Unassociated Document


    
      
        

      
Exhibit
      4.1

       

      


       

      OHIO
        EDISON
        COMPANY 

       

      with

       

      THE
        BANK OF
        NEW YORK,

                                 
        As Trustee

       

      
        
          

        



       

      Seventy-ninth
        Supplemental Indenture

       

      Providing
        among other things for 

       

      First
        Mortgage Bonds 

       

      Pledge
        Series A of 2005 due 2029

      Pledge
        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”), party of the first part, 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, party of the
        second part.

       

      WHEREAS,
        the
        Company has executed and delivered to Bankers
        Trust
        Company
        (hereinafter
        called the “Old Trustee”), as trustee, a certain Indenture, dated as of August
        1, 1930, to secure an issue of 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; and the said Indenture has been supplemented by
        seventy-eight supplemental indentures, which Indenture as so supplemented
        and to
        be hereby supplemented is hereinafter referred to as the “Indenture”;


       

      WHEREAS,
        The Bank
        of New York has succeeded the Old Trustee as trustee under the Indenture
        (hereinafter called the “Trustee”) pursuant to Article XVI thereof;


       

      WHEREAS,
        the
        Indenture provides for the issuance of bonds thereunder in one or more series,
        the form of each series of bonds and of the coupons to be attached to the
        coupon
        bonds, if any, to be substantially in the forms set forth therein with such
        insertions, omissions and variations as the Board of Directors of the Company
        may determine; 

       

      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,
        in
        conjunction with the issuance and sale of the Air Bonds, the Company has
        agreed
        to issue to The Bank of New York, as Trustee under the Company’s General
        Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, as heretofore
        supplemented and as to be supplemented by a Supplemental Indenture to be
        dated
        as of April 1, 2005 (as so supplemented, the “General Mortgage”), a series
        of bonds under the Indenture, to secure the issue of bonds (the “Air Mortgage
        Bonds”) issued under the General Mortgage to the Air Bond Trustee pursuant to
        the Air Bond Indenture, which Air Mortgage Bonds are to be delivered to the
        Air
        Bond Trustee for the benefit of the Air Bonds; 

       

      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, as the basis for the issuance of the Air Mortgage Bonds, such
        new
        series of bonds consisting of $100,000,000 in aggregate principal amount
        to be
        designated as “First Mortgage Bonds, Pledge Series A of 2005 due 2029”
        (hereinafter referred to as the “bonds of Pledge Series A of 2005”), 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;

       

      WHEREAS,
        in
        conjunction with the issuance and sale of the Water Bonds, the Company has
        agreed to issue to The Bank of New York, as Trustee under the General Mortgage,
        a series of bonds under the Indenture, to secure the issue of bonds (the
“Water
        Mortgage Bonds” and together with the Air Mortgage Bonds, the “Mortgage Bonds”)
        issued under the General Mortgage to the Water Bond Trustee pursuant to the
        Water Bond Indenture, which Water Mortgage Bonds are to be delivered to the
        Water Bond Trustee for the benefit of the Water Bonds;

       

      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, as the basis for the issuance of the Water Mortgage Bonds, such
        new
        series of bonds consisting of $6,450,000 in aggregate principal amount to
        be
        designated as “First Mortgage Bonds, Pledge Series B of 2005 due 2029”
        (hereinafter referred to as the “bonds of Pledge Series B of 2005”, together
        with the bonds of Pledge Series A of 2005, the “bonds of 2005 Pledge Series”),
        which shall bear interest upon the terms 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
        Pledge Series A of 2005]

       

      This
        Bond is not
        transferable except to a successor trustee under the General Mortgage Indenture
        and Deed of Trust, dated as of January 1, 1998, between the Company and The
        Bank
        of New York, as Trustee, or in connection with the exercise of the rights
        and
        remedies of the holder hereof consequent upon a “default” as defined in the
        Indenture referred to herein. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      OHIO
        EDISON
        COMPANY

