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                            THE TOLEDO EDISON COMPANY

                                       TO

                               JPMORGAN CHASE BANK

                  (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK)

                                                 Trustee.


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


                       Fifty-third Supplemental Indenture
                            Dated as of April 1, 2003


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


                     (Supplemental to Indenture of Mortgage
                  and Deed of Trust dated as of April 1, 1947)


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


             First Mortgage Bonds, Pledge Series A of 2003 due 2024
             First Mortgage Bonds, Pledge Series B of 2003 due 2024





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<PAGE>

         FIFTY-THIRD SUPPLEMENTAL INDENTURE,  dated as of April 1, 2003, between
THE TOLEDO EDISON COMPANY,  a corporation  organized and existing under the laws
of the State of Ohio (hereinafter called the "Company"), and JPMORGAN CHASE BANK
(formerly known as 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)  forty-one 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 four Supplemental Indentures dated as follows: Forty-eighth, June
1, 1998,  Forty-ninth,  January 15, 2000, Fiftieth, May 1, 2000 and Fifty-first,
September 1, 2000 supplementary to the Original Indenture; and

         The Chase  Manhattan  Bank  changed its name to JPMorgan  Chase Bank on
November 10, 2001; and

         The Company has  heretofore  executed and  delivered to JPMorgan  Chase
Bank the  Fifty-second  Supplemental  Indenture  dated  as of  October  1,  2002
supplementary  to the  Original  Indenture  (the  Original  Indenture,  all  the
aforementioned  Supplemental Indentures, this Fifty-third Supplemental Indenture
and any other  indentures  supplemental  to the  Original  Indenture  are herein
collectively called the "Indenture" and this Fifty-third  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 two new series of First  Mortgage Bonds
to be  designated  as First  Mortgage  Bonds,  Pledge  Series A of 2003 due 2024
(hereinafter  called the  "Bonds of 2003  Pledge  Series A") and First  Mortgage
Bonds,  Pledge Series B of 2003 due 2024 (hereinafter  called the "Bonds of 2003
Pledge  Series  B," and  together  with the Bonds of 2003  Pledge  Series A, the
"Bonds of 2003  Pledge  Series")  with the  respective  denominations,  rates of
interest,  dates of maturity,  redemption  provisions  and other  provisions and
agreements in respect thereof as in this Supplemental Indenture set forth; and

         The Bonds of 2003  Pledge  Series are to be issued by the  Company  and
delivered to Fifth Third Bank, as trustee for  $33,200,000  aggregate  principal
amount of the State of Ohio Pollution  Control Revenue  Refunding Bonds,  Series
2000-A (The Toledo Edison Company Project) (the "Water Bonds") previously issued
by the Ohio Water Development  Authority (the "Water  Authority") and as trustee
for  $34,100,000  aggregate  principal  amount  of the  State of Ohio  Pollution
Control  Revenue  Refunding  Bonds,  Series  2000-A (The Toledo  Edison  Company
Project)  (the "Air Bonds," and together  with the Water Bonds,  the  "Authority

                                       2

<PAGE>

Bonds")  previously  issued by the Ohio Air Quality  Development  Authority (the
"Air  Authority"),  in each case,  to secure the  payment  of  principal  of and
interest on the  corresponding  note of the Company  held by that  trustee  with
respect to, and for the benefit of the holders of, the  corresponding  series of
Authority Bonds; 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 2003  Pledge  Series  and of  specifying  the
respective  forms,  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 2003 Pledge  Series the
protection and security of the Indenture; and

         The text of the Bonds of 2003 Pledge Series is to be  substantially  in
the following forms:

             [FORM OF FULLY REGISTERED BOND OF 2003 PLEDGE SERIES A]

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   THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE TRUST
    INDENTURE, DATED AS OF APRIL 1, 2000, BETWEEN THE OHIO WATER DEVELOPMENT
      AUTHORITY AND FIFTH THIRD BANK, AS TRUSTEE, OR IN CONNECTION WITH THE
                   EXERCISE OF THE RIGHTS AND REMEDIES OF THE
                         HOLDER HEREOF CONSEQUENT UPON A
                      "DEFAULT" AS DEFINED IN THE INDENTURE
                               REFERRED TO HEREIN.
--------------------------------------------------------------------------------

