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                               OHIO EDISON COMPANY

                                      with
                              THE BANK OF NEW YORK,

                                              As Trustee

                                   ----------



                         SEVENTH SUPPLEMENTAL INDENTURE


                        Providing among other things for

                                 MORTGAGE BONDS

                       Guarantee Series A of 2003 due 2033
                       Guarantee Series B of 2003 due 2033

                                    ---------



                            Dated as of March 1, 2003





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<PAGE>


         SUPPLEMENTAL  INDENTURE,  dated as of March 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 two new series of
bonds under the  Indenture,  consisting of  $41,000,000  in aggregate  principal
amount to be designated as "Mortgage Bonds Guarantee  Series A of 2003 due 2033"
(hereinafter  sometimes  referred to as the "bonds of  Guarantee  Series A") and
$9,000,000 in aggregate  principal  amount to be  designated as "Mortgage  Bonds
Guarantee Series B of 2003 due 2033"  (hereinafter  sometimes referred to as the
"bonds of Guarantee  Series B" and,  with the bonds of  Guarantee  Series A, the
"bonds of the 2003 Guarantee Series"), which shall bear interest at the rate per
annum  set  forth  in,  shall  be  subject  to  certain  redemption  rights  and
obligations  set forth in, and will  otherwise be in the form and have the terms
and provisions provided for in this Supplemental  Indenture and set forth in the
form of such bonds below:

                      [FORM OF BOND OF GUARANTEE SERIES A]

         This bond is not transferable  except to a successor  trustee under the
Trust  Indenture  dated as of June 1, 1999  between  the Ohio Water  Development
Authority  and  J.P.  Morgan  Chase  Trust  Company,  National  Association,  as
successor trustee, or in connection with the exercise of the rights and remedies
of the holder  hereof  consequent  upon an "Event of  Default" as defined in the
Indenture referred to herein.

                               OHIO EDISON COMPANY

                MORTGAGE BOND GUARANTEE SERIES A OF 2003 DUE 2033

                                Due June 1, 2033

$                                                                          No.

         OHIO EDISON  COMPANY,  a corporation of the State of Ohio  (hereinafter
called  the  Company),   for  value   received,   hereby   promises  to  pay  to
_________________________, or registered assigns, ___________________ dollars at
an office or agency of the Company in the Borough of Manhattan,  The City of New
York,  N.Y. or the City of Akron,  Ohio, on June 1, 2033 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

                                       2

<PAGE>

owner  hereof,  in like coin or  currency,  interest  thereon  from the  Initial
Interest  Accrual Date  (hereinbelow  defined) at the Revenue Bond Interest Rate
(hereinbelow  defined) per annum payable  semi-annually on June 1 and December 1
in each year  commencing on the June 1 or December 1 immediately  succeeding the
Initial Interest Accrual Date (as defined below) (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  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.

         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

                                       3

<PAGE>


                      [FORM OF BOND OF GUARANTEE SERIES A]


                                    [REVERSE]


                               OHIO EDISON COMPANY


                MORTGAGE BOND GUARANTEE SERIES A OF 2003 DUE 2033

         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 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
trustee under the Trust  Indenture  (the "Revenue Bond  Indenture")  dated as of
June 1, 1999, between the Ohio Water Development Authority and J.P. Morgan Chase
Trust Company, National Association,  as successor trustee (such trustee and any
successor trustee being hereinafter  referred to as the "Revenue Bond Trustee"),
securing $41,000,000 of State of Ohio Pollution Control Revenue Refunding Bonds,
Series 1999-A (Ohio Edison Company  Project) which have been issued on behalf of
the Company (the "Revenue Bonds"),  stating that the principal amount of all the
Revenue  Bonds  then  outstanding  under the  Revenue  Bond  Indenture  has been
declared  due and payable  pursuant to the  provisions  of Section  11.02 of the
Revenue Bond Indenture,  specifying the date of the accelerated maturity of such
Revenue Bonds and the date from which interest on the Revenue Bonds issued under
the Revenue Bond Indenture has then accrued and is unpaid  (specifying  the rate
or rates of such  accrual and the  principal  amount of the  particular  Revenue
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  Revenue  Bonds  then
outstanding  under the Revenue  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 Revenue  Bonds has then
accrued (as  specified  by the Revenue  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 Revenue
Bonds becoming due and payable on the maturity date of the bonds of this series,
the  earliest  date from which  unpaid  interest on the  Revenue  Bonds has then

                                       4

<PAGE>

accrued shall become the Initial Interest Accrual Date with respect to the bonds
of this series,  such date,  together with each other  different date from which
unpaid  interest on the  Revenue  Bonds has then  accrued,  as to be stated in a
written notice from the Revenue Bond Trustee to the Trustee,  which notice shall
also specify the rate or rates of such accrual and the  principal  amount of the
particular  Revenue 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 Revenue Bond Trustee of the annulment of the acceleration of the
maturity of the Revenue Bonds then outstanding  under the Revenue 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 Revenue 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 "Revenue Bond Interest Rate" shall be the same rate of interest per
annum as is borne by the Revenue  Bonds;  provided,  however,  that if there are
different  rates of  interest  borne by the  Revenue  Bonds,  or if  interest is
required to be paid on the Revenue Bonds more  frequently than on each June 1 or
December 1, the Revenue Bond Interest Rate shall be the rate 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 Revenue Bonds.