       

      First
        Mortgage
        Bonds, Pledge 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 in the City of Akron, Ohio, on April 1, 2029 in any coin
        or
        currency of the United States of America which at the time of payment is
        legal
        tender for public and private debts, and to pay at said offices or agencies
        to
        the registered owner hereof, in like coin or currency, interest thereon from
        the
        Initial Interest Accrual Date (hereinbelow defined) at the rate per annum
        from
        time to time borne by the Mortgage Bonds, Guarantee Series A of 2005 due
        2029
        (the “Mortgage Bonds”) issued by the Company under the General Mortgage
        Indenture and Deed of Trust, dated as of January 1, 1998, as heretofore
        supplemented (the “General Mortgage”), by the Company to The Bank of New York,
        as trustee, on each April 1 and October 1 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. Payments of principal of and interest on this bond shall be made
        at an
        office or agency of the Company in the Borough of Manhattan, The City of
        New
        York, New York or in the City of Akron, Ohio. 

       

      Payment
        of
        principal of, or premium or interest on, the Mortgage Bonds shall, to the
        extent
        thereof, be deemed to satisfy and discharge the obligation of the Company,
        if
        any, to make a payment of principal, premium or interest, as the case may
        be, in
        respect of this bond which is then due.

       

      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 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 signature or a facsimile thereof.

       

       

      
        	 	 	 
	 Dated:	OHIO
                EDISON COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title:


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Attest:

       

      _________________________

      Title:

       

      [Form
        of Trustee’s
        Authentication Certificate] 

       

      Trustee’s
        Authentication Certificate

       

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

       

      
        	 	 	 
	 	
                THE
                  BANK OF NEW YORK,

                 as
                  Trustee

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Authorized
                Signatory


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      [Reverse
        of Form of
        Bond of Pledge Series A of 2005] 

       

      OHIO
        EDISON
        COMPANY

       

      First
        Mortgage
        Bonds, Pledge 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 First Mortgage Bonds of the series designated in its title,
        all
        issued and to be issued under and equally secured (except as to any sinking
        fund
        established in accordance with the provisions of the Indenture hereinafter
        mentioned for the bonds of any particular series) by an Indenture, dated
        as of
        August 1, 1930, executed by the Company to The Bank of New York, as Trustee
        (the
“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
        Initial
        Interest Accrual Date for the bonds of this series shall be the date that
        interest begins to accrue on the Mortgage Bonds.

       

      The
        Bonds of this
        series are subject to mandatory redemption, in whole or in part, as the case
        may
        be, on each date that the Mortgage Bonds are to be redeemed. The principal
        amount of the Bonds of this series to be redeemed on any such date shall
        be
        equal to the principal amount of Mortgage Bonds called for redemption on
        that
        date. All redemption of Bonds of this series shall be at 100 percent of the
        principal amount thereof, plus accrued interest to the redemption date. The
        Bonds of this series are not otherwise redeemable prior to their
        maturity.

       

      Notwithstanding
        the
        foregoing, Bonds of this series shall be deemed to be paid and no longer
        outstanding under the Indenture to the extent that Mortgage Bonds are paid
        or
        deemed to be paid and are no longer outstanding.

       

      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 as the same shall become
        due
        and payable (whether at stated maturity or by declaration of acceleration,
        call
        for redemption or otherwise) shall have been fully satisfied and discharged
        unless and until it shall have received a written notice from the trustee
        under
        the General Mortgage, signed by an authorized officer thereof, stating that
        any
        such principal of or interest on the Mortgage Bonds has become due and payable
        and has not been fully paid and specifying the amount of funds required to
        make
        such payment.

       

      As
        more fully described in the supplemental indenture establishing the terms
        and
        provisions of the bonds of this series, the Company reserves the right, without
        any consent or other action by holders of the bonds of this series, to amend
        the
        Indenture to provide that (i) additional bonds may be issued against 70%
        of the
        value of the property which forms the basis for such issuance and (ii) the
        charge against property subject to a prior lien which is used to effectuate
        the
        release of property under the Indenture be similarly based.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      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.

