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                               OHIO EDISON COMPANY



                                      with



                              THE BANK OF NEW YORK,
                                      As Trustee



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

                      SEVENTY-SIXTH SUPPLEMENTAL INDENTURE



                        Providing among other things for

                              FIRST MORTGAGE BONDS

                        Pledge Series C of 2003 due 2003

                                    ---------

                           Dated as of August 1, 2003


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<PAGE>


         SUPPLEMENTAL INDENTURE,  dated as of August 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-five  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 up to $450,000,000 in principal amount
to be  designated  as "First  Mortgage  Bonds Pledge  Series C of 2003 due 2003"
(hereinafter  sometimes  referred to as the "bonds of the 2003C 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:


<PAGE>


                        [FORM OF BOND OF PLEDGE SERIES C]

         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 C OF 2003 DUE 2003

                              Due December 31, 2003

$                                                                         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  December  31,  2003 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 (as defined  below) in the amounts,  for the periods and payable at
such  times as  interest  shall  accrue and be  payable  on the  Mortgage  Bonds
Floating  Rate Series A of 2003 due 2003 (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.  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
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.

                                       2

<PAGE>

         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

                                       3

<PAGE>


                      [FORM OF BOND OF 2003C PLEDGE SERIES]

                                    [REVERSE]

                               OHIO EDISON COMPANY


              FIRST MORTGAGE BONDS PLEDGE SERIES C OF 2003 DUE 2003

         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,  if any, 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.

         Interest on the bonds of this series  will accrue in the  amounts,  for
the periods and be payable at such times as interest shall accrue and be payable
on the Mortgage Bonds.  The Initial  Interest Accrual Date for the bonds of this
series  shall be the  earliest  date on which  interest  begins to accrue on any
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
right,  without  any  consent  or other  action by  holders of the bonds of this


                                       4

<PAGE>

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  $1,000,000  and,  if  higher,  in  multiples  of
$1,000,000.  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 2003C PLEDGE SERIES]


                                       5


<PAGE>

         WHEREAS, Section 115 of the Indenture provides that the Company and the
Trustee  may,  from time to time and at any  time,  enter  into such  indentures
supplemental  thereto as shall be deemed  necessary or desirable for one or more
purposes,  including, among others, to correct or amplify the description of any
property  mortgaged  or  intended  so to be, to  mortgage  or pledge  additional
property,  to describe  and set forth the  particular  terms and  provisions  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 cure any
ambiguity or to cure, correct or supplement defective or inconsistent provisions
contained in the Indenture,  and for any other purpose not inconsistent with the
terms of the Indenture;

         WHEREAS,  all things  necessary  to make the bonds of the 2003C  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 deems it advisable to enter into this Supplemental
Indenture  for the purposes of  describing  the bonds of the 2003C 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,  now owned or hereafter  acquired,  wherever located,  described in the
Indenture and not therein expressly excepted;

         TOGETHER  WITH  all  and  singular  the  tenements,  hereditaments  and
appurtenances belonging or in any wise appertaining to the aforesaid property or
any part thereof,  with the reversion and  reversions,  remainder and remainders
and (subject to the provisions of Article XI of the Indenture) the tolls, rents,
revenues,  issues,  earnings,  income,  product and profits thereof, and all the


                                       6

<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:

                                       7

<PAGE>

         SECTION 1. Bonds of the 2003C  Pledge  Series  shall mature on the date
set forth in the form of bond  relating  thereto  hereinbefore  set  forth  and,
subject to the  provisions  of said form,  shall bear  interest  at the rate per
annum from time to time borne by the tranche of Mortgage  Bonds  issued upon the
basis of the  delivery of such bonds of the 2003C  Pledge  Series to the trustee
under the Indenture and having the same Initial  Interest Accrual Date. Bonds of
the 2003C Pledge Series shall be designated  as the  Company's  "First  Mortgage
Bonds Pledge  Series C of 2003 due 2003." The bonds of the 2003C  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 2003C 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 2003C 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 $1,000,000 and, if higher, in
multiples of  $1,000,000.  Delivery of a bond of the 2003C 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 2003C Pledge  Series shall be deemed to be paid
and no longer  outstanding under the Indenture to the extent that the tranche of
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 2003C 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  2003C  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 2003C  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


                                       8

<PAGE>

         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  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.

                                       9

<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 2003C 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.

                                       10

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


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


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


-----------------------------
Diane L. Rapp
                                    THE BANK OF NEW YORK




                                    By:
                                         ----------------------------------
                                          Barbara Bevelaqua, Vice President
[Seal]


Attest: _____________________________
         Julie Salovitch-Miller,
         Vice President


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


-----------------------------
Remo Reale

-----------------------------
James Logan

                                       11

<PAGE>


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

         On the 7th day of August in the year 2003  before me, the  undersigned,
personally  appeared Harvey L. Wagner and Edward J. Udovich,  Vice President and
Controller  and  Assistant  Corporate  Secretary,  respectively,  of Ohio Edison
Company,  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.


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

[SEAL]

                                       12

<PAGE>


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

         On the 7th day of August in the year 2003  before me, the  undersigned,
personally   appeared  Barbara   Bevelaqua  and   Julie-Salovitch-Miller,   Vice
Presidents  of The Bank of New York,  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]

                                       13

<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:
                                       -------------------------------------
                                          Barbara Bevelaqua, Vice President



This instrument was prepared by FirstEnergy Corp.

                                       14