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




                               OHIO EDISON COMPANY

                                      WITH

                              THE BANK OF NEW YORK,
                                   As Trustee


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


                          SIXTH SUPPLEMENTAL INDENTURE


                        Providing among other things for

                             GENERAL MORTGAGE BONDS

                        Pledge Series A of 2003 due 2015


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


                          Dated as of February 1, 2003




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


<PAGE>

         SUPPLEMENTAL  INDENTURE,  dated as of  February  1, 2003  between  OHIO
EDISON COMPANY, a corporation organized and existing under the laws of the State
of Ohio  (hereinafter  called the  "Company"),  party of the first part, and THE
BANK OF NEW YORK, a  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 THE BANK
OF NEW YORK, as Trustee  (hereinafter  called the "Trustee"),  a certain General
Mortgage Indenture and Deed of Trust, dated as of January 1, 1998 (the "Original
Indenture"),  to secure 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
Original  Indenture,  which Original  Indenture,  as heretofore  supplemented is
hereinafter referred to as the "Indenture";

         WHEREAS,  the  Company  has  heretofore  entered  into  an Air  Quality
Facilities  Loan  Agreement  dated as of April 15, 1981 (the "Loan  Agreement"),
with the Ohio Air Quality  Development  Authority (the "Authority")  pursuant to
which the Authority issued $50,000,000 aggregate principal amount of Air Quality
Facilities  Revenue  Refunding Bonds 1988 Series A (Ohio Edison Company Project)
(the  "Authority  Bonds") under the  Indenture of Trust,  dated as of January 1,
1988 (the  "Authority  Indenture"),  between the Authority and J.P. Morgan Trust
Company,  National Association,  as successor trustee (the "Authority Trustee"),
in order to provide  funds to loan to the Company  for the purpose of  refunding
certain bonds of the Authority  issued to assist the Company in the financing of
the cost of certain air quality facilities;

         WHEREAS,  in conjunction  with the remarketing of the Authority  Bonds,
the Company has entered into an Insurance Agreement (the "Insurance Agreement"),
dated  as  of  February  3,  2003,  between  the  Company  and  Ambac  Assurance
Corporation,  a Wisconsin-domiciled stock insurance corporation (the "Insurer"),
under  which the Insurer  has agreed to issue a  financial  guarantee  insurance
policy (the "Bond Policy") and a surety bond (together with the Bond Policy, the
"Policies")  in favor of the holders of the Authority  Bonds and the Company has
agreed to deliver to the Insurer a series of bonds  issued by the Company  under
its General Mortgage  Indenture and Deed of Trust,  dated as of January 1, 1998,
as  supplemented,  to The Bank of New York,  as  Trustee,  as  security  for the
Insurer's payment of the amounts due under the Policies;

         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 $50,000,000 in principal  amount, to be
designated as "Mortgage  Bonds,  Pledge Series A of 2003 due 2015"  (hereinafter
sometimes  referred  to as 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; and

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


<PAGE>

                      [FORM OF BOND OF 2003 PLEDGE SERIES]

                                     [FACE]



This  Bond  is  not  transferable  except  to a  successor  to  Ambac  Assurance
Corporation under the Insurance Agreement, dated as of February 3, 2003, between
the Company and Ambac Assurance Corporation, or in compliance with a final order
of a court of  competent  jurisdiction  in  connection  with any  bankruptcy  or
reorganization proceeding of the Company.