       

      No
        recourse shall be had for the payment of the principal of or interest on
        this
        bond against any incorporator or any past, present or future subscriber to
        the
        capital stock, stockholder, officer or director of the Company or of any
        predecessor or successor corporation, either directly or through the Company
        or
        a predecessor or successor corporation, under any rule of law, statute or
        constitution or by the enforcement of any assessment or otherwise, all such
        liability of incorporators, subscribers, stockholders, officers and directors
        being released by the registered owner hereof by the acceptance of this bond
        and
        being likewise waived and released by the terms of the Indenture.

       

      The
        bonds of this
        series are issuable only as registered bonds without coupons in denominations
        of
        $1,000 and, if higher, in multiples of $1.00. 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. Registered bonds of this
        series
        shall be exchangeable at said offices or agencies of the Company for registered
        bonds of other authorized denominations having the same aggregate principal
        amount, in the manner and upon the conditions prescribed in the Indenture.
        Notwithstanding any provision of the Indenture, (a) neither the Company nor
        the
        Trustee shall be required to make transfers or exchanges of bonds of this
        series
        during the period between any interest payment date for such series and the
        record date next preceding such interest payment date, and (b) no charge
        shall
        be made upon any transfer or exchange of bonds of this series other than
        for any
        tax or taxes or other governmental charge required to be paid by the
        Company.

       

      [end
        of form of
        bond of Pledge Series A of 2005] 

       

      [Form
        of Bond of
        Pledge Series B of 2005]

       

      This
        Bond is not
        transferable except to a successor trustee under the General Mortgage Indenture
        and Deed of Trust, dated as of January 1, 1998, between the Company and The
        Bank
        of New York, as Trustee, or in connection with the exercise of the rights
        and
        remedies of the holder hereof consequent upon a “default” as defined in the
        Indenture referred to herein. 

       

      OHIO
        EDISON
        COMPANY

       

      First
        Mortgage
        Bonds, Pledge 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 in the City of Akron, Ohio, on April 1, 2029 in any coin
        or
        currency of the United States of America which at the time of payment is
        legal
        tender for public and private debts, and to pay at said offices or agencies
        to
        the registered owner hereof, in like coin or currency, interest thereon from
        the
        Initial Interest Accrual Date (hereinbelow defined) at the rate per annum
        from
        time to time borne by the Mortgage Bonds, Guarantee Series B of 2005 due
        2029
        (the “Mortgage Bonds”) issued by the Company under the General Mortgage
        Indenture and Deed of Trust, dated as of January 1, 1998, as heretofore
        supplemented (the “General Mortgage”), by the Company to The Bank of New York,
        as trustee, on each April 1 and October 1 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. Payments of principal of and interest on this bond shall be made
        at an
        office or agency of the Company in the Borough of Manhattan, The City of
        New
        York, New York or in the City of Akron, Ohio. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      Payment
        of
        principal of, or premium or interest on, the Mortgage Bonds shall, to the
        extent
        thereof, be deemed to satisfy and discharge the obligation of the Company,
        if
        any, to make a payment of principal, premium or interest, as the case may
        be, in
        respect of this bond which is then due.

       

      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 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 signature or a facsimile thereof.

       

       

      
        	 Dated:	 	 
	 	OHIO
                EDISON COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title: 


      

       

       

       

      Attest:

       

      ____________________________

      Title:

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      [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


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      [Reverse
        of Form of
        Bond of Pledge Series B of 2005] 

       

      OHIO
        EDISON
        COMPANY

       

      First
        Mortgage
        Bonds, Pledge 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 First Mortgage Bonds of the series designated in its title,
        all
        issued and to be issued under and equally secured (except as to any sinking
        fund
        established in accordance with the provisions of the Indenture hereinafter
        mentioned for the bonds of any particular series) by an Indenture, dated
        as of
        August 1, 1930, executed by the Company to The Bank of New York, as Trustee
        (the
“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
        Initial
        Interest Accrual Date for the bonds of this series shall be the date that
        interest begins to accrue on the Mortgage Bonds.