                            THE TOLEDO EDISON COMPANY

              FIRST MORTGAGE BOND, PLEDGE SERIES A OF 2003 DUE 2024

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  ($_________) or the aggregate unpaid principal
amount  hereof,  whichever is less, on April 1, 2024, 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 from the  Initial  Interest  Accrual  Date  (hereinafter  defined) at the
Authority Bond Interest Rate (hereinafter defined) per annum payable on the same
date  immediately  succeeding the Initial  Interest  Accrual Date as interest is
payable on the Authority Bonds (hereinafter defined) whether at maturity or upon
acceleration  of such Authority  Bonds (each such date herein  referred to as an
"interest payment date") on and until maturity,  or, in the case of any Bonds of
this Series duly called for redemption,  on and until the redemption date, or in
the case of any default by the Company in the  payment of the  principal  due on
any Bonds of this Series,  until the  Company's  obligation  with respect to the
payment of the  principal  shall be  discharged  as  provided  in the  Indenture
(hereinafter defined).  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.  The amount of interest


                                       4

<PAGE>

payable on each interest payment date shall be computed on the same basis as the
corresponding amount is computed on the Authority 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.

         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  (JPMorgan  Chase  Bank  (formerly  known as The  Chase
Manhattan Bank), successor), as Trustee (hereinafter called the "Trustee"),  and
by  certain   indentures   supplemental   thereto,   including  the  Fifty-third
Supplemental  Indenture  dated as of April 1, 2003 (the  Original  Indenture and
said indentures  supplemental thereto herein collectively called the "Indenture"
and said Fifty-third 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 A of 2003 due 2024,  of the  Company  (herein  called the

                                       4

<PAGE>

"Bonds of this Series") limited,  except as otherwise provided in the Indenture,
in aggregate principal amount to $33,200,000, and is issued under and secured by
the Supplemental Indenture.

         The Bonds of this Series have been issued by the Company to Fifth Third
Bank,  as trustee (such  trustee and any  successor  trustee  being  hereinafter
referred to as the "Authority Bond Trustee") for $33,200,000 aggregate principal
amount of the State of Ohio Pollution  Control Revenue  Refunding Bonds,  Series
2000-A (The Toledo Edison  Company  Project) (the  "Authority  Bonds") issued on
behalf of the Company by the Ohio Water Development  Authority (the "Authority")
and under the Trust  Indenture,  dated as of April 1, 2000 (the  "Authority Bond
Indenture"),  between the Authority and the Authority Bond Trustee to secure the
payment of the  principal of and interest on the note of the Company held by the
Authority  Bond  Trustee with respect to, and for the benefit of the holders of,
the Authority Bonds.

