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                               OHIO EDISON COMPANY

                                      with

                              THE BANK OF NEW YORK,
                                               As Trustee

                                   ----------


                          EIGHTH SUPPLEMENTAL INDENTURE


                        Providing among other things for

                                 MORTGAGE BONDS

                     Floating Rate Series A of 2003 due 2003

                                    ---------



                           Dated as of August 1, 2003





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<PAGE>

         SUPPLEMENTAL INDENTURE,  dated as of August 1, 2003 between OHIO EDISON
COMPANY,  a corporation  organized  and existing  under the laws of the State of
Ohio  (hereinafter  called the  "Company")  and THE BANK OF NEW YORK,  a banking
corporation  organized and existing  under the laws of the State of New York, as
Trustee under the Indenture hereinafter referred to.

         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,  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 said Indenture,  which
Indenture as heretofore and hereby  supplemented  is hereinafter  referred to as
the "Indenture"; and

         WHEREAS,  the Company,  by appropriate  corporate  action in conformity
with the terms of the Indenture,  has duly  determined to create a new series of
bonds  under  the  Indenture,  consisting  of up to  $450,000,000  in  aggregate
principal  amount to be designated as "Mortgage  Bonds Floating Rate Series A of
2003 due 2003" (hereinafter sometimes referred to as the "bonds of Floating Rate
Series A"),  which shall bear interest at the rate per annum set forth in, shall
be subject to certain  redemption  rights and obligations set forth in, and will
otherwise be in the form and have the terms and provisions  provided for in this
Supplemental Indenture and set forth in the form of such bonds below:


<PAGE>


                    [FORM OF BOND OF FLOATING RATE SERIES A]

         "THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED (THE "SECURITIES  ACT"). THE HOLDER HEREOF,  BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF OHIO EDISON COMPANY (THE "COMPANY")THAT THIS
SECURITY MAY NOT BE RESOLD,  PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A) (1)
TO THE COMPANY,  (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE  SECURITIES  ACT, (3) SO LONG AS THIS SECURITY IS
ELIGIBLE  FOR  RESALE  PURSUANT  TO RULE 144A  UNDER THE  SECURITIES  ACT ("RULE
144A"),  TO A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES  IS  A  QUALIFIED
INSTITUTIONAL  BUYER  WITHIN  THE  MEANING OF RULE 144A  PURCHASING  FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE  RESALE,  PLEDGE OR OTHER  TRANSFER  IS BEING MADE IN RELIANCE ON
RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE
OF TRANSFER ON THE REVERSE OF THIS SECURITY),  (4) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE  WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (AS INDICATED
BY THE BOX  CHECKED BY THE  TRANSFEROR  ON THE  CERTIFICATE  OF  TRANSFER ON THE
REVERSE  OF  THIS  SECURITY),  (5)  TO AN  INSTITUTION  THAT  IS AN  "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
(AS  INDICATED  BY THE BOX  CHECKED  BY THE  TRANSFEROR  ON THE  CERTIFICATE  OF
TRANSFER ON THE REVERSE OF THIS  SECURITY)  THAT IS ACQUIRING  THIS SECURITY FOR
INVESTMENT  PURPOSES AND NOT FOR  DISTRIBUTION,  AND A  CERTIFICATE  IN THE FORM
ATTACHED TO THIS SECURITY IS DELIVERED BY THE  TRANSFEREE TO THE COMPANY AND THE
TRUSTEE,   (6)  IN  ACCORDANCE  WITH  ANOTHER  APPLICABLE   EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY) OR (7) PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE  WITH ANY
APPLICABLE  SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. AN INSTITUTIONAL
ACCREDITED  INVESTOR HOLDING THIS SECURITY AGREES IT WILL FURNISH TO THE COMPANY
AND THE TRUSTEE SUCH  CERTIFICATES AND OTHER  INFORMATION AS THEY MAY REASONABLY
REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS  SECURITY  COMPLIES  WITH THE
FOREGOING  RESTRICTIONS.   THE  HOLDER  HEREOF,  BY  PURCHASING  THIS  SECURITY,
REPRESENTS  AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION  THAT
IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),  (2), (3) OR (7) UNDER
THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT  PURPOSES
AND NOT FOR  DISTRIBUTION  OR (3) A NON-U.S.  PERSON  OUTSIDE THE UNITED  STATES
WITHIN THE MEANING OF, OR AN ACCOUNT  SATISFYING THE  REQUIREMENTS  OF PARAGRAPH
(k)(2) OF RULE 902 UNDER, REGULATION S UNDER THE SECURITIES ACT."