       

      The
        Bonds of this
        series are subject to mandatory redemption, in whole or in part, as the case
        may
        be, on each date that the Mortgage Bonds are to be redeemed. The principal
        amount of the Bonds of this series to be redeemed on any such date shall
        be
        equal to the principal amount of Mortgage Bonds called for redemption on
        that
        date. All redemption of Bonds of this series shall be at 100 percent of the
        principal amount thereof, plus accrued interest to the redemption date. The
        Bonds of this series are not otherwise redeemable prior to their
        maturity.

       

      Notwithstanding
        the
        foregoing, Bonds of this series shall be deemed to be paid and no longer
        outstanding under the Indenture to the extent that Mortgage Bonds are paid
        or
        deemed to be paid and are no longer outstanding.

       

      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 as the same shall become
        due
        and payable (whether at stated maturity or by declaration of acceleration,
        call
        for redemption or otherwise) shall have been fully satisfied and discharged
        unless and until it shall have received a written notice from the trustee
        under
        the General Mortgage, signed by an authorized officer thereof, stating that
        any
        such principal of or interest on the Mortgage Bonds has become due and payable
        and has not been fully paid and specifying the amount of funds required to
        make
        such payment.

       

      As
        more fully described in the supplemental indenture establishing the terms
        and
        provisions of the bonds of this series, the Company reserves the right, without
        any consent or other action by holders of the bonds of this series, to amend
        the
        Indenture to provide that (i) additional bonds may be issued against 70%
        of the
        value of the property which forms the basis for such issuance and (ii) the
        charge against property subject to a prior lien which is used to effectuate
        the
        release of property under the Indenture be similarly based.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      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.

       

      No
        recourse shall be had for the payment of the principal of or interest on
        this
        bond against any incorporator or any past, present or future subscriber to
        the
        capital stock, stockholder, officer or director of the Company or of any
        predecessor or successor corporation, either directly or through the Company
        or
        a predecessor or successor corporation, under any rule of law, statute or
        constitution or by the enforcement of any assessment or otherwise, all such
        liability of incorporators, subscribers, stockholders, officers and directors
        being released by the registered owner hereof by the acceptance of this bond
        and
        being likewise waived and released by the terms of the Indenture.

       

      The
        bonds of this
        series are issuable only as registered bonds without coupons in denominations
        of
        $1,000 and, if higher, in multiples of $1.00. 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. Registered bonds of this
        series
        shall be exchangeable at said offices or agencies of the Company for registered
        bonds of other authorized denominations having the same aggregate principal
        amount, in the manner and upon the conditions prescribed in the Indenture.
        Notwithstanding any provision of the Indenture, (a) neither the Company nor
        the
        Trustee shall be required to make transfers or exchanges of bonds of this
        series
        during the period between any interest payment date for such series and the
        record date next preceding such interest payment date, and (b) no charge
        shall
        be made upon any transfer or exchange of bonds of this series other than
        for any
        tax or taxes or other governmental charge required to be paid by the
        Company.