         The Bonds of this Series shall be redeemed in whole,  by payment of the
principal  amount  thereof plus accrued  interest  thereon,  if any, to the date
fixed for  redemption,  upon receipt by the Trustee of a written advice from the
Authority  Bond Trustee  stating that the principal  amount of all the Authority
Bonds then outstanding  under the Authority Bond Indenture has been declared due
and payable  pursuant to the  provisions of Section 11.02 of the Authority  Bond
Indenture,  specifying  the date of the  accelerated  maturity of such Authority
Bonds and the date from which  interest on the Authority  Bonds issued under the
Authority Bond Indenture has then accrued and is unpaid  (specifying the rate or
rates of such accrual and the principal amount of the particular Authority Bonds
to which such rates apply),  stating such  declaration  of maturity has not been
annulled  and  demanding  payment of the  principal  amount  hereof plus accrued
interest hereon to the date fixed for such  redemption.  The date fixed for such
redemption shall not be earlier than the date specified in the aforesaid written
advice as the date of the  accelerated  maturity  of the  Authority  Bonds  then
outstanding  under the Authority  Bond Indenture and not later than the 45th day
after  receipt by the  Trustee of such  advice,  unless such 45th day is earlier
than such date of accelerated maturity. The date fixed for such redemption shall
be specified in a notice of  redemption  to be given not less than 30 days prior
to the date so  fixed  for such  redemption.  Upon  mailing  of such  notice  of
redemption,  the date from which unpaid interest on the Authority Bonds has then
accrued (as  specified by the Authority  Bond Trustee)  shall become the initial
interest accrual date (the "Initial  Interest Accrual Date") with respect to the
Bonds of this  Series;  provided,  however,  on any  demand  for  payment of the
principal  amount  hereof  at  maturity  as a  result  of the  principal  of the
Authority  Bonds  becoming due and payable on the maturity  date of the Bonds of
this Series, the earliest date from which unpaid interest on the Authority Bonds
has then accrued shall become the Initial  Interest Accrual Date with respect to
the Bonds of this Series,  which date,  together with each other  different date
from which unpaid  interest on the Authority  Bonds has then  accrued,  shall be
specified in a written notice from the Authority Bond Trustee to the Trustee, in
which  notice  shall also be  specified  for each such date the rate or rates of
such accrual and the principal amount of the particular Authority Bonds to which
such rate or rates apply. The  aforementioned  notice of redemption shall become
null and void for all purposes under the Indenture, (including the fixing of the
Initial  Interest  Accrual  Date with  respect to the Bonds of this Series) upon
receipt by the Trustee of written  notice from the Authority Bond Trustee of the
annulment  of the  acceleration  of the  maturity  of the  Authority  Bonds then
outstanding  under  the  Authority  Bond  Indenture  and the  rescission  of the
aforesaid  written advice prior to the redemption  date specified in such notice
of  redemption,  and  thereupon no redemption of the Bonds of this Series and no

                                       5

<PAGE>

payment in respect  thereof as specified in such notice of  redemption  shall be
effected or required.  But no such  rescission  shall  extend to any  subsequent
written advice from the Authority Bond Trustee or impair any right consequent on
such subsequent written advice.

         Bonds  of this  Series  are not  otherwise  redeemable  prior  to their
maturity.

         The  "Authority  Bond Interest Rate" shall be the rate of interest that
results in the total amount of interest  payable on an interest  payment date, a
redemption  date or at  maturity,  as the  case  may be,  or at any  other  time
interest  on this Bond is due and  payable,  to be equal to the total  amount of
unpaid interest that has accrued on all then outstanding Authority Bonds.

         The Bonds of this Series are not transferable except (i) to a successor
trustee  under the  Authority  Bond  Indenture  or (ii) in  connection  with the
exercise  of the rights and  remedies  of the holder  hereof  consequent  upon a
default, as defined in the Indenture.

         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  Bond  Indenture,  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.  The  Trustee  may rely on a  certificate  of the  Company to this
effect.

         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.

                                       6
<PAGE>

         This Bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by
JPMorgan Chase 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



                [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.

                                          JPMORGAN CHASE BANK,
                                             AS TRUSTEE


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



                  [END OF FORM OF BOND OF 2003 PLEDGE SERIES A]

                                       7

<PAGE>


             [FORM OF FULLY REGISTERED BOND OF 2003 PLEDGE SERIES B]

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

   THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE TRUST
       INDENTURE, DATED AS OF APRIL 1, 2000, BETWEEN THE OHIO AIR QUALITY
    DEVELOPMENT AUTHORITY AND FIFTH THIRD BANK, AS TRUSTEE, OR IN CONNECTION
        WITH THE EXERCISE OF THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF
   CONSEQUENT UPON A "DEFAULT" AS DEFINED IN THE INDENTURE REFERRED TO HEREIN.
--------------------------------------------------------------------------------