                               OHIO EDISON COMPANY

                 MORTGAGE BOND, PLEDGE SERIES A OF 2003 DUE 2015

                              DUE FEBRUARY 1, 2015


No. R-                                                                  $

         OHIO EDISON  COMPANY,  a corporation of the State of Ohio  (hereinafter
called  the  Company),   for  value   received,   hereby  promises  to  pay  to,
_______________________________________________     or    registered    assigns,
_______________________________ Dollars at an office or agency of the Company in
the  Borough  of  Manhattan,  The City of New  York,  New York or in the City of
Akron,  Ohio,  on February 1, 2015, in any coin or currency of the United States
of America  which at the time of payment is legal  tender for public and private
debts, and to pay at said offices or agencies to the registered owner hereof, in
like coin or  currency,  interest  thereon  from the  Interest  Payment Date (as
defined  herein) next  preceding the date of this bond unless the date hereof is
prior to the first Interest Payment Date for the bonds of this series,  in which
case from  February 3, 2003 (the date of original  issuance of the bonds of this
series) (or, if this bond is dated  between the Record Date (as defined  herein)
for any Interest  Payment Date and such Interest  Payment  Date,  then from such
Interest  Payment Date),  at the rate from time to time borne by the Air Quality
Facilities  Revenue  Refunding Bonds 1988 Series A (Ohio Edison Company Project)
(the  "Authority  Bonds") issued by the Ohio Air Quality  Development  Authority
(the  "Authority")  under the Trust  Indenture,  dated as of January 1, 1988, as
amended and supplemented by the First Supplemental Trust Indenture,  dated as of
February 1, 2003 (as so amended and  supplemented,  the "Authority  Indenture"),
between the Authority and J.P. Morgan Trust Company,  National  Association,  as
successor trustee (the "Authority Trustee"); provided, however, that in no event
shall the rate of  interest  borne by the Bonds of this  series  exceed  14% per
annum.  Payments of  principal  of and interest on this bond shall be made at an
office or agency of the  Company in the  Borough of  Manhattan,  The City of New
York, New York or in the City of Akron, Ohio.

                                       2

<PAGE>

         The interest so payable on any Interest  Payment Date will,  subject to
certain exceptions in the Indenture hereinafter mentioned, be paid to the person
in whose name this bond is  registered  at the close of  business  on the Record
Date.  As used herein,  "Interest  Payment Date" and "Record Date" shall mean an
Interest Payment Date and Record Date, respectively, as defined in the Authority
Bonds.

         The  provisions  of this bond are  continued on the reverse  hereof and
such continued  provisions shall for all purposes have the same effect as though
fully set forth at this place.

         This bond shall not become  obligatory  until The Bank of New York, the
Trustee under the Indenture  referred to on the reverse hereof, or its successor
thereunder, shall have authenticated the form of certificate endorsed hereon.



                  [Remainder of page intentionally left blank]

                                       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 affixed  or printed  hereon,
attested by its Corporate Secretary or an Assistant Corporate Secretary,  by his
signature or a facsimile thereof.


                                         OHIO EDISON COMPANY,


                                         By _________________________
                                              NAME:   RICHARD H. MARSH
                                              TITLE:  Senior Vice President and
                                                      Chief Financial Officer


Attest:


--------------------------------------
NAME:  EDWARD J. UDOVICH
TITLE:  Assistant Corporate Secretary


                 [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]


                      TRUSTEE'S AUTHENTICATION CERTIFICATE

         This is one of the bonds of the series  designated  therein referred to
in the within-mentioned Indenture.


Dated:

                                          THE BANK OF NEW YORK,
                                                    as Trustee,


                                          By_________________________
                                              Authorized Signatory

                                       4

<PAGE>



                      [FORM OF BOND OF 2003 PLEDGE SERIES]

                                    [REVERSE]

                               OHIO EDISON COMPANY

                 MORTGAGE BOND, PLEDGE SERIES A OF 2003 DUE 2015

         This  bond is one of an  issue of bonds  of the  Company,  issuable  in
series,  and is one of a  series  known  as its  Mortgage  Bonds  of the  series
designated in its title,  all issued and to be issued under and equally  secured
(except as to any money, obligations or other instruments,  or earnings thereon,
deposited with the Trustee or sinking fund  established  in accordance  with the
provisions  of  the  Indenture  hereinafter  mentioned  for  the  bonds  of  any
particular  series) by a General Mortgage  Indenture and Deed of Trust, dated as
of January 1, 1998, executed by the Company to The Bank of New York, as Trustee,
as supplemented  by indentures  supplemental  thereto,  to which Indenture as so
supplemented  (herein  referred to as the  "Indenture")  reference is made for a
description of the property mortgaged and pledged,  the nature and extent of the
security,  the rights of the  holders of the bonds in  respect  thereof  and the
terms and conditions upon which the bonds are secured.

