisfied and  discharged to the extent that, at the time any such payment shall
be due, the corresponding amount then due of principal of and/or interest on the
Revenue  Bonds  shall  have been  fully or  partially  paid  (other  than by the
application of the proceeds of any payment by the Insurer under the Policy),  as
the case may be, or there  shall have been  deposited  with the  Trustee for the
Revenue bonds trust funds  sufficient to fully or partially pay, as the case may
be, the  corresponding  amount then due of principal  of and/or  interest on the
Revenue Bonds (other than by the  application  of the proceeds of any payment by
the Insurer under the Policy).  Notwithstanding  anything contained herein or in
the Indenture to the  contrary,  the Company shall be obligated to make payments
with  respect to the  principal  of and/or  interest on the Bonds of this Series
only to the  extent  that the  Insurer  has made a payment  with  respect to the
Revenue Bonds under the Policy.

      Upon payment of the  principal  of and interest due on the Revenue  Bonds,
whether  at  maturity  or prior  to  maturity  by  acceleration,  redemption  or
otherwise,  or upon  provision  for the  payment  thereof  having  been  made in
accordance  with the  indenture  under which the Revenue Bonds are issued (other
than by the  application of the proceeds of any payment by the Insurer under the
Policy),  the Bonds of this Series in a principal  amount equal to the principal
amount of Revenue Bonds so paid or for which such provision for payment has been
made shall be deemed fully paid, satisfied and discharged and the obligations of
the Company  thereunder  shall be terminated and such Bonds of this Series shall
be surrendered  to and canceled by the Trustee.  From and after the Release Date
(as  defined in the  Insurance  Agreement),  the Bonds of this  Series  shall be
deemed fully paid,  satisfied and  discharged  and the obligation of the Company
thereunder  shall be  terminated.  On the Release Date, the Bonds of this Series
shall be surrendered to and canceled by the Trustee.



<PAGE>


      The Bonds of this Series are subject to mandatory redemption,  in whole or
in part, as the case may be, on each date that Revenue 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 Revenue Bonds called for redemption on
that  date.  All  redemptions  of Bonds of this  Series  shall be at 100% of the
principal amount thereof, plus accrued interest to the redemption date.

      The  principal  of this Bond may be  declared or may become due before the
maturity hereof, on the conditions,  in the manner and at the times set forth in
the Indenture, upon the happening of a default as therein defined.

      No recourse under or upon any covenant or obligation of the Indenture,  or
of any indenture  supplemental  thereto, or of this Bond, for the payment of the
principal of or the interest on this Bond,  or for any claim based  thereon,  or
otherwise  in  any  manner  in  respect  thereof,   shall  be  had  against  any
incorporator, subscriber to the capital stock, stockholder, officer or director,
as such, of the Company,  whether former,  present or future, either directly or
indirectly  through the Company or any  predecessor or successor  corporation or
the Trustee, by the enforcement of any subscription to capital stock, assessment
or  otherwise,  or by  any  legal  or  equitable  proceeding  by  virtue  of any
constitution,  statute, or otherwise (including, without limiting the generality
of  the  foregoing,   any  proceeding  to  enforce  any  claimed   liability  of
stockholders of the Company based upon any theory of disregarding  the corporate
entity of the  Company or upon any  theory  that the  Company  was acting as the
agent or  instrumentality  of the  stockholders),  any and all such liability of
incorporators, stockholders, subscribers, officers and directors, as such, being
released  by the  holder  hereof,  by the  acceptance  of this  Bond,  and being
likewise waived and released by the terms of the Indenture.

      This Bond shall not be valid or become  obligatory  for any purpose  until
the certificate of authentication  endorsed hereon shall have been signed by The
Chase Manhattan Bank or its successor, as Trustee under the Indenture.

      IN WITNESS  WHEREOF,  THE TOLEDO EDISON COMPANY has caused this Bond to be
signed in its name by its President or a  Vice-President  and its corporate seal
to be impressed or imprinted  hereon and attested by its Corporate  Secretary or
an Assistant Corporate Secretary.