                                       2

<PAGE>

         "ANY  TRANSFER  OF THIS  SECURITY  IS FURTHER  SUBJECT TO THE  ISSUER'S
RIGHT-OF-FIRST-REFUSAL AS SET FORTH MORE FULLY HEREIN."

                               OHIO EDISON COMPANY

             MORTGAGE BONDS FLOATING RATE SERIES A OF 2003 DUE 2003

                              Due December 31, 2003

$_______________________                                                No._____

Stated Maturity: December 31, 2003     Initial Interest Accrual Date:_____, 2003
---------------                        -----------------------------

Interest Payment Dates: the last day of each Interest Period (as defined herein)
----------------------
and at Stated Maturity.

Regular  Record  Dates:  the Business Day  immediately  preceding  each Interest
----------------------
Payment Date.



         OHIO EDISON  COMPANY,  a corporation of the State of Ohio  (hereinafter
called  the  Company),   for  value   received,   hereby   promises  to  pay  to
___________________________, or registered assigns, ____________________________
dollars at an office or agency of the Company in the Borough of  Manhattan,  The
City of New York,  N.Y. or the City of Akron,  Ohio, on December 31, 2003 in any
coin or currency of the United States of America which at the time of payment is
legal tender for public and private  debts,  and to pay at said office or agency
to the registered owner hereof, in like coin or currency,  interest thereon from
the Initial  Interest  Accrual Date (as listed  above),  or from the most recent
Interest  Payment Date (as listed  above) to which payment has been made or duly
provided  for,  at a rate  per  annum  for  each  Interest  Period  equal to the
Eurodollar  Rate (as defined below) for such Interest Period plus the Applicable
Margin (as defined below),  payable on the applicable  Interest  Payment Date to
the Person in whose name this bond is registered at the close of business on the
Regular Record Date (whether or not a Business Day)  immediately  preceding such
Interest Payment Date, on and until Stated Maturity (as listed above) or, in the
case of any bonds of this series duly  called for  redemption,  on and until the
redemption  date, or in the case of any default by the Company in the payment of
the  principal due on any bonds of this series,  until the Company's  obligation
with respect to the payment of the principal  shall be discharged as provided in
the Indenture  referred to on the reverse  hereof.  Payments of principal of and
interest on this bond shall be made at an office or agency of the Company in the
Borough of Manhattan, The City of New York, N.Y. or in the City of Akron, Ohio.

         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.

                                       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 or her signature
or a facsimile thereof, and its corporate seal to be printed hereon, attested by
its  Corporate  Secretary or an  Assistant  Corporate  Secretary,  by his or her
signature or a facsimile thereof.

         Dated:

                                          OHIO EDISON COMPANY,


                                          By:
                                             -----------------------------
                                             Title:
Attest:


------------------------------
Title:


                 [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

         This  bond  is one of the  bonds  of  the  series  designated  therein,
described in the within-mentioned Indenture.