       

      [end
        of form of
        bond of Pledge Series B of 2005]

       

      


       

      


       

      Whereas,
        Section 115 of
        the Indenture provides that the Company and the Trustee may, from time to
        time
        and at any time, enter into such indentures supplemental thereto as shall
        be
        deemed necessary or desirable for one or more purposes, including, among
        others,
        to describe and set forth the particular terms and the form of additional
        series
        of bonds to be issued under the Indenture, to add other limitations on the
        issue
        of bonds, withdrawal of cash or release of property, to add to the covenants
        and
        agreements of the Company for the protection of the holders of the bonds
        and of
        the mortgaged and pledged property, to supplement defective or inconsistent
        provisions contained in the Indenture, and for any other purpose not
        inconsistent with the terms of the Indenture; and

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


       

      


       

      Whereas,
        all things
        necessary to make the bonds of 2005 Pledge Series when authenticated by the
        Trustee and issued as in the Indenture provided, the valid, binding and legal
        obligations of the Company, entitled in all respects to the security of the
        Indenture, have been done and performed, and the creation, execution and
        delivery of this Supplemental Indenture have in all respects been duly
        authorized; and

       

      Whereas,
        the Company and
        Trustee deem it advisable to enter into this Supplemental Indenture for the
        purposes of describing the bonds of 2005 Pledge Series and of establishing
        the
        respective terms and provisions thereof, confirming the mortgaging under
        the
        Indenture of additional property for the equal and proportionate benefit
        and
        security of the holders of all bonds at any time issued thereunder, amplifying
        the description of the property mortgaged, adding other limitations to the
        Indenture on the issue of bonds, withdrawal of cash or release of property,
        and
        adding to the covenants and agreements of the Company for the protection
        of the
        holders of bonds and of mortgaged and pledged property;

       

      Now,
        therefore,
        this supplemental indenture witnesseth: That
Ohio
        Edison
        Company,
        in consideration
        of the premises and of one dollar to it duly paid by the Trustee at or before
        the ensealing and delivery of these presents, the receipt whereof is hereby
        acknowledged, and of the purchase and acceptance of the bonds issued or to
        be
        issued hereunder by the holders thereof, and in order to secure the payment
        both
        of the principal and interest of all bonds at any time issued and outstanding
        under the Indenture, according to their tenor and effect, and the performance
        of
        all the provisions of the Indenture and of said bonds, hath granted, bargained,
        sold, released, conveyed, assigned, transferred, pledged, set over and confirmed
        and by these presents doth grant, bargain, sell, release, convey, assign,
        transfer, pledge, set over and confirm unto The
        Bank of New
        York,
        as Trustee, and to its successor or successors in said trust, and to its
        and
        their assigns forever, all the properties of the Company, now owned or hereafter
        acquired, wherever located, described in the Indenture and not therein expressly
        excepted;

       

      Together
        with
        all and singular the tenements, hereditaments and appurtenances belonging
        or in
        any wise appertaining to the aforesaid property or any part thereof, with
        the
        reversion and reversions, remainder and remainders and (subject to the
        provisions of Article XI of the Indenture) the tolls, rents, revenues, issues,
        earnings, income, product and profits thereof, and all the estate, right,
        title
        and interest and claim whatsoever, at law as well as in equity, which the
        Company now has or may hereafter acquire in and to the aforesaid property
        and
        franchises and every part and parcel thereof.

       

      The
        Company does
        hereby agree and does hereby confirm and reaffirm the agreement made by it
        in
        the Indenture, dated as of August 1, 1930, that all property, rights and
        franchises acquired by the Company after the date of the Indenture, dated
        as of
        August 1, 1930 (except any hereinafter expressly excepted), shall be as fully
        embraced within the lien of the Indenture as if such property had been owned
        by
        the Company on the date of the Indenture, dated as of August 1, 1930
        and
        was specifically described therein and conveyed thereby and does hereby confirm
        that the Company will not cause or consent to a partition, whether voluntary
        or
        through legal proceedings, of property, whether herein described or heretofore
        or hereafter acquired, in which its ownership shall be as a tenant in common
        except as permitted by and in conformity with the provisions of the Indenture
        and particularly of Article XI thereof.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      Provided
        that
        the following are not and are not intended to be now or hereafter granted,
        bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
        set over or confirmed hereunder and are hereby expressly excepted from the
        lien
        and operation of the Indenture, viz.: cash, shares of stock and obligations
        (including bonds, notes and other securities) not heretofore or hereafter
        specifically pledged, paid or deposited or delivered under the Indenture
        or
        covenanted so to be.