         The  bonds of this  series  are  issued  and to be  issued  in order to
provide security to Ambac Assurance  Corporation,  a  Wisconsin-domiciled  stock
insurance  corporation  (the  "Insurer"),  in connection  with its issuance of a
financial  guaranty  insurance  policy  (the "Bond  Policy")  and a surety  bond
(together with the Bond Policy,  the  "Policies") in favor of the holders of the
Authority Bonds pursuant to the Insurance Agreement (the "Insurance  Agreement")
dated as of February 3, 2003  between the Insurer and the Company in  connection
with the  remarketing  of the Authority  Bonds on or about  February 3, 2003. In
order to  provide  monies to fund a loan made by the  Authority  to the  Company
pursuant to an Air Quality  Facilities Loan Agreement dated as of April 15, 1981
between the  Authority  and the Company (the "Loan  Agreement"),  the  Authority
issued the  Authority  Bonds  under and  pursuant  to the  Authority  Indenture.
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 Authority Bonds pursuant to
the Policies.

         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
Authority  Bonds  shall have been fully or  partially  paid  (other  than by the
application  of the proceeds of any payment by the Insurer under the  Policies),
as the case may be,  or there  shall  have  been  deposited  with the  Authority

                                       5

<PAGE>

Trustee  pursuant to the Authority  Indenture trust funds  sufficient under such
indenture  to fully or  partially  pay,  as the case may be,  the  corresponding
amount then due of principal of and/or  interest on the  Authority  Bonds (other
than by the  application of the proceeds of any payment by the Insurer under the
Policies).  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  Authority  Bonds under the
Policies.

         Upon payment of the  principal  of and  interest  due on the  Authority
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 Authority  Indenture  (other than by the application of the
proceeds of any payment by the Insurer  under the  Policies),  the bonds of this
series in a principal amount equal to the principal amount of Authority 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.

         The bonds of this series are subject to mandatory redemption,  in whole
or in part,  as the case may be,  on each date  that  Authority  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 Authority  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  hereof  may  be  declared  or  may  become  due  on the
conditions,  in the manner and at the time set forth in the Indenture,  upon the
occurrence of an Event of Default as in the Indenture provided.

         No  recourse  shall  be had  for the  payment  of the  principal  of or
premium, or interest if any, on this bond, or any part thereof, or for any claim
based  thereon  or  otherwise  in  respect  thereof,   or  of  the  indebtedness
represented  thereby,  or upon any  obligation,  covenant or agreement under the
Indenture, against any incorporator,  stockholder, officer or director, as such,
past,  present  or future of the  Company  or of any  predecessor  or  successor
corporation,  either  directly  or  through  the  Company  or a  predecessor  or
successor  corporation,  whether  by  virtue  of any  Constitutional  provision,
statute or rule of law, or by the  enforcement  of any  assessment or penalty or
otherwise,  all such  liability  of  incorporators,  stockholders,  officers and
directors  being  released by the  registered  owner hereof by the acceptance of
this bond and being likewise waived and released by the terms of the Indenture.

         The bonds of this series are issuable only as registered  bonds without
coupons in denominations of $1,000 and authorized multiples thereof.  This bond,
subject to the  limitations  with regard thereto in the Authority  Indenture and
herein,  is transferable as prescribed in the Indenture by the registered  owner
hereof, 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, New York or in the
City of Akron,  Ohio, upon surrender and cancellation of this bond and thereupon

                                       6

<PAGE>

a new registered  bond or bonds of the same series for a like principal  amount,
in  authorized  denominations,  will be issued  to the  transferee  in  exchange
therefor,  as provided in the Indenture,  and upon payment, if the Company shall
require it, of the  transfer  charges  therein  prescribed.  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.  Bonds of this
series  shall be  exchangeable  at said  offices or  agencies of the Company for
registered  bonds of other  authorized  denominations  having the same aggregate
principal  amount,  in the  manner  and upon the  conditions  prescribed  in the
Indenture.


                   [END OF FORM OF BOND OF 2003 PLEDGE SERIES]

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 has 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 2003 Pledge Series and
establishing   the  form,  terms  and  provisions   thereof,   as  provided  and
contemplated by sections  2.01(a) and 3.01(b) of the Indenture,  and the Company
has requested  and hereby  requests the Trustee to join in the execution of this
Supplemental Indenture;

         NOW,  THEREFORE,  IT IS HEREBY COVENANTED,  DECLARED AND AGREED, by and
between  the  Company  and the  Trustee,  that all such bonds of the 2003 Pledge
Series  are  to  be  issued,   authenticated  and  delivered,  subject  to  this
Supplemental  Indenture,  and to the  further  covenants,  conditions,  uses and
trusts in the  Indenture set forth,  and the parties  hereto  mutually  agree as
follows:

         SECTION 1. Bonds of the 2003 Pledge Series shall mature on the date set
forth in the form of bond  hereinbefore set forth and, subject to the provisions
of said  form,  shall bear  interest  at the rate from time to time borne by the
Authority Bonds; provided,  however, that in no event shall the rate of interest
borne by any bonds of the 2003 Pledge Series exceed 14% per annum. Such interest
shall be  payable as set forth in said form of bond of the 2003  Pledge  Series,
and such bonds of said series shall be designated as  hereinbefore in the fourth
Whereas clause set forth.  Both principal of and interest on said bonds shall be
payable,  to the extent  specified in the form of bond hereinabove set forth, in
any coin or  currency  of the  United  States  of  America  which at the time of
payment is a coin or  currency in which the  Authority  Bonds are payable and is
legal  tender  for the  payment of public and  private  debts,  at the office or
agency of the Company in the  Borough of  Manhattan,  The City of New York,  New
York or in the City of  Akron,  Ohio.  Definitive  bonds of said  series  may be
issued,  originally or otherwise,  only as registered bonds without coupons; and
they and the Trustee's  certificate of authentication  shall be substantially in
the form hereinbefore recited.

                                       7

<PAGE>

         Definitive bonds of the 2003 Pledge Series may be issued, originally or
otherwise,  only  as  registered  bonds,  substantially  in  the  form  of  bond
hereinabove  recited,  and in denominations  of $1,000 and authorized  multiples
thereof.  Delivery  of a bond of the  2003  Pledge  Series  to the  Trustee  for
authentication  shall be conclusive  evidence that the multiple  thereof and its
serial number has been duly approved by the Company.

         The bonds of the 2003 Pledge  Series shall be redeemable as provided in
the form of bond  hereinabove set forth, and such provisions are incorporated at
this place as though set forth in their entirety.

         Except as provided in this  Section 1, bonds of the 2003 Pledge  Series
shall be dated and bear  interest as provided in Section 3.03 of the  Indenture;
provided,  however, that, notwithstanding any provision of said Section 3.03, so
long as there is no  existing  default in the payment of interest on said bonds,
any bond of the 2003  Pledge  Series  authenticated  by the  Trustee  between an
Interest Payment Date (as defined in the form of bond hereinabove set forth) for
bonds of such  series  and the Record  Date (as  defined in the form of the Bond
hereinabove  set forth) for such Interest  Payment Date shall bear interest from
such Interest Payment Date and the holder of any such bond shall not be entitled
to payment of interest  on such  Interest  Payment  Date and shall have no claim
against the Company with respect thereto.

         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, New York 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 of such series  hereinabove
recited.

         The  person  in  whose  name  any bond of the  2003  Pledge  Series  is
registered  at the close of  business  on any Record  Date for such  series with
respect to any  Interest  Payment  Date for such  series  shall be  entitled  to
receive the interest payable on such Interest Payment Date  notwithstanding  the
cancellation  of such  registered  bond upon any  transfer or  exchange  thereof
subsequent to the Record Date and prior to such Interest Payment Date, except if
and to the extent the Company  shall  default in the payment of the interest due
on such Interest  Payment Date, in which case such  defaulted  interest shall be
paid to the  person  in whose  name  such  bond  (or any  bond or bonds  issued,
directly or after  intermediate  transactions,  upon  transfer or exchange or in
substitution thereof) is registered on a subsequent record date for such payment
established as provided in Section 3.07 of the Indenture.

         Notices  and  demands to or upon the Company in respect of the bonds of
the 2003 Pledge  Series,  this  Supplemental  Indenture and the Indenture may be
served at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan,  The City of New York,  New York and in the City of Akron,
Ohio.

         SECTION  2. As more  fully set  forth in the  respective  form  thereof
hereinabove  recited,  the Company's obligation to make payments with respect to
the principal of and/or  interest on any bond of the 2003 Pledge 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

                                       8

<PAGE>

and/or  interest  then  due on the  Authority  Bond  shall  have  been  fully or
partially paid (other than by the  application of the proceeds of any payment by
the Insurer  under the  Policies),  as the case may be, or there shall have been
deposited with the Authority  Trustee pursuant to the Authority  Indenture trust
funds sufficient under such indenture to fully or partially pay, as the case may
be, the  corresponding  amount then due of principal  of and/or  interest on the
Authority Bonds (other than by the application of the proceeds of any payment by
the Insurer under the Policies). 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 the 2003 Pledge
Series only to the extent that the  Insurer has made a payment  with  respect to
the Authority Bonds under the Policies.