                                          THE BANK OF NEW YORK,
                                                  as Trustee


                                          By:
                                             -----------------------------------
                                                   Authorized Signatory

                                       4

<PAGE>


                    [FORM OF BOND OF FLOATING RATE SERIES A]


                                    [REVERSE]


                               OHIO EDISON COMPANY


             MORTGAGE BONDS FLOATING RATE SERIES A OF 2003 DUE 2003

         This  bond is one of an  issue of bonds  of the  Company,  issuable  in
series,  and is one of a  series  known  as its  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 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 amended and supplemented by
indentures   supplemental   thereto  to  which   Indenture  as  so  amended  and
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 further  entitled to the  benefits of that
certain  Standby  Bond  Purchase  Agreement,  dated as of  August  1,  2003 (the
"Standby Purchase  Agreement"),  among the Company,  the Purchasers from time to
time parties  thereto  ("Purchasers")  and Barclays Bank PLC, as  administrative
agent (the  "Administrative  Agent")  thereunder,  including without limitation,
certain  representations,  warranties  and  covenants of the Company and certain
Events of Default  thereunder,  to which Standby Purchase Agreement reference is
hereby made.  Pursuant to the terms of the Standby Purchase  Agreement,  certain
rights and  remedies  affecting  the bonds of this  series and the rights of the
holders  thereof may be exercised only by the  Purchasers or the  Administrative
Agent  acting on behalf of the  Purchasers  and not by  holders of bonds of this
series that are not Purchasers.

         Capitalized  terms used and not otherwise defined herein shall have the
meanings  given to them in the Standby  Purchase  Agreement  and, if not defined
therein, in the Indenture.

         Calculation of Interest.  All  computations of interest on the bonds of
this series shall be made by the Administrative  Agent on the basis of a year of
360 days for the actual  number of days  (including  the first day but excluding
the last day) occurring in the relevant Interest Period.  Each  determination by
the  Administrative  Agent of an  interest  rate or the  duration of an Interest
Period  applicable  to the  bonds  of this  series  (or any of  them)  shall  be
conclusive  and  binding  for  all  purposes,   absent   manifest   error.   The
Administrative  Agent has agreed to advise the  Company,  the  Trustee  and each
Purchaser of each interest  rate and the duration of each  Interest  Period from
time to time applicable to the bonds of this series.  The Trustee shall be under
no duty to inquire into, may conclusively  presume the correctness of, and shall
by fully protected in acting upon the Administrative  Agent's calculation of the
Interest Rate.

                                       5

<PAGE>

         Payments. Whenever any payment of principal of or interest on the bonds
of this  series  shall be stated to be due on a day other than a  Business  Day,
such  payment  shall  be made on the  next  succeeding  Business  Day,  and such
extension of time shall in such case be included in the computation of interest;
provided,  however,  if such  extension  would cause  payment of principal of or
interest  on bonds of this  series  to be made in the  next  following  calendar
month, such payment shall be made on the next preceding Business Day.

         Default Interest.  If and for so long as an Event of Default shall have
occurred and be continuing  the unpaid  principal  amount of each Bond shall (to
the fullest extent  permitted by law) bear interest until paid in full at a rate
per  annum  equal at all  times  to a rate  equal  to 2%  above  the  rate  then
applicable to such Bond, payable upon demand.

         Optional Redemption.  The Company may at any time and from time to time
redeem in whole or ratably in part  bonds of this  series  issued as part of the
same Funding at a redemption price equal to the outstanding  principal amount to
be  redeemed  plus  interest  accrued  to the  date  of such  redemption  on the
principal so redeemed plus any amount payable in connection with such redemption
pursuant  to  Section  8.04(b)  of the  Standby  Purchase  Agreement;  provided,
however,  that each  optional  redemption  of bonds of this series shall be in a
principal amount equal to $25,000,000 or any integral  multiple of $1,000,000 in
excess thereof.  Notice of any such optional redemption shall be provided by the
Company  to the  Trustee  and to the  Administrative  Agent  under  the  Standby
Purchase  Agreement  not later  than  11:00  A.M.  (New York  time) on the third
Eurodollar Business Day prior to such redemption.

