Unassociated Document


    Exhibit
      4.4

      
        
          

        

      

      


       

      OHIO
        EDISON COMPANY


       

      with

       

      THE
        BANK OF NEW
        YORK,

      As
        Trustee

       

      
        
          
            
              

            

          

        



       

      Eleventh
        Supplemental Indenture

       

      Providing
        among
        other things for 

       

      Mortgage
        Bonds


       

      Guarantee
        Series A
        of 2005 due 2029

      Guarantee
        Series B
        of 2005 due 2029

       

      
        
          
            

          

        

      

       

      Dated
        as of
        April 1, 2005

       

       

       

       

       

      
        
          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      SUPPLEMENTAL
        INDENTURE,
        dated as of
        April 1, 2005, 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 has entered into an Air Quality Facilities Loan Agreement, dated
        as of
        April 1, 2005 (the “Air Loan Agreement”), with the Ohio Air Quality Development
        Authority (the “Air Authority”) in connection with which the Air Authority will
        issue $100,000,000 aggregate principal amount of State of Ohio Pollution
        Control
        Revenue Refunding Bonds, Series 2005-A (Ohio Edison Company Project) (the
“Air
        Bonds”) under a Trust Indenture, dated as of April 1, 2005 (the “Air Bond
        Indenture”), between the Air Authority and J.P. Morgan Trust Company, National
        Association, as trustee (the “Air Bond Trustee”), in order to provide funds to
        loan to the Company for the purpose of refunding certain bonds previously
        issued
        by the Air Authority to assist the Company in the financing of the cost of
        certain air quality facilities;

       

      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 to be delivered to the Air Bond Trustee for the benefit of the
        Air
        Bonds, consisting of $100,000,000 in aggregate principal amount to be designated
        as “Mortgage Bonds, Guarantee Series A of 2005 due 2029” (hereinafter referred
        to as the “bonds of Guarantee 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 bond below;

       

      WHEREAS,
        the
        Company has entered into a Waste Water Facilities Loan Agreement, dated as
        of
        April 1, 2005 (the “Water Loan Agreement”, together with the Air Loan Agreement,
        the “Loan Agreements”), with the Ohio Water Development Authority (the “Water
        Authority”) in connection with which the Water Authority will issue $6,450,000
        aggregate principal amount of State of Ohio Pollution Control Revenue Refunding
        Bonds Series 2005-A (Ohio Edison Company Project) (the “Water Bonds”, together
        with the Air Bonds, the “Revenue Bonds”) under a Trust Indenture, dated as of
        April 1, 2005 (the “Water Bond Indenture”, together with the Air Bond Indenture,
        the “Revenue Bond Indentures”), between the Water Authority and J.P. Morgan
        Trust Company, National Association, as trustee (the “Water Bond Trustee”), in
        order to provide funds to loan to the Company for the purpose of refunding
        certain bonds previously issued by the Water Authority to assist the Company
        in
        the financing of the cost of certain waste water facilities;

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      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 to be delivered to the Water Bond Trustee for the benefit of the
        Water
        Bonds, consisting of $6,450,000 in aggregate principal amount to be designated
        as “Mortgage Bonds, Guarantee Series B of 2005 due 2029” (hereinafter referred
        to as the “bonds of Guarantee Series B”, together with the bonds of Guarantee
        Series A, the “bonds of the 2005 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 bond below:

       

      [Form
        of Bond of
        Guarantee Series A]

       

      This
        bond is not
        transferable except (i) to a successor trustee under the Trust Indenture
        dated
        as of April 1, 2005 between the Ohio Air Quality Development Authority
        and
        J.P. Morgan Trust Company, National Association, as successor trustee, (ii)
        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 or (iii) in compliance with a final order of a court of competent
        jurisdiction or in connection with any bankruptcy or reorganization proceeding
        of the Company.

       

      OHIO
        EDISON
        COMPANY

       

      Mortgage
        Bond,
        Guarantee Series A of 2005 due 2029

       

      Due
        April
        1, 2029

       

      $_________________                                                                                                                                                          
        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, New York 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 (hereinafter
        defined) at the Revenue Bond Interest Rate (hereinafter defined) per annum
        payable semi-annually on April 1 and October 1 in each year
        commencing
        on the April 1 or October 1 immediately succeeding the Initial
        Interest Accrual Date (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.