Dated                               THE TOLEDO EDISON COMPANY


                                    By
                                       ---------------------------------------
                                                  Vice President
Attest:


-------------------------------
     Corporate Secretary


<PAGE>


              [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

      This Bond is one of the Bonds of the series designated  herein,  described
in the within-mentioned Indenture.

                                    THE CHASE MANHATTAN BANK,
                                       AS TRUSTEE


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

                [END OF FORM OF BOND OF 2000 PLEDGE SERIES C]


<PAGE>


      All  conditions  and  requirements  necessary  to make  this  Supplemental
Indenture a valid, legal and binding instrument in accordance with its terms and
to make the Bonds of 2000 Pledge Series C, when duly executed by the Company and
authenticated and delivered by the Trustee,  and duly issued, the valid, binding
and legal  obligations  of the Company,  have been done and  performed,  and the
execution and delivery of this Supplemental  Indenture have been in all respects
duly authorized.

      NOW, THEREFORE,  THIS SUPPLEMENTAL  INDENTURE WITNESSETH:  That The Toledo
Edison Company,  the Company herein named, in  consideration of the premises and
of One Dollar  ($1.00) to it duly paid by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, does
hereby  covenant  and agree to and with the  Trustee and its  successors  in the
trust under the Indenture,  for the benefit of those who shall hold the bonds to
be issued hereunder and thereunder, as hereinafter provided, as follows:

                                    ARTICLE I

          CREATION AND DESCRIPTION OF BONDS OF 2000 PLEDGE SERIES C

      SECTION  1. A new  series of bonds to be issued  under and  secured by the
Indenture is hereby created,  to be designated as "First Mortgage Bonds,  Pledge
Series C of 2000 due 2033" (such bonds herein  referred to as the "Bonds of 2000
Pledge  Series  C").  The Bonds of 2000  Pledge  Series C shall be limited to an
aggregate  principal  amount of  $30,900,000.  The Bonds of 2000 Pledge Series C
shall be substantially in the form hereinbefore recited.

      SECTION 2. The  principal  of all Bonds of 2000  Pledge  Series C shall be
payable on September 1, 2033, unless earlier  redeemed,  and shall bear interest
from the time  hereinafter  provided  at such  rate per  annum on each  interest
payment date (hereinafter defined) as shall cause the amount of interest payable
on each interest  payment date on the Bonds of 2000 Pledge Series C to equal the
amount of interest  payable on such interest  payment date on the Revenue Bonds.
Such  interest  shall be payable on the same dates as interest is payable on the
Revenue Bonds (each such date herein called an "interest  payment date"),  until
the maturity or redemption of the Bonds of 2000 Pledge Series C, or, in the case
of any default by the Company in the  payment of the  principal  due on any such
Bonds,  until the  Company's  obligation  with  respect  to the  payment of such
principal  shall be  discharged  as  provided  in the  Indenture.  The amount of
interest  payable on each  interest  payment  date shall be computed on the same
basis as the  corresponding  amount is computed on the Revenue Bonds,  provided,
however,  that the aggregate  amount of interest payable on any interest payment
date shall not exceed an amount which  results in an interest  rate of more than
10% per annum on the  aggregate  principal  amount  of the Bonds of 2000  Pledge
Series C outstanding from time to time.


<PAGE>


      Except as  hereinafter  provided,  each Bond of 2000 Pledge Series C shall
bear interest (a) from the interest payment date next preceding the date of such
Bond to which  interest  has been  paid,  or (b) if the date of such  Bond is an
interest  payment date to which interest has been paid,  then from such date, or
(c) if no interest has been paid thereon,  then from the date of initial  issue.
The Trustee may rely upon the  certification of the Insurer of the interest rate
of,  interest  payment dates of and basis on which interest is computed for, the
Revenue  Bonds as necessary to enable the Trustee to determine  for the Bonds of
2000 Pledge Series C their  corresponding  interest rate, interest payment dates
and basis on which  interest  shall be computed and with respect to its payments
under the Policy.