         Mandatory Redemption.  Upon delivery by the Administrative Agent to the
Trustee of notice that an Event of Default under the Standby Purchase  Agreement
has occurred and is continuing, all of the bonds of this series shall be subject
to immediate  mandatory  redemption  in whole at a price equal to the  aggregate
principal  amount of bonds of this series  outstanding  plus interest accrued on
the bonds of this series to the date of such  redemption plus any amount payable
in connection  with such  redemption  pursuant to Section 8.04(b) of the Standby
Purchase Agreement.

         The bonds of this series are not  otherwise  redeemable  prior to their
maturity

         Notice of Redemption The  Administrative  Agent and each Purchaser have
waived,  and each holder of this bond, by its  acceptance  of this bond,  hereby
also waives any right to receive any notice of redemption from the Trustee prior
to the occurrence of any redemption date for bonds of this series.

         Certain Definitions:  As used herein:

                  "Applicable Margin" means 150 basis points;  provided, that if
         the  Company's   Reference  Ratings  shall  fall  below  BBB-/Baa3  the
         Applicable  Margin will increase to 300 basis  points.  For purposes of
         the foregoing, if the Reference Ratings assigned by Moody's and S&P are
         not comparable  (i.e., a "split rating") by (x) one level, the lower of
         such  Reference  Ratings shall  control or (y) two or more levels,  the
         level  corresponding  to the Reference Rating one level above the lower
         Reference  Rating shall  control  unless either is below BB+ or unrated
         (in the case of S&P) or Ba1 or  unrated  (in the case of  Moody's),  in
         which case the lower of the two Reference  Ratings shall  control.  Any

                                       6

<PAGE>

         change in the  Applicable  Margin will be  effective  as of the date on
         which S&P or  Moody's,  as the case may be,  announces  the  applicable
         change in the Reference Rating.

                  "Business  Day" means a day of the year on which banks are not
         required or authorized to close in New York, New York or Akron, Ohio.

                  "Eurodollar  Business  Day"  means  a  Business  Day on  which
         dealings in U.S. dollars are carried on in the London interbank market.

                  "Eurodollar  Rate" means, for each Interest Period  applicable
         to this bond,  the quotient  obtained by dividing (i) the interest rate
         per annum equal to the rate  appearing  on  Telerate  Page 3750 (or any
         successor  page) as the London  interbank  offered rate for deposits in
         U.S. dollars at 11:00 A.M.  (London time) two Eurodollar  Business Days
         before the first day of such Interest  Period for a period of one month
         or, if for any reason  such rate is not  available,  the rate per annum
         rounded  upward to the nearest whole  multiple of 1/16 of 1% per annum,
         if such rate is not such a multiple at which  deposits in U.S.  dollars
         are  offered by the  principal  office of the  Administrative  Agent in
         London to prime  banks in the  London  interbank  market at 11:00  a.m.
         (London time) two Eurodollar Business Days before the first day of such
         Interest Period for a period equal to one month, by (ii) 100% minus the
         Eurodollar Rate Reserve Percentage.

                  "Eurodollar Rate Reserve  Percentage" for each Interest Period
         applicable to this bond means the reserve percentage  applicable during
         such Interest Period (or if more than one such  percentage  shall be so
         applicable,  the daily  average of such  percentages  for those days in
         such  Interest  Period  during  which any such  percentage  shall be so
         applicable) under regulations  issued from time to time by the Board of
         Governors  of  the  Federal  Reserve  System  (or  any  successor)  for
         determining  the  maximum  reserve  requirement   (including,   without
         limitation,  any  emergency,  supplemental  or other  marginal  reserve
         requirement)  with respect to  liabilities  or assets  consisting of or
         including Eurocurrency Liabilities having a term equal to such Interest
         Period.

                  "Funding"  means any  purchase of bonds of this series made by
         the Purchasers simultaneously under the Standby Purchase Agreement.