                            THE TOLEDO EDISON COMPANY

              FIRST MORTGAGE BOND, PLEDGE SERIES B OF 2003 DUE 2024

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  ($_________) or the aggregate unpaid principal
amount  hereof,  whichever is less, on April 1, 2024, 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 from the  Initial  Interest  Accrual  Date  (hereinafter  defined) at the
Authority Bond Interest Rate (hereinafter defined) per annum payable on the same
date  immediately  succeeding the Initial  Interest  Accrual Date as interest is
payable on the Authority Bonds (hereinafter defined) whether at maturity or upon
acceleration  of such Authority  Bonds (each such date herein  referred to as an
"interest payment date") on and until maturity,  or, in the case of any Bonds of
this Series duly called for redemption,  on and until the redemption date, or in
the case of any default by the Company in the  payment of the  principal  due on
any Bonds of this Series,  until the  Company's  obligation  with respect to the
payment of the  principal  shall be  discharged  as  provided  in the  Indenture
(hereinafter defined).  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.  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 Authority 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.

         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  (JPMorgan  Chase  Bank  (formerly  known as The  Chase

                                       8

<PAGE>

Manhattan Bank), successor), as Trustee (hereinafter called the "Trustee"),  and
by  certain   indentures   supplemental   thereto,   including  the  Fifty-third
Supplemental  Indenture  dated as of April 1, 2003 (the  Original  Indenture and
said indentures  supplemental thereto herein collectively called the "Indenture"
and said Fifty-third 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 B of 2003 due 2024,  of the  Company  (herein  called the
"Bonds of this Series") limited,  except as otherwise provided in the Indenture,
in aggregate principal amount to $34,100,000, and is issued under and secured by
the Supplemental Indenture.

         The Bonds of this Series have been issued by the Company to Fifth Third
Bank,  as trustee (such  trustee and any  successor  trustee  being  hereinafter
referred to as the "Authority Bond Trustee") for $34,100,000 aggregate principal
amount of the State of Ohio Pollution  Control Revenue  Refunding Bonds,  Series
2000-A (The Toledo Edison  Company  Project) (the  "Authority  Bonds") issued on
behalf  of the  Company  by the  Ohio Air  Quality  Development  Authority  (the
"Authority")  and  under  the  Trust  Indenture,  dated as of April 1, 2000 (the
"Authority  Bond  Indenture"),  between the  Authority  and the  Authority  Bond
Trustee to secure the payment of the  principal  of and  interest on the note of
the Company  held by the  Authority  Bond  Trustee  with respect to, and for the
benefit of the holders of, the Authority Bonds.

         The Bonds of this Series shall be redeemed in whole,  by payment of the
principal  amount  thereof plus accrued  interest  thereon,  if any, to the date

                                       9

<PAGE>

fixed for  redemption,  upon receipt by the Trustee of a written advice from the
Authority  Bond Trustee  stating that the principal  amount of all the Authority
Bonds then outstanding  under the Authority Bond Indenture has been declared due
and payable  pursuant to the  provisions of Section 11.02 of the Authority  Bond
Indenture,  specifying  the date of the  accelerated  maturity of such Authority
Bonds and the date from which  interest on the Authority  Bonds issued under the
Authority Bond Indenture has then accrued and is unpaid  (specifying the rate or
rates of such accrual and the principal amount of the particular Authority Bonds
to which such rates apply),  stating such  declaration  of maturity has not been
annulled  and  demanding  payment of the  principal  amount  hereof plus accrued
interest hereon to the date fixed for such  redemption.  The date fixed for such
redemption shall not be earlier than the date specified in the aforesaid written
advice as the date of the  accelerated  maturity  of the  Authority  Bonds  then
outstanding  under the Authority  Bond Indenture and not later than the 45th day
after  receipt by the  Trustee of such  advice,  unless such 45th day is earlier
than such date of accelerated maturity. The date fixed for such redemption shall
be specified in a notice of  redemption  to be given not less than 30 days prior
to the date so  fixed  for such  redemption.  Upon  mailing  of such  notice  of
redemption,  the date from which unpaid interest on the Authority Bonds has then
accrued (as  specified by the Authority  Bond Trustee)  shall become the initial
interest accrual date (the "Initial  Interest Accrual Date") with respect to the
Bonds of this  Series;  provided,  however,  on any  demand  for  payment of the
principal  amount  hereof  at  maturity  as a  result  of the  principal  of the
Authority  Bonds  becoming due and payable on the maturity  date of the Bonds of
this Series, the earliest date from which unpaid interest on the Authority Bonds
has then accrued shall become the Initial  Interest Accrual Date with respect to
the Bonds of this Series,  which date,  together with each other  different date
from which unpaid  interest on the Authority  Bonds has then  accrued,  shall be
specified in a written notice from the Authority Bond Trustee to the Trustee, in
which  notice  shall also be  specified  for each such date the rate or rates of
such accrual and the principal amount of the particular Authority Bonds to which
such rate or rates apply. The  aforementioned  notice of redemption shall become
null and void for all purposes under the Indenture, (including the fixing of the
Initial  Interest  Accrual  Date with  respect to the Bonds of this Series) upon
receipt by the Trustee of written  notice from the Authority Bond Trustee of the
annulment  of the  acceleration  of the  maturity  of the  Authority  Bonds then
outstanding  under  the  Authority  Bond  Indenture  and the  rescission  of the
aforesaid  written advice prior to the redemption  date specified in such notice
of  redemption,  and  thereupon no redemption of the Bonds of this Series and no
payment in respect  thereof as specified in such notice of  redemption  shall be
effected or required.  But no such  rescission  shall  extend to any  subsequent
written advice from the Authority Bond Trustee or impair any right consequent on
such subsequent written advice.