      SECTION  3. The  Bonds of 2000  Pledge  Series  C shall be  payable  as to
principal  and  interest  at the office or agency of the  Company in the City of
Akron, State of Ohio; and principal and interest shall be payable in any coin or
currency of the United  States of America  which at the time of payment shall be
legal tender for the payment of public and private debts.

      SECTION 4. The Bonds of 2000 Pledge Series C shall be issued only as fully
registered Bonds in the denominations of $1,000 or any higher multiple of $1.00.

      SECTION 5.  Except as may be  necessary  to comply with a final order of a
court  of  competent   jurisdiction   in  connection   with  any  bankruptcy  or
reorganization  proceeding  of the  Company,  the Bonds of 2000 Pledge  Series C
shall be transferable  only to a successor to Ambac Assurance  Corporation under
the  Insurance  Agreement in the manner and upon the terms set forth in ss. 2.05
of the Original Indenture, but notwithstanding the provisions of ss. 2.08 of the
Original  Indenture,  no charge  shall be made upon any  transfer or exchange of
Bonds  of 2000  Pledge  Series  C other  than  for any  tax or  taxes  or  other
governmental charge required to be paid by the Company.

      SECTION 6. The Company's obligation to pay the principal of or interest on
the Bonds of 2000  Pledge  Series C, shall be fully or  partially  satisfied  as
stated  in the  form of the  Bonds  of the 2000  Pledge  Series  C  hereinbefore
recited.

      SECTION  7. The  Bonds of 2000  Pledge  Series  C may be  executed  by the
Company and delivered to the Trustee and, upon  compliance  with all  applicable
provisions and requirements of the Original Indenture in respect thereof,  shall
be  authenticated by the Trustee and delivered  (without  awaiting the filing or
recording of this  Supplemental  Indenture) in accordance with the written order
or orders of the Company.

      SECTION  8. The Bonds of 2000  Pledge  Series C shall be  redeemed  by the
Company in whole or in part at any time prior to maturity at a redemption  price
of 100% of the  principal  amount to be  redeemed,  plus any  accrued and unpaid
interest to the  redemption  date as stated in the form of the Bonds of the 2000
Pledge Series C hereinbefore recited.


<PAGE>


                                   ARTICLE II

                                   THE TRUSTEE

      The Trustee accepts the trusts created by this Supplemental Indenture upon
the terms and  conditions  in the Original  Indenture  and in this  Supplemental
Indenture set forth. The recitals in this Supplemental Indenture are made by the
Company only and not by the Trustee. Each and every term and condition contained
in  Article  13 of the  Original  Indenture  shall  apply  to this  Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full,  with such  omissions,  variations  and  modifications  thereof  as may be
appropriate to make the same conform to this Supplemental Indenture.

      For  purposes  of  this   Supplemental   Indenture  (a)  the  Trustee  may
conclusively  rely and shall be protected  in acting upon a written  certificate
of, the Insurer as to the interest rate of, interest  payment dates of and basis
on which  interest is computed  for,  the Revenue  Bonds and with respect to its
payments under the Policy,  or any officer's  certificate or opinion of counsel,
as to the truth of the statements and the correctness of the opinions  expressed
therein,  without independent  investigation or verification thereof, subject to
Article 13 of the Indenture and (b) a written  certificate of, the Insurer shall
mean a written certificate executed by the president,  any vice president or any
authorized officer of the Insurer.