                  "Interest  Period"  means a period of one month  commencing on
         the Initial  Interest  Accrual Date and,  thereafter,  each  subsequent
         period  of one  month  commencing  on the last  day of the  immediately
         preceding Interest Period; provided, however, that:

                    (i)  any  Interest Period  that  would otherwise  end  after
                  December 31, 2003 shall instead end on December 31, 2003;

                    (ii) Interest Periods  commencing on the same date for bonds
                  of this series  purchased  as part of the same  Funding  shall
                  be coextensive; and

                    (iii) whenever the last  day of any  Interest  Period  would
                  otherwise occur on a day other than a Eurodollar Business Day,
                  the last day of such  Interest  Period  shall be  extended  to
                  occur  on  the  next  succeeding   Eurodollar   Business  Day,
                  provided,  that if such extension  would cause the last day of
                  such Interest  Period to occur in the next following  calendar
                  month, the last day of such Interest Period shall occur on the
                  next preceding Eurodollar Business Day.

                                       7

<PAGE>

                           "Moody's" means Moody's  Investors  Service,  Inc. or
                  any successor thereto.

                           "Reference Ratings" means the ratings assigned by S&P
                  and  Moody's  to the  first  mortgage  bonds or  other  senior
                  secured non-credit enhanced debt of the Company.

                           "S&P" means  Standard & Poor's  Ratings  Services,  a
                  division of The McGraw-Hill Companies,  Inc., or any successor
                  thereto.

         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 $1,000,000 and integral multiples thereof. If and to
the extent this bond becomes  transferable,  the  registered  owner  hereof,  in
person or by  attorney  duly  authorized,  may,  upon  compliance  with the next
succeeding  paragraph,  effectuate  such  transfer 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, upon surrender and cancellation of this bond and thereupon a new
registered bond or bonds of the same series for a like principal amount, 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.

         No  transfer  of this bond shall be  effected,  except  upon five days'
prior written notice to the Company,  which notice shall identify the transferor
and transferee  and the price at which this bond is proposed to be  transferred.
Not later than the  Trustee's  close of business on the fifth day  following the
Company's  receipt of such  notice (or if such fifth day is not a Business  Day,
then upon the next  succeeding  Business  Day),  the  Company  shall  advise the
Trustee and the transferor in writing that either:  (A) the Company  consents to
such  transfer,  whereupon the Trustee shall register such transfer as set forth
above and in the Indenture or (B) the Company  elects to purchase this bond at a
purchase price equal to the stated  principal  amount of this bond plus interest
accrued  thereon to the second  Business Day  following  the date of such notice
from the Company, whereupon the Company shall deliver such purchase price to the
Trustee no later than  12:00 noon (New York City time) on such  second  Business
Day,  and the  Trustee  shall pay such  purchase  price  over to the  transferor
against surrender of this bond to the Trustee for the account of the Company. In
the event that the Company shall fail to  communicate  timely to the Trustee and
the transferor its election to consent to such transfer or to purchase this bond
as aforesaid,  the Company shall be deemed to have  consented to such  transfer.
Nothing contained in this paragraph shall be construed to deprive the Company of


                                       9


<PAGE>

any right to  object  to any  transfer  of this  bond on the  grounds  that such
transfer does not comply with the  requirements  of this bond,  the Indenture or
applicable law.

         Each holder  shall be deemed to  understand  that the offer and sale of
the bonds of this series have not been  registered  under the  Securities Act of
1933 (the "Securities Act") and that the bonds of this series may not be offered
or sold except as  permitted  in the  following  sentence.  Each holder shall be
deemed to agree, on its own behalf and on behalf of any accounts for which it is
acting  as  hereinafter  stated,  that if such  holder  sells  any bonds of this
series, such holder will do so only (A) to the Company,  (B) to a person whom it
reasonably believes is a "qualified  institutional  buyer" within the meaning of
Rule 144A under the Securities Act that purchases for its own account or for the
account  of a  qualified  institutional  buyer to whom  notice is given that the
resale,  pledge or transfer  is being made in  reliance on Rule 144A,  (C) to an
institutional  "accredited investor" (as defined in Rule 501(a)(1),  (2), (3) or
(7) under the Securities  Act) that,  prior to such  transfer,  furnishes to the
Trustee  a signed  letter  containing  certain  representations  and  agreements
relating to the restrictions on transfer of the bonds of this series,  (D) in an
offshore  transaction  in  accordance  with Rule 904 of  Regulation  S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the  Securities  Act (if  available),  or (F) pursuant to an effective
registration  statement  under the  Securities  Act,  and each holder is further
deemed to agree to  provide to any  person  purchasing  any of the bonds of this
series from it a notice  advising  such  purchaser  that resales of the bonds of
this series are restricted as stated herein.