         The  principal  hereof  may  be  declared  or  may  become  due  on the
conditions,  in the manner and at the time set forth in the  Indenture  upon the
occurrence of a completed default as in the Indenture provided.

         Bonds  of  this  series  shall  be  deemed  to be  paid  and no  longer
outstanding under the Indenture to the extent the aggregate  principal amount of
bonds of this series exceeds the aggregate principal amount of the Revenue Bonds
outstanding  from time to time.  The  Trustee may rely on a  certificate  of the
Company to this effect.

         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

                                       5

<PAGE>

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 a single  registered bond
without  coupons in a denomination  equal to the aggregate  principal  amount of
bonds  of this  series  outstanding.  If and to the  extent  this  bond  becomes
transferable,  the  registered  owner  hereof,  in  person or by  attorney  duly
authorized,  may 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.

                   [END OF FORM OF BOND OF GUARANTEE SERIES A]

                      [FORM OF BOND OF GUARANTEE SERIES B]

         This bond is not transferable  except to a successor  trustee under the
Trust  Indenture  dated  as of  June  1,  1999  between  the  Ohio  Air  Quality
Development Authority and J.P. Morgan Chase Trust Company, National Association,
as  successor  trustee,  or in  connection  with the  exercise of the rights and
remedies of the holder hereof  consequent  upon an "Event of Default" as defined
in the Indenture referred to herein.

                               OHIO EDISON COMPANY

                MORTGAGE BOND GUARANTEE SERIES B OF 2003 DUE 2033

                                Due June 1, 2033

$                                                                          No.

         OHIO EDISON  COMPANY,  a corporation of the State of Ohio  (hereinafter
called the Company), for value received, hereby promises to pay to ____________,
or registered assigns,  __________ dollars at an office or agency of the Company
in the Borough of  Manhattan,  The City of New York,  N.Y. or the City of Akron,
Ohio,  on  ___________  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  (hereinbelow
defined) at the Revenue  Bond  Interest  Rate  (hereinbelow  defined)  per annum
payable  semi-annually  on June 1 and December 1 in each year  commencing on the
June 1 or December 1 immediately  succeeding the Initial  Interest  Accrual Date
(as defined  below) (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  referred to on the
reverse hereof. Payments of principal of and interest on this bond shall be made

                                       6

<PAGE>

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.

         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

                                       7

<PAGE>


                      [FORM OF BOND OF GUARANTEE SERIES B]


                                    [REVERSE]


                               OHIO EDISON COMPANY


                MORTGAGE BOND GUARANTEE SERIES B OF 2003 DUE 2033

         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 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
trustee under the Trust  Indenture  (the "Revenue Bond  Indenture")  dated as of
June 1, 1999, between the Ohio Air Quality Development Authority and J.P. Morgan
Chase Trust Company,  National  Association,  as successor trustee (such trustee
and any  successor  trustee being  hereinafter  referred to as the "Revenue Bond
Trustee"),  securing  $9,000,000  of State  of Ohio  Pollution  Control  Revenue
Refunding  Bonds,  Series 1999-B (Ohio Edison  Company  Project) which have been
issued  on  behalf  of the  Company  (the  "Revenue  Bonds"),  stating  that the
principal  amount of all the Revenue  Bonds then  outstanding  under the Revenue
Bond  Indenture has been declared due and payable  pursuant to the provisions of
Section  11.02  of the  Revenue  Bond  Indenture,  specifying  the  date  of the
accelerated  maturity of such Revenue Bonds and the date from which  interest on
the Revenue  Bonds issued under the Revenue Bond  Indenture has then accrued and
is unpaid (specifying the rate or rates of such accrual and the principal amount
of the  particular  Revenue  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 Revenue Bonds then outstanding  under the Revenue 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
Revenue Bonds has then accrued (as specified by the Revenue 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 Revenue Bonds  becoming due and payable on the maturity date of the bonds
of this  series,  the earliest  date from which  unpaid  interest on the Revenue
Bonds has then  accrued  shall  become the Initial  Interest  Accrual  Date with


                                       8

<PAGE>

respect  to the bonds of this  series,  such  date,  together  with  each  other
different date from which unpaid interest on the Revenue Bonds has then accrued,
as to be  stated  in a written  notice  from the  Revenue  Bond  Trustee  to the
Trustee,  which  notice shall also specify the rate or rates of such accrual and
the principal amount of the particular Revenue Bonds to which such rate or rates
apply.  The  aforementioned  notice of redemption shall become null and void for
all purposes under said supplemental indenture and 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 Revenue  Bond
Trustee of the  annulment  of the  acceleration  of the  maturity of the Revenue
Bonds then  outstanding  under the Revenue 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 Revenue  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 "Revenue Bond Interest Rate" shall be the same rate of interest per
annum as is borne by the Revenue  Bonds;  provided,  however,  that if there are
different  rates of  interest  borne by the  Revenue  Bonds,  or if  interest is
required to be paid on the Revenue Bonds more  frequently than on each June 1 or
December 1, the Revenue Bond Interest Rate shall be the rate 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 Revenue Bonds.