       

      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. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      This
        bond shall not
        become valid or 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 affixed
        hereto or reproduced 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
        is one of the
        bonds of the series designated therein referred to in the within-mentioned
        Indenture.

       

      
        	 	 	 
	 	
                THE
                  BANK OF NEW YORK,

                as
                  Trustee

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	
                 

              	
                Authorized
                  Signatory

              


      

       

      


       

      [Reverse
        of Form of
        Bond of Guarantee Series A] 

       

      OHIO
        EDISON
        COMPANY

       

      Mortgage
        Bond,
        Guarantee Series A of 2005 due 2029

       

      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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      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 April 1, 2005, between
        the Ohio Air Quality Development Authority and J.P. Morgan Trust Company,
        National Association, as successor trustee (such trustee and any successor
        trustee being hereinafter referred to as the “Revenue Bond Trustee”), securing
        $100,000,000 of State of Ohio Pollution Control Revenue Refunding Bonds,
        Series
        2005-A (Ohio Edison Company Project) 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 by the Revenue Bond Trustee in a notice of redemption to be
        given
        by the Trustee 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 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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      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 April 1 or October 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 and continuance of
        an
        Event of Default (as defined in the Indenture) 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 an Officer’s Certificate (as defined in the Indenture)
        to this effect.

       

      Unless
        and until
        the Trustee shall have received from the Revenue Bond Trustee any such aforesaid
        written advice stating that the principal amount of all Revenue Bonds then
        outstanding under the Revenue Bond Indenture has been declared due and payable
        or 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 Trustee may conclusively presume that
        the
        obligation of the Company to pay the principal of, and interest, if any,
        on the
        bonds of this series shall have been fully satisfied and
        discharged.

       

      From
        and after the
        Release Date (as defined in the Revenue Bond Indenture), the bonds of this
        series shall be deemed fully paid, satisfied and discharged and the obligation
        of the Company thereunder shall be terminated. On the Release Date or promptly
        following, the bonds of this series shall be surrendered to and canceled
        by the
        Trustee.

       

      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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      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, New York 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 (i) to a successor trustee under the Trust Indenture
        dated
        as of April 1, 2005 between the Ohio Water Development Authority and
        J.P.
        Morgan Trust Company, National Association, as successor trustee, (ii) 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 or (iii) in compliance with a final order of a court of competent
        jurisdiction or in connection with any bankruptcy or reorganization proceeding
        of the Company.

       

      OHIO
        EDISON
        COMPANY

       

      Mortgage
        Bond,
        Guarantee Series B of 2005 due 2029

       

      Due
        April
        1, 2029

       

      $_________________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, New York 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 (hereinafter
        defined) at the Revenue Bond Interest Rate (hereinafter defined) per annum
        payable semi-annually on April 1 and October 1 in each year
        commencing
        on the April 1 or October 1 immediately succeeding the Initial
        Interest Accrual Date (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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      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 valid or 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 affixed
        hereto or reproduced 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
        is one of the
        bonds of the series designated therein referred to in the within-mentioned
        Indenture.

       

      
        	 	 	 
	 	
                The
                  Bank of New York,

                as
                  Trustee

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Authorized
                Signatory


      

       

      


       

      [Reverse
        of Form of
        Bond of Guarantee Series B] 

       

      OHIO
        EDISON
        COMPANY

       

      Mortgage
        Bond,
        Guarantee Series B of 2005 due 2029

       

      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.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      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 April 1, 2005, between
        the Ohio Water Development Authority and J.P. Morgan Trust Company, National
        Association, as successor trustee (such trustee and any successor trustee
        being
        hereinafter referred to as the “Revenue Bond Trustee”), securing $6,450,000 of
        State of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-A (Ohio
        Edison Company Project) 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 by the Revenue Bond Trustee in a notice of redemption to be
        given
        by the Trustee 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 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.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      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 April 1 or October 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 and continuance of
        an
        Event of Default (as defined in the Indenture) 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 an Officer’s Certificate (as defined in the Indenture)
        to this effect.