       

      To
        have and to hold all
        such
        properties, real, personal and mixed, mortgaged, pledged or conveyed by the
        Company as aforesaid, or intended so to be, unto the Trustee and its successors
        and assigns forever.

       

      In
        trust, nevertheless,
        upon the terms
        and trusts of the Indenture for those who shall hold the bonds and coupons
        issued and to be issued thereunder, or any of them, without preference, priority
        or distinction as to lien of any of said bonds and coupons over any others
        thereof by reason of priority in the time of the issue or negotiations thereof,
        or otherwise howsoever, subject, however, to the provisions in reference
        to
        extended, transferred or pledged coupons and claims for interest set forth
        in
        the Indenture (and subject to any sinking funds that may be hereafter created
        for the benefit of any particular series).

       

      Provided,
        however,
        and these
        presents are upon the condition that if the Company, its successors or assigns,
        shall pay or caused to be paid, the principal of and interest on said bonds,
        at
        the times and in the manner stipulated therein and herein, and shall keep,
        perform and observe all and singular the covenants and promises in said bonds
        and in the Indenture expressed to be kept, performed and observed by or on
        the
        part of the Company, then this Supplemental Indenture and the estate and
        rights
        hereby granted shall cease, determine and be void, otherwise to be and remain
        in
        full force and effect.

       

      It
        is hereby covenanted, declared and agreed,
        by the Company,
        that all such bonds and coupons are to be issued, authenticated and delivered,
        and that all property subject or to become subject hereto is to be held,
        subject
        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 Pledge
        Series A of 2005 and the bonds of the Pledge Series B of 2005 shall mature
        on
        the date set forth in the respective form of bond relating thereto hereinbefore
        set forth and, subject to the provisions of said form, shall bear interest
        at
        the rate per annum from time to time borne by the series of the Mortgage
        Bonds
        referred to in said form. The bonds of Pledge Series A of 2005 and the bonds
        of
        Pledge Series B of 2005 shall be designated as the Company’s “First Mortgage
        Bonds, Pledge Series A of 2005 due 2029” and “First Mortgage Bonds, Pledge
        Series B of 2005 due 2029,” respectively. The bonds of Pledge Series A of 2005
        and the bonds of Pledge Series B of 2005 shall bear interest from the Initial
        Interest Accrual Date (as defined in the respective form of the bond hereinabove
        set forth). Principal or redemption price of and interest on the bonds of
        2005
        Pledge 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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      Definitive
        bonds of
        2005 Pledge Series may be issued, originally or otherwise, only as registered
        bonds, substantially in the form of bond hereinbefore recited, and in the
        denominations of $1,000 and, if higher, in multiples of $1.00. Delivery of
        a
        bond of 2005 Pledge Series to the Trustee for authentication shall be conclusive
        evidence that its serial number has been duly approved by the
        Company.

       

      SECTION
        2. Bonds
        of Pledge
        Series A of 2005 shall be deemed to be paid and no longer outstanding under
        the
        Indenture to the extent that the Air Mortgage Bonds to which they relate
        are
        paid or deemed to be paid and are no longer outstanding. Bonds of Pledge
        Series
        B of 2005 shall be deemed to be paid and no longer outstanding under the
        Indenture to the extent that the Water Mortgage Bonds to which they relate
        are
        paid or deemed to be paid and are no longer outstanding.

       

      The
        Trustee may
        conclusively presume that the obligation of the Company to pay the principal
        of,
        and interest, if any, on the bonds of Pledge Series A of 2005 as the same
        shall
        become due and payable (whether at stated maturity or by declaration of
        acceleration, call for redemption or otherwise) shall have been fully satisfied
        and discharged unless and until it shall have received a written notice from
        the
        trustee under the General Mortgage, signed by an authorized officer thereof,
        stating that any such principal of or interest on the Air Mortgage Bonds
        has
        become due and payable and has not been fully paid and specifying the amount
        of
        funds required to make such payment.