         The  principal  hereof  may  be  declared  or  may  become  due  on the
conditions,  in the manner and at the time set forth in the  Indenture  upon the
occurrence of a completed default as in the Indenture provided.

         Bonds  of  this  series  shall  be  deemed  to be  paid  and no  longer
outstanding under the Indenture to the extent the aggregate  principal amount of
bonds of the series exceeds the aggregate  principal amount of the Revenue Bonds
outstanding  from time to time.  The  Trustee may rely on a  certificate  of the
Company to this effect.

         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

                                       9

<PAGE>

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 a single  registered bond
without  coupons in a denomination  equal to the aggregate  principal  amount of
bonds  of this  series  outstanding.  If and to the  extent  this  bond  becomes
transferable,  the  registered  owner  hereof,  in  person or by  attorney  duly
authorized,  may 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.

                   [END OF FORM OF BOND OF GUARANTEE SERIES B]


         WHEREAS,  the Company and Trustee  deem it advisable to enter into this
Supplemental  Indenture for the purposes of describing  the form of the bonds of
the 2003 Guarantee Series and establishing  the redemption  provisions  thereof,
and to authorize the  establishment of the interest rate and maturity thereof in
an  Officer's   Certificate  to  be  delivered  to  the  Trustee  prior  to  the
authentication of the bonds of the 2003 Guarantee Series.

         NOW,  THEREFORE,  it is hereby covenanted,  decLared and agreed, by the
Company,  that all such  bonds of the 2003  Guarantee  Series  are to be issued,
authenticated and delivered,  subject to this Supplemental  Indenture and to the
further covenants,  conditions,  uses and trusts in the Indenture set forth, and
the parties hereto mutually agree as follows:

         SECTION 1. Bonds of Guarantee  Series A and Bonds of Guarantee Series B
shall be designated as the Company's  "Mortgage Bonds Guarantee Series A of 2003
due  2033"  and  "Mortgage  Bonds   Guarantee   Series  B  of  2003  due  2033,"
respectively.  The bonds of Guarantee Series A and Guarantee Series B shall bear
interest from the respective  Initial  Interest Accrual Dates as provided in the
forms of the bond of the 2003 Guarantee  Series  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 the 2003  Guarantee  Series
shall be as set forth in the  respective  forms of bond  hereinabove  set forth.
Principal or redemption price of and interest on the bonds of the 2003 Guarantee
Series shall be payable in any coin or currency of the United  States of America
which at the time of payment is legal tender for public and private debts, at an
office or agency of the  Company in the  Borough of  Manhattan,  The City of New
York, N.Y. or in the City of Akron, Ohio.

         Definitive bonds of the 2003 Guarantee Series may be issued, originally
or otherwise, only as registered bonds, substantially in the respective forms of
bond hereinabove set forth, and in a single  denomination equal to the aggregate
principal  amount  thereof that is  Outstanding.  Delivery of a bond of the 2003


                                       10

<PAGE>

Guarantee 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 2003 Guarantee Series shall be redeemable as provided
in the respective forms 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 2003  Guarantee  Series  shall be deemed to be
paid and no  longer  outstanding  under the  Indenture  to the  extent  that the
aggregate  principal  amount thereof exceeds the aggregate  principal  amount of
related  Revenue Bonds (as defined in the respective  forms of bond  hereinabove
set forth)  outstanding from time to time. The Trustee may rely on a certificate
of the Company to this effect.

         SECTION 3.  Bonds of the 2003  Guarantee  Series  are not  transferable
except in connection  with the exercise of the rights and remedies of the holder
thereof  consequent upon an "Event of Default" as defined in the Indenture or as
otherwise  provided in the forms of bond  hereinabove  set forth.  If and to the
extent bonds of the 2003 Guarantee 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 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 2003  Guarantee  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.

         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.


                                       11

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


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


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


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

                                          THE BANK OF NEW YORK



                                          By:
                                             ----------------------------------
                                             Patricia Gallagher, Vice President

[Seal]

Attest:
       ---------------------------------------
         Julie Salovitch-Miller, Vice President


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

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

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


                                       12

<PAGE>

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

         On the 3rd day of March in the year 2003  before me,  the  undersigned,
personally appeared Harvey L. Wagner and David W. Whitehead, 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.


                                          -----------------------------------
                                          Karen L. Pope
                                          Notary Public, State of Ohio
                                          My Commission Expires Jan. 16, 2005
                                          Recorded in Stark County
[SEAL]

                                       13

<PAGE>


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

         On the 3rd day of March in the year 2003 before me, the undersigned,
personally appeared Patricia Gallagher and Julie Salovitch-Miller, 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]

                                       14

<PAGE>




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

         The Bank of New York
         101 Barclay Street
         City, County and State of New York 10286



                                          THE BANK OF NEW YORK



                                          By:
                                              ----------------------------------
                                              Patricia Gallagher, Vice President


This instrument was prepared by FirstEnergy Corp.

                                       15
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