       

      Unless
        and until
        the Trustee shall have received from the Revenue Bond Trustee any such aforesaid
        written advice stating that the principal amount of all Revenue Bonds then
        outstanding under the Revenue Bond Indenture has been declared due and payable
        or 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 Trustee may conclusively presume that
        the
        obligation of the Company to pay the principal of, and interest, if any,
        on the
        bonds of this series shall have been fully satisfied and
        discharged.

       

      From
        and after the
        Release Date (as defined in the Revenue Bond Indenture), the bonds of this
        series shall be deemed fully paid, satisfied and discharged and the obligation
        of the Company thereunder shall be terminated. On the Release Date or promptly
        following, the bonds of this series shall be surrendered to and canceled
        by the
        Trustee.

       

      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.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      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, New York 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]

       

      and


       

      WHEREAS,
        the
        Company deems it advisable to enter into this Supplemental Indenture for
        the
        purposes of establishing the form, terms and provisions of the bonds of the
        2005
        Guarantee Series, as provided and contemplated by Sections 2.01(a) and 3.01(b)
        of the Indenture, and the Company has requested and hereby requests the Trustee
        to join in the execution of this Supplemental Indenture;

       

      NOW,
        THEREFORE, IT
        IS HEREBY COVENANTED, DECLARED AND AGREED, by the Company, that all such
        bonds
        of the 2005 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. The
        bonds of
        Guarantee Series A and the bonds of Guarantee Series B shall be designated
        as the Company’s “Mortgage Bonds, Guarantee Series A of 2005 due 2029” and
“Mortgage Bonds, Guarantee Series B of 2005 due 2029”,
        respectively.

       

      The
        bonds of
        Guarantee Series A and the bonds of Guarantee Series B shall
        bear
        interest from the respective Initial Interest Accrual Date as provided in
        the
        respective forms of the bond of the 2005 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 2005 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
        2005
        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, New York or in the City of Akron, Ohio.

       

      Definitive
        bonds of
        the 2005 Guarantee Series may be issued, originally or otherwise, only as
        registered bonds, substantially in the respective form of bond hereinabove
        set
        forth, and in a single denomination equal to the respective aggregate principal
        amount thereof that is Outstanding. Delivery of a bond of the 2005 Guarantee
        Series to the Trustee for authentication shall be conclusive evidence that
        its
        serial number has been duly approved by the Company.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      The
        bonds of the
        2005 Guarantee Series shall be redeemable as provided in the respective 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 2005
        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 form of bond hereinabove set forth) outstanding from time to time.
        The Trustee may rely on an Officer’s Certificate to this effect.

       

      From
        and after the
        Release Date (as defined in the applicable Revenue Bond Indenture), the bonds
        of
        the 2005 Guarantee Series shall be deemed fully paid, satisfied and discharged
        and the obligation of the Company thereunder shall be terminated. On or promptly
        following the applicable Release Date, the bonds of the 2005 Guarantee Series
        shall be surrendered to and canceled by the Trustee.

       

      Unless
        and until
        the Trustee shall have received from the applicable Revenue Bond Trustee
        any
        written advice stating that the principal amount of all related Revenue Bonds
        then outstanding under the applicable Revenue Bond Indenture has been declared
        due and payable or any demand for payment of the principal amount of the
        respective bonds of the 2005 Guarantee Series at maturity as a result of
        the
        principal of the related Revenue Bonds becoming due and payable on the maturity
        date of the respective bonds of the 2005 Guarantee Series, as provided in
        the
        respective forms of the respective bonds of the 2005 Guarantee Series
        hereinabove set forth, the Trustee may conclusively presume that the obligation
        of the Company to pay the principal of, and interest, if any, on the respective
        bonds of the 2005 Guarantee Series shall have been fully satisfied and
        discharged.

       

      SECTION
        3. Bonds
        of the 2005
        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 form of
        bond hereinabove set forth. If and to the extent bonds of the 2005 Guarantee
        Series become transferable, such transfer may be accomplished by the Holders
        thereof, in person or by attorney duly authorized, at an office or agency
        of the
        Company in the Borough of Manhattan, The City of New York, New York or in
        the
        City of Akron, Ohio, but only in the manner and upon the conditions prescribed
        in the Indenture and in the form of bond of such series hereinabove
        recited.

       

      SECTION
        4. The
        principal
        amount of bonds of Guarantee Series A which may be authenticated and delivered
        hereunder is limited to the aggregate principal amount of One Hundred Million
        Dollars ($100,000,000).