         Each holder shall be deemed to understand  that, on any proposed resale
of any bonds of this series  pursuant to the exemption from  registration  under
Rule 144 under the  Securities  Act, any holder making any such proposed  resale
will be required to furnish to the  Trustee  and  Company  such  certifications,
legal  opinions and other  information as the Trustee and Company may reasonably
require  to  confirm  that  the  proposed   sale  complies  with  the  foregoing
restrictions.

                 [END OF FORM OF BOND OF FLOATING RATE SERIES A]

                                       9

<PAGE>


                            [CERTIFICATE OF TRANSFER]

             Mortgage Bonds Floating Rate Series A of 2003 due 2003

      FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

         Name and address of assignee must be printed or typewritten.


         the  within  Security  of  the  Company  and  does  hereby  irrevocably
constitute and appoint__________________________________________________________
to transfer the said  Security on the books of the  within-named  Company,  with
full power of substitution in the premises.

The  undersigned  certifies  that said  Security  is being  resold,  pledged  or
otherwise transferred as follows: (check one)

|_|      to the Company;

|_|      to a Person  whom the  undersigned  reasonably  believes is a qualified
         institutional   buyer  within  the  meaning  of  Rule  144A  under  the
         Securities Act of 1933, as amended (the  "Securities  Act")  purchasing
         for its own  account or for the  account of a  qualified  institutional
         buyer to whom notice is given that the resale, pledge or other transfer
         is being made in reliance on Rule 144A;

|_|      in an offshore  transaction in accordance with Rule 904 of Regulation S
         under the Securities Act;

|_|      to an institution  that is an "accredited  investor" as defined in Rule
         501(a)(1),  (2), (3) or (7) under the  Securities Act that is acquiring
         this Security for investment purposes and not for distribution; (attach
         a copy of an Accredited Investor Certificate in the form annexed signed
         by an authorized officer of the transferee)

|_|      as otherwise permitted by the non-registration legend appearing on this
         Security; or

|_|      as  otherwise  agreed  by the  Company,  confirmed  in  writing  to the
         Trustee, as follows: [describe]


Signed:
         ---------------------------------
Dated:
         ---------------------------------

                                       10

<PAGE>


         WHEREAS, the Company deems it advisable to enter into this Supplemental
Indenture for the purposes of  describing  the form of the bonds of the Floating
Rate 2003  Series  and  establishing  the  redemption  provisions  thereof,  the
interest rate and maturity thereof.

         NOW,  THEREFORE,  it is hereby covenanted,  decLared and agreed, by the
Company,  that all such bonds of the Floating Rate 2003 Series are to be issued,
authenticated  and delivered,  from time to time,  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 Floating  Rate 2003 Series shall be  designated  as
the Company's  "Mortgage Bonds Floating Rate Series of 2003 due 2003". The bonds
of Floating  Rate 2003 Series shall bear interest  from the  applicable  Initial
Interest  Accrual Date set forth on the face of the bonds of Floating  Rate 2003
Series or from the most recent  Interest  Payment  Date set forth on the face of
such bonds to which  payment has been made or duly  provided  for.  The interest
rate and maturity date of the bonds of the Floating Rate 2003 Series shall be as
set forth in the form of bond  hereinabove  set forth,  and such  provisions are
incorporated at this place as though set forth in their  entirety.  Principal or
redemption  price of and interest on the bonds of the Floating  Rate 2003 Series
shall be payable in any coin or currency of the United  States of America  which
at the time of payment is legal  tender for  public  and  private  debts,  at an
office or agency of the  Company in the  Borough of  Manhattan,  The City of New
York, N.Y. or in the City of Akron, Ohio.