         Bonds  of this  Series  are not  otherwise  redeemable  prior  to their
maturity.

         The  "Authority  Bond Interest Rate" shall be the rate of interest that
results in the total amount of interest  payable on an interest  payment date, a
redemption  date or at  maturity,  as the  case  may be,  or at any  other  time
interest  on this Bond is due and  payable,  to be equal to the total  amount of
unpaid interest that has accrued on all then outstanding Authority Bonds.

         The Bonds of this Series are not transferable except (i) to a successor
trustee  under the  Authority  Bond  Indenture  or (ii) in  connection  with the
exercise  of the rights and  remedies  of the holder  hereof  consequent  upon a
default, as defined in the Indenture.

                                       10
<PAGE>

         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  Bond  Indenture,  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.  The  Trustee  may rely on a  certificate  of the  Company to this
effect.

         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
JPMorgan Chase Bank or its successor, as Trustee under the Indenture.

                                       11

<PAGE>


         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



                [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.

                                          JPMORGAN CHASE BANK,
                                             AS TRUSTEE


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



                  [END OF FORM OF BOND OF 2003 PLEDGE SERIES B]




         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 2003 Pledge  Series,  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

                                       12

<PAGE>

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 2003 PLEDGE SERIES A

         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 A of 2003 due 2024" (such bonds herein  referred to as the "Bonds of 2003
Pledge  Series  A").  The Bonds of 2003  Pledge  Series A shall be limited to an
aggregate  principal  amount of  $33,200,000.  The Bonds of 2003 Pledge Series A
shall be substantially in the form hereinbefore recited.

         SECTION 2. The  principal of all Bonds of 2003 Pledge Series A shall be
payable on April 1, 2024, unless earlier redeemed,  and shall bear interest from
the  Initial  Interest  Accrual  Date as provided in the form of the bond of the
2003 Pledge Series A hereinabove set forth, and such provisions are incorporated
at this  place as though  set forth in their  entirety.  The  interest  rate and
maturity  date of the Bonds of 2003 Pledge Series A shall be as set forth in the
form of bond of the 2003 Pledge  Series A hereinabove  set forth.  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 Water  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 2003  Pledge
Series A outstanding from time to time.

         SECTION  3. The Bonds of 2003  Pledge  Series A shall be  payable as to
principal  and interest at the office or agency of the Company in the Borough of
Manhattan, The City of New York or in the City of Akron, 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 2003  Pledge  Series A 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 2003 Pledge  Series A
shall be  transferable  only to a successor to the Fifth Third Bank,  as trustee
for the Water  Bonds 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 2003  Pledge  Series  A 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 2003 Pledge  Series A, shall be fully or partially  satisfied as
stated  in the  form of the  Bonds  of the 2003  Pledge  Series  A  hereinbefore
recited.