                                   ARTICLE iII

                            MISCELLANEOUS PROVISIONS

      SECTION 1. The Original Indenture, as heretofore  supplemented,  is in all
respects ratified and confirmed,  and the Original Indenture,  this Supplemental
Indenture and all other indentures  supplemental to the Original Indenture shall
be read,  taken  and  construed  as one and the  same  instrument.  Neither  the
execution of this Supplemental  Indenture nor anything herein contained shall be
construed to impair the lien of the  Indenture  on any of the  property  subject
thereto, and such lien shall remain in full force and effect as security for all
bonds now outstanding or hereafter issued under the Indenture. All covenants and
provisions of the Original  Indenture,  except as modified by this  Supplemental
Indenture and all other indentures supplemental to the Original Indenture, shall
continue  in full force and effect for the  respective  periods of time  therein
specified, and this Supplemental Indenture shall form part of the Indenture. All
terms defined in Article 1 of the Original  Indenture shall, for all purposes of
this  Supplemental  Indenture,  have the  meanings in said  Article 1 specified,
except as  modified  by this  Supplemental  Indenture  and all other  indentures
supplemental  to  the  Original  Indenture  and  unless  the  context  otherwise
requires.

      SECTION 2. This Supplemental  Indenture may be simultaneously  executed in
any number of counterparts,  and all said  counterparts  executed and delivered,
each as an original, shall constitute but one and the same instrument.


<PAGE>


      IN WITNESS  WHEREOF,  The Toledo  Edison  Company has caused its corporate
name to be hereunto affixed and this instrument to be signed by its President or
a Vice President and its corporate  seal to be hereunto  affixed and attested by
its  Corporate  Secretary or an  Assistant  Corporate  Secretary  for and in its
behalf and The Chase Manhattan  Bank, as Trustee,  in evidence of its acceptance
of the trust  hereby  created,  has caused  its  corporate  name to be  hereunto
affixed,  this  instrument to be signed by its President or a Vice President and
its  corporate  seal to be hereunto  affixed and attested by its Secretary or an
Assistant  Secretary or any other authorized  officer for and on its behalf, all
as of the day and year first above written.


                                       THE TOLEDO EDISON COMPANY


                                       By
                                          ------------------------------------
                                                     Vice President
[SEAL]


      Attest:
              -------------------------
                Corporate Secretary

      Signed, sealed and acknowledged on behalf of
      THE TOLEDO EDISON COMPANY
      in the presence of


----------------------------------
        Edward J. Udovich

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

           As witnesses


<PAGE>


                                    THE CHASE MANHATTAN BANK,
                                       AS TRUSTEE


                                    By
                                       ---------------------------------------
                                                  Vice President

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

      Signed, sealed and acknowledged on behalf of
      THE CHASE MANHATTAN BANK
      in the presence of


                                                      [SEAL]
---------------------------------------


---------------------------------------
             As witnesses


<PAGE>


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

      On this 18th day of September, 2000, before me personally appeared Richard
H. Marsh and Nancy C. Ashcom to me personally  known,  who being by me severally
duly sworn, did say that they are a Vice President and the Corporate  Secretary,
respectively,  of The  Toledo  Edison  Company,  that  the seal  affixed  to the
foregoing  instrument is the corporate  seal of said  corporation  and that said
instrument  was signed and sealed in behalf of said  corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said corporation.


                                                                        [SEAL]
                                     ---------------------------------
                                      Susie M. Hoisten, Notary Public
                                         Residence - Summit County
                                       State Wide Jurisdiction, Ohio
                                          My Commission Expires Nov. 19, 2001


<PAGE>


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

      On  this  ___  day  of  September,  2000  before  me  personally  appeared
____________ and _____________ to me personally known, who being by me severally
duly  sworn,  did say that  they  are a Vice  President  and an  ______________,
respectively,  of The  Chase  Manhattan  Bank,  that  the  seal  affixed  to the
foregoing  instrument is the corporate  seal of said  Corporation  and that said
instrument was signed and sealed in behalf of said a Corporation by authority of
its Board of Directors; and said officers severally acknowledged said instrument
to be the free act and deed of said Corporation.


                                                                        [SEAL]
                                           ---------------------------
                                                  Notary Public





This instrument was prepared by:

  FirstEnergy Corp.
  76 South Main Street
  Akron, Ohio 44308