         Interest  on the  bonds  of the  Floating  Rate  2003  Series  shall be
calculated  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.

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

         The bonds of the  Floating  Rate 2003  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.

         SECTION  2.  Bonds  of the  Floating  Rate  2003  Series  have not been
registered  under the  Securities  Act and  therefore may not be offered or sold
except as permitted in the  following  sentence.  Each holder shall be deemed to
agree, on its own behalf and on behalf of any accounts for which it is acting as
hereinafter  stated,  that if such holder sells any bonds of the  Floating  Rate
2003  Series,  such holder will do so only (A) to the  Company,  (B) to a person
whom it  reasonably  believes is a "qualified  institutional  buyer"  within the


                                       11

<PAGE>

meaning of Rule 144A under the Securities Act that purchases for its own account
or for the  account of a qualified  institutional  buyer to whom notice is given
that the resale,  pledge or transfer is being made in reliance on Rule 144A, (C)
to an institutional  "accredited  investor" (as defined in Rule 501(a)(1),  (2),
(3) or (7) under the Securities Act) that, prior to such transfer,  furnishes to
the Trustee a signed letter containing  certain  representations  and agreements
relating to the restrictions on transfer of the bonds of this series,  (D) in an
offshore  transaction  in  accordance  with Rule 904 of  Regulation  S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule
144 under the  Securities  Act (if  available),  or (F) pursuant to an effective
registration  statement  under the  Securities  Act,  and each holder is further
deemed to agree to  provide  to any  person  purchasing  any of the bonds of the
Floating Rate 2003 Series from it a notice  advising such purchaser that resales
of such bonds are restricted as stated herein. If and to the extent bonds of the
Floating Rate 2003 Series become transferable, such transfer may be accomplished
by the registered owners thereof,  in person or by attorney duly authorized,  at
an office or agency of the Company in the Borough of Manhattan,  The City of New
York,  N.Y.  or in the City of Akron,  Ohio but only in the  manner and upon the
conditions  prescribed  in the  Indenture  and in the  form of bond  hereinabove
recited.

         SECTION 3. No transfer of bonds of the Floating  Rate 2003 Series shall
be effected,  except upon five days' prior written notice to the Company,  which
notice shall  identify the transferor and transferee and the price at which such
Bonds of the Floating Rate 2003 Series are proposed to be transferred. Not later
than the  Trustee's  close of business on the fifth day  following the Company's
receipt of such  notice (or if such fifth day is not a Business  Day,  then upon
the next succeeding  Business Day), the Company shall advise the Trustee and the
transferor in writing that either:  (A) the Company  consents to such  transfer,
whereupon the Trustee shall register such transfer as set forth above and in the
Indenture or (B) the Company  elects to purchase such Bonds of the Floating Rate
2003  Series at a purchase  price equal to the stated  principal  amount of such
Bonds of the  Floating  Rate 2003 Series plus  interest  accrued  thereon to the
second  Business  Day  following  the  date of such  notice  from  the  Company,
whereupon the Company shall deliver such purchase  price to the Trustee no later
than  12:00  noon (New York City  time) on such  second  Business  Day,  and the
Trustee shall pay such purchase price over to the transferor  against  surrender
of such Bonds of the Floating Rate 2003 Series to the Trustee for the account of
the Company.  In the event that the Company shall fail to communicate  timely to
the Trustee and the  transferor  its election to consent to such  transfer or to
purchase such Bonds of the Floating  Rate 2003 Series as aforesaid,  the Company
shall be deemed to have  consented to such transfer.  Nothing  contained in this
paragraph  shall be  construed  to deprive the Company of any right to object to
any transfer of any Bonds of the  Floating  Rate 2003 Series on the grounds that
such  transfer  does not  comply  with  the  requirements  of such  Bonds of the
Floating Rate 2003 Series, the Indenture or applicable law.