                                       13

<PAGE>

         SECTION 7. The Bonds of 2003  Pledge  Series A 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 2003  Pledge  Series A 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 2003
Pledge Series A hereinbefore recited.


                                   Article II

            CREATION AND DESCRIPTION OF BONDS OF 2003 PLEDGE SERIES B

         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 B of 2003 due 2024" (such bonds herein  referred to as the "Bonds of 2003
Pledge  Series  B").  The Bonds of 2003  Pledge  Series B shall be limited to an
aggregate  principal  amount of  $34,100,000.  The Bonds of 2003 Pledge Series B
shall be substantially in the form hereinbefore recited.

         SECTION 2. The  principal of all Bonds of 2003 Pledge Series B shall be
payable on April 1, 2024, unless earlier redeemed,  and shall bear interest from
the  Initial  Interest  Accrual  Date as provided in the form of the bond of the
2003 Pledge Series B hereinabove set forth, and such provisions are incorporated
at this  place as though  set forth in their  entirety.  The  interest  rate and
maturity  date of the Bonds of 2003 Pledge Series B shall be as set forth in the
form of bond of the 2003 Pledge  Series B hereinabove  set forth.  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 Air  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 2003  Pledge
Series B outstanding from time to time.

         SECTION  3. The Bonds of 2003  Pledge  Series B shall be  payable as to
principal  and interest at the office or agency of the Company in the Borough of
Manhattan, The City of New York or in the City of Akron, 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 2003  Pledge  Series B 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 2003 Pledge  Series B

                                       14

<PAGE>

shall be  transferable  only to a successor to the Fifth Third Bank,  as trustee
for the Air Bonds 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 2003  Pledge  Series  B 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 2003 Pledge  Series B, shall be fully or partially  satisfied as
stated  in the  form of the  Bonds  of the 2003  Pledge  Series  B  hereinbefore
recited.

         SECTION 7. The Bonds of 2003  Pledge  Series B 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 2003  Pledge  Series B 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 2003
Pledge Series B hereinbefore recited.


                                  Article III

                                   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 Authority Bond Trustee as to the interest rate of, interest payment dates of
and basis on which interest is computed for, the respective  Authority Bonds and
with respect to payments under the respective  Authority Bonds, 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  Authority  Bond  Trustee  shall  mean  a  written
certificate  executed by the  president,  any vice  president or any  authorized
officer of such Authority Bond Trustee.

                                       15

<PAGE>

                                   Article IV

                            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.

         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 JPMorgan Chase 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.

                                       16

<PAGE>


                                    THE TOLEDO EDISON COMPANY


                                    By
                                       -----------------------------------------
                                         Richard H. Marsh, Senior Vice President
                                         and Chief Financial Officer



[SEAL]


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


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


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


         ------------------------------------------------
         Amit D. Patel


         As witnesses



<PAGE>



                                          JPMORGAN CHASE BANK,
                                             AS TRUSTEE


                                          By
                                             -----------------------------------
                                               Carol Ng, Vice President



         Attest:
                 -----------------------------------
                  ____________________, Trust Officer


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


         --------------------------------------------                    [SEAL]
         Print Name:


         --------------------------------------------
         Print Name:


         As witnesses


<PAGE>


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


         On this 17th day of April, 2003, before me personally  appeared Richard
H.  Marsh  and  David W.  Whitehead  to me  personally  known,  who  being by me
severally  duly sworn,  did say that they are a Senior Vice  President and Chief
Financial  Officer  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 December 9, 2006


<PAGE>


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


         On this 17th day of April, 2003, before me personally appeared Carol Ng
and  _____________ to me personally known, who being by me severally duly sworn,
did say that they are a Vice  President and a Trust  Officer,  respectively,  of
JPMorgan  Chase 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]                                        __________________________ [Seal]
                                                     Notary ublic


This instrument was prepared by:

   FirstEnergy Corp.
   76 South Main Street
   Akron, Ohio 44308