       

      The
        Trustee may
        conclusively presume that the obligation of the Company to pay the principal
        of,
        and interest, if any, on the bonds of Pledge Series B of 2005 as the same
        shall
        become due and payable (whether at stated maturity or by declaration of
        acceleration, call for redemption or otherwise) shall have been fully satisfied
        and discharged unless and until it shall have received a written notice from
        the
        trustee under the General Mortgage, signed by an authorized officer thereof,
        stating that any such principal of or interest on the Water Mortgage Bonds
        has
        become due and payable and has not been fully paid and specifying the amount
        of
        funds required to make such payment.

       

      SECTION
        3. Bonds of
        2005 Pledge Series may be transferred by the registered owners thereof, in
        person or by attorney duly authorized, at an office or agency of the Company
        in
        the Borough of Manhattan, The City of New York, New York or in the City of
        Akron, Ohio but only in the manner and upon the conditions prescribed in
        the
        Indenture and in the respective form of bond hereinbefore recited. Bonds
        of 2005
        Pledge Series shall be exchangeable for other registered bonds of the same
        series, in the manner and upon the conditions prescribed in the Indenture,
        and
        in the respective form of bond hereinbefore recited, upon the surrender of
        such
        bonds at said offices or agencies of the Company. However, notwithstanding
        the
        provisions of Section 14 or 15 of the Indenture, no charge shall be made
        upon
        any transfer or exchange of bonds of said series other than for any tax or
        taxes
        or other governmental charge required to be paid by the Company.

       

      SECTION
        4. The
        Company reserves the right, without any consent or other action by the holders
        of the bonds of 2005 Pledge Series, or any subsequent series of bonds, to
        amend
        the Indenture by deleting the phrase “sixty per centum (60%)” in Section 28 of
        the Indenture and substituting therefor the phrase “seventy per centum (70%)”
        and by deleting the phrase “One hundred sixty-six and two-thirds per cent. (166
        2/3%)” in Sections 65 and 67 of the Indenture and substituting therefor the
        phrase “One hundred and forty-two and eighty-six hundredths per cent.
        (142.86%)”.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      SECTION
        5. 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 for the recitals
        herein or in the bonds (except the Trustee’s authentication certificate), all of
        which are made by the Company solely; and this Supplemental Indenture is
        executed and accepted by the Trustee, subject to all the terms and conditions
        set forth in the Indenture, as fully to all intents and purposes as if the
        terms
        and conditions of the Indenture were herein set forth at length.

       

      SECTION
        6. As
        supplemented by
        this Supplemental Indenture, the Indenture is in all respects ratified and
        confirmed, and the Indenture as herein defined, and this Supplemental Indenture,
        shall be read, taken and construed as one and the same instrument.

       

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

       

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

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      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


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      
        
          	 	 	 
	 	
                  THE
                    BANK OF NEW YORK,

                  as
                    Trustee

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	
                  Patricia
                    Gallagher

                  Vice
                    President

                


        



      [Seal]
        

      


      Attest: 
        ______________________________

      Geovanni
        Barris

      Vice
        President

      


      Signed,
        Sealed and
        Acknowledged on behalf of

      The
        Bank of New
        York
        in the presence of: 

       

      _____________________________

      Stacey
        Poindexter

       

      _____________________________

      Assistant
        Vice
        President

       

      


      _____________________________

      Dorothy
        Miller

      Vice
        President


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      
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]


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      STATE
        OF NEW
        YORK    )


                                            
        ) ss.:
        

      COUNTY
        OF NEW
        YORK )

       

      On
        the ___ day of
        April in the year 2005 before me, the undersigned, personally appeared Patricia
        Gallagher and Geovanni Barris, 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]


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      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.

       

      
        
          
          

        

        
          19