         SECTION 4. 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 bonds of the Floating Rate 2003 Series (except the
Trustee's  authentication  certificates),  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.  The  Trustee  may  conclusively  presume  that the

                                       12

<PAGE>
obligation of the Company to pay the principal of or interest on the bonds of
this  series as the same shall  become  due and  payable,  whether at  maturity,
redemption,  acceleration  or  otherwise,  shall have been fully  satisfied  and
discharged  unless and until it shall have received a written notice from a duly
authorized  officer of the  Administrative  Agent  stating  that the  payment of
principal  of or  interest  on the bonds of this  series has not been fully paid
when due and specifying the amount of funds required to make such payment.

         SECTION  5.  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 and not otherwise  defined
herein shall have the meaning ascribed to them in the Indenture.

         SECTION 6. Nothing in this  Supplemental  Indenture  contained shall or
shall be construed to confer upon any person other than a holder of bonds issued
under the Indenture,  the Company and the Trustee any right or interest to avail
himself  of any  benefit  under  any  provision  of  the  Indenture  or of  this
Supplemental Indenture.

         SECTION 7. 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.


                                       13

<PAGE>

         IN WITNESS  WHEREOF,  OHIO EDISON COMPANY and THE BANK OF NEW YORK have
caused  these  presents  to be  executed  in  their  respective  names  by their
respective  Presidents  or  one of  their  Vice  Presidents  or  Assistant  Vice
Presidents  and their  respective  seals to be hereunto  affixed and attested by
their  respective  Corporate  Secretaries  or one of their  Assistant  Corporate
Secretaries  or  Assistant  Treasurers,  all as of the day and year first  above
written.


                                          OHIO EDISON COMPANY



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

[Seal]

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


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


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


------------------------------------------
        Diane L. Rapp

                                   THE BANK OF NEW YORK



                                   By:
                                       -----------------------------------------
                                       Sirojni Dindial, Assistant Vice President


Seal]

Attest:
       ------------------------------------
         Timothy J. Hea, Assistant Treasurer


Signed, Sealed and Acknowledged on behalf of
The Bank of New York in the presence of:

-------------------------------------------
         Dorothy Miller

-------------------------------------------
        Cynthia Chaney

                                       14

<PAGE>


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

         On the 7th day of August in the year 2003  before me, the  undersigned,
personally  appeared Harvey L. Wagner and Edward J. Udovich,  Vice President and
Controller  and  Assistant  Corporate  Secretary,  respectively,  of Ohio Edison
Company,  personally  known to me or proved  to me on the basis of  satisfactory
evidence  to be the  individuals  whose  names  are  subscribed  to  the  within
instrument and acknowledged to me that they executed the same in their capacity,
and that by their signatures on the instrument,  the individuals,  or the person
upon behalf of which the individuals acted, executed the instruments.


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

[SEAL]

                                       15


<PAGE>


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

         On the 7th day of August in the year 2003  before me, the  undersigned,
personally appeared Sirojni Dindial and Timothy J. Hea, Assistant Vice President
and  Assistant  Treasurer,,  respectively,  of The Bank of New York,  personally
known to me or  proved  to me on the basis of  satisfactory  evidence  to be the
individuals whose names are subscribed to the within instrument and acknowledged
to me that  they  executed  the  same  in  their  capacity,  and  that by  their
signatures  on the  instrument,  the  individuals,  or the person upon behalf of
which the individuals acted, executed the instruments.

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


[SEAL]

                                       16

<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:
                                      -----------------------------------------
                                      Sirojni Dindial, Assistant Vice President


This instrument was prepared by FirstEnergy Corp.

                                       17