         Upon payment of the  principal  of and  interest  due on the  Authority
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 Authority  Indenture  (other than by the application of the
proceeds of any payment by the Insurer  under the  Policies),  bonds of the 2003
Pledge  Series  in a  principal  amount  equal to the  principal  amount  of the
Authority  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 the 2003 Pledge Series
shall be surrendered to and cancelled by the Trustee. From and after the date on
which the Release Test (as defined in the Insurance Agreement) is satisfied (the
"Release Date"), the bonds of the 2003 Pledge 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 the 2003 Pledge Series shall be
surrendered to and canceled by the Trustee.

         The Trustee may conclusively presume that the obligation of the Company
to pay the principal  of, and  interest,  if any on the bonds of the 2003 Pledge
Series as the same shall become due and payable shall have been fully  satisfied
and discharged  unless and until it shall have received  written notice from the
Insurer,  signed by an authorized  officer thereof,  stating that the Insurer is
exercising its rights under the Insurance Agreement with respect to the bonds of
the 2003 Pledge Series.

         SECTION 3. 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  in any  manner  whatsoever  for or in  respect of the
validity or sufficiency of this  Supplemental  Indenture or for or in respect of
the  recitals   herein  or  in  the  respective   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 4. The  principal  amount of bonds of 2003 Pledge  Series which
may be  authenticated  and  delivered  hereunder  is  limited  to the  aggregate
principal amount of Fifty Million Dollars ($50,000,000).

         Bonds of the 2003 Pledge  Series in the aggregate  principal  amount of
Fifty Million Dollars  ($50,000,000) may at any time subsequent to the execution
hereof be  executed by the  Company  and  delivered  to the Trustee and shall be

                                       9

<PAGE>

authenticated by the Trustee and delivered (either before or after the recording
hereof) pursuant to a Company Order referred to in Section 4.01 of the Indenture
and upon receipt by the Trustee of the opinions and other documents  required by
Sections 4.01 and 4.02 of the Indenture.

         SECTION 5. The  consideration  for the bonds of the 2003 Pledge  Series
shall be the issuance by the Insurer of the Policies  pursuant to the  Insurance
Agreement.

         SECTION  6.  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. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Original Indenture.

         SECTION 7. 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 and this Supplemental 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 8. 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,  party of the first  part
hereto,  and THE BANK OF NEW YORK, party of the second part hereto,  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:
                                             ----------------------------------
                                                 Richard H. Marsh,
                                                 Senior Vice President
                                                 and Chief Financial Officer




 [Seal]


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

Signed, Sealed and Acknowledged on behalf of

OHIO EDISON COMPANY in the presence of:


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


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

                                       11

<PAGE>


                                          THE BANK OF NEW YORK,
                                               as Trustee



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


 [Seal]



Attest:
       --------------------------------------------
Name:  Margaret Ciesmelewski
Title: Vice President



Signed, Sealed and Acknowledged on behalf of

THE BANK OF NEW YORK in the presence of:

-----------------------------
Name:  Barbara Bevelaqua

-----------------------------
Name:  James Logan

                                       12

<PAGE>


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

         On the 3rd day of February in the year 2003 before me, the undersigned,
personally appeared Richard H. Marsh and Edward J. Udovich,  personally known to
me or proved to me on the basis of  satisfactory  evidence to be the individuals
whose names are subscribed to the within  instrument and acknowledged to me that
they executed the same in their  capacity,  and that by their  signatures on the
instrument, the individuals,  or the person upon behalf of which the individuals
acted, executed the instrument.


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

[SEAL]

                                       13

<PAGE>


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

On the  3rd day of  February  in the  year  2003  before  me,  the  undersigned,
personally  appeared Patricia  Gallagher and 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 instrument.





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

[SEAL]

                                       14

<PAGE>


         The Bank of New York hereby certifies that its precise name and address
as Trustee hereunder are:

         The Bank of New York

         101 Barclay Street

         City, County and State of New York 10286



                                          THE BANK OF NEW YORK





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



This instrument was prepared by FirstEnergy Corp.

                                       15