       

      SECTION
        5. The
        principal
        amount of bonds of Guarantee Series B which may be authenticated and delivered
        hereunder is limited to the aggregate principal amount of Six Million Four
        Hundred Fifty Thousand Dollars ($6,450,000).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      Bonds
        of Guarantee
        Series A in the aggregate principal amount of One Hundred Million Dollars
        ($100,000,000) and bonds of Guarantee Series B in the aggregate principal
        amount of Six Million Four Hundred Fifty Thousand Dollars ($6,450,000),
        respectively, may at any time subsequent to the execution hereof be executed
        by
        the Company and delivered to the Trustee and shall be authenticated by the
        Trustee and delivered (either before or after the recording hereof) upon
        the
        basis of Unbonded Class “A” Bonds issued and delivered to the Trustee for such
        purpose, pursuant to a Company Order referred to in Section 4.01 of the
        Indenture and upon receipt by the Trustee of the opinions and other documents
        required by Sections 4.01 and 4.02 of the Indenture.

       

      SECTION
        6. Except
        as herein
        otherwise expressly provided, no duties, responsibilities or liabilities
        are
        assumed, or shall be construed to be assumed, by the Trustee by reason of
        this
        Supplemental Indenture; the Trustee shall not be responsible 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
        2005 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
        7. As
        supplemented by
        this Supplemental Indenture, the Indenture is in all respects ratified and
        confirmed, and the Indenture as herein defined, and this Supplemental Indenture,
        shall be read, taken and construed as one and the same instrument. Capitalized
        terms used herein and not otherwise defined herein shall have the meaning
        ascribed to them in the Indenture. 

       

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

       

      SECTION
        9. This
        Supplemental
        Indenture may be simultaneously executed in several counterparts and all
        such
        counterparts executed and delivered, each as an original, shall constitute
        but
        one and the same instrument.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      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 Vice Presidents,
        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: 

       

      
        	 	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Edward
                J.
                Morgan
	 	 	
              


      

       

      
        
          	 	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	Jennifer
                  L.
                  Geyer	 	 	
                


        



      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      
        	 	 	 
	 	
                THE
                  BANK OF NEW YORK, 

                as
                  Trustee

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Barbara
                  Bevelaqua

                Vice
                  President

              


      

       

       

      [Seal]
        

       

      
        	 Attest:	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Julie
                Salovitch-Miller
Vice President
	 	 	
              


      

       

      
        


        Signed,
          Sealed and
          Acknowledged on behalf of

        The
          Bank of New
          York
          in the presence of: 

      

       

       

       

      
        
          	 	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	Remo
                  Reale
Vice President
	 	 	
                


        


        
          	 	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	Robert
                  Massimillo
Vice President	 	 	
                


        

      

       

       

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      STATE
        OF
        OHIO               
            )

      )
        ss.:

      COUNTY
        OF
        SUMMIT            
        )

       

      On
        the ____ day of April in the year 2005 before me, the undersigned, personally
        appeared Harvey L. Wagner and Edward J. Udovich, personally known to me or
        proved to me on the basis of satisfactory evidence to be the individuals
        whose
        names are subscribed to the within instrument and acknowledged to me that
        they
        executed the same in their capacity as Vice President and Controller and
        Assistant Corporate Secretary, respectively, and that by their signatures
        on the
        instrument, the individuals, or the person or entity 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]


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      STATE
        OF NEW
        YORK           
         )


      )
        ss.:


      COUNTY
        OF NEW
        YORK          )

       

      On
        the ___ day of April in the year 2005 before me, the undersigned, personally
        appeared Barbara Bevelaqua and Julie Salovitch-Miller, each 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 as Vice President and Vice President,
        respectively, of The Bank of New York, and that by their signatures
        on the
        instrument, the individuals, or the person or entity 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]


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


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

       

       

      
        The
          Bank of New
          York 

        101
          Barclay
          Street

        City,
          County and
          State of New York 10286

      

       

       

       

      
        	 	 	 
	 	The
                Bank of New York
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Barbara
                  Bevelaqua

                Vice
                  President

              


      

       

      


       

      This
        instrument was
        prepared by FirstEnergy Corp.

       

       

      
        
          
          

        

        
          18