Unassociated Document


    


    Exhibit
      4.6

    
      
        

      



     

    OHIO
      EDISON
      COMPANY

     

    with

     

    THE
      BANK OF NEW
      YORK,

    As
      Trustee

     

    
      
        

      



     

    Thirteenth
      Supplemental Indenture

     

    Providing
      among
      other things for 

     

    Mortgage
      Bonds


     

    Guarantee
      Series D
      of 2005 due 2034

    


    
      
        

      



     

    Dated
      as of June 1,
      2005

     

     

    
      
        

      



    


    


    
      
        
          


           

        

        
        

      

      
        1

        
          

        

      

      
        
        

        
        

      

    

    



    SUPPLEMENTAL
      INDENTURE,
      dated as of June
      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 a Waste Water Facilities and Solid Waste Facilities
      Loan Agreement, dated as of June 1, 2005, with the Ohio Water Development
      Authority (the “Authority”) in connection with which the Authority will issue
      $40,000,000 aggregate principal amount of State of Ohio Pollution Control
      Revenue Refunding Bonds Series 2005-B (Ohio Edison Company Project) (the
“Revenue Bonds”) under a Trust Indenture, dated as of June 1, 2005 (the “Revenue
      Bond Indenture”), between the Authority and J.P. Morgan Trust Company, National
      Association, as trustee (the “Revenue Bond Trustee”), in order to provide funds
      to loan to the Company for the purpose of refunding certain bonds previously
      issued by the Authority to assist the Company in the financing of the cost
      of
      certain waste water facilities and solid waste facilities;

     

    WHEREAS,
      in
      conjunction with the issuance of the Revenue Bonds, the Company has entered
      into
      an Insurance Agreement, dated as of June 22, 2005 (the “Insurance Agreement”),
      between the Company and Financial Guaranty Insurance Company,
      a New York stock
      insurance corporation (the “Insurer”), under which the Insurer has agreed to
      issue a municipal bond new issue insurance policy (the “Policy”) in favor of the
      holders of the Revenue Bonds, and the Company has agreed to deliver to the
      Insurer a series of bonds issued by the Company under its General Mortgage
      Indenture and Deed of Trust, dated as of January 1, 1998, as supplemented,
      to
      The Bank of New York, as Trustee (the “Indenture”), as security for the
      Insurer’s payment of the amounts due under the Policy;
      and 

     

    WHEREAS,
      the
      Company, by appropriate corporate action in conformity with the terms of the
      Indenture, has duly determined to create a new series of bonds under the
      Indenture, consisting of $40,000,000 in aggregate principal amount to be
      designated as “Mortgage Bonds, Guarantee Series D of 2005 due 2034” (hereinafter
      referred to as the “bonds of Guarantee Series D 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:

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    


     

    [Form
      of Bond of
      Guarantee Series D of 2005]

     

    This
      bond is not
      transferable except (i) to a successor to Financial Guaranty Insurance Company
      (“FGIC”) under the Insurance Agreement dated as of June 22, 2005, between the
      Company and FGIC, or (ii) 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 D of 2005 due 2034

     

    Due
      January
      1, 2034

     

    $_________________                                                                                                                                      
      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 January 1, 2034, 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 Interest Payment
      Date (as defined herein) next preceding the date of this bond unless the date
      hereof is prior to the first Interest Payment Date for the bonds of this series,
      in which case from June 22, 2005 (the date of original issuance of the bonds
      of
      this series) (or, if this bond is dated between the Record Date (as defined
      herein) for any Interest Payment Date and such Interest Payment Date, then
      from
      such Interest Payment Date), at the rate from time to time borne by the State
      of
      Ohio Pollution Control Revenue Refunding Bonds, Series 2005-B (Ohio Edison
      Company Project) (the “Revenue Bonds”) issued by the Ohio Water Development
      Authority (the “Authority”) under the Trust Indenture, dated as of June 1, 2005
      (the “Revenue Bond Indenture”), between the Authority and J.P. Morgan Trust
      Company, National Association, as trustee (the “Revenue Bond Trustee”);
provided,
however,
      that in no event
      shall the rate of interest borne by the Bonds of this series exceed 12% per
      annum. 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. 

     

    The
      interest so
      payable on any Interest Payment Date will, subject to certain exceptions in
      the
      Indenture hereinafter mentioned, be paid to the person in whose name this bond
      is registered at the close of business on the Record Date. As used herein,
      “Interest Payment Date” and “Record Date” shall mean an Interest Payment Date
      and Record Date, respectively, as defined in the Revenue Bonds.

     

    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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    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
	 
 	 
 	 
 
	Attest:	By:  	 
	 	
              

            
	 	Title:


    

     

     

    __________________________

    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 D of 2005] 

     

    OHIO
      EDISON
      COMPANY

     

    Mortgage
      Bond,
      Guarantee Series D of 2005 due 2034

     

    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 are issued and to be issued in order to provide security to Financial
      Guaranty Insurance Company, a New York stock insurance corporation (the
“Insurer”), in connection with its issuance of a municipal bond new issue
      insurance policy (the “Policy”) in favor of the holders of the Revenue Bonds
      pursuant to the Insurance Agreement dated as of June 22, 2005 (the “Insurance
      Agreement”) between the Insurer and the Company in connection with the issuance
      of the Revenue Bonds. In order to provide monies to fund a loan made by the
      Authority to the Company pursuant to a Waste Water Facilities and Solid Waste
      Facilities Loan Agreement dated as of June 1, 2005 between the Authority and
      the
      Company (the “Loan Agreement”), the Authority issued the Revenue Bonds under and
      pursuant to the Revenue Bond Indenture. Payments made by the Company of
      principal and interest on the bonds of this series are intended to be sufficient
      to reimburse the Insurer for any payments of principal and interest made by
      the
      Insurer on the Revenue Bonds pursuant to the Policy. 

     

    The
      bonds of this
      series are not transferable except (i) as required to effect an assignment
      to a
      successor of the Insurer under the Insurance Agreement or (ii) in compliance
      with a final order of a court of competent jurisdiction in connection with
      any
      bankruptcy or reorganization proceeding of the Company. 

     

    The
      Company’s
      obligation to make payments with respect to interest on the bonds of this series
      shall be fully or partially satisfied and discharged to the extent that, at
      the
      time any such payment shall be due, the corresponding amount then due of
      interest on the Revenue Bonds shall have been fully or partially paid (other
      than by the application of the proceeds of any payment by the Insurer under
      the
      Policy), as the case may be, or there shall have been deposited with the Revenue
      Bond Trustee pursuant to the Revenue Bond Indenture trust funds sufficient
      under
      such indenture to fully or partially pay, as the case may be, the corresponding
      amount then due of interest on the Revenue Bonds (other than by the application
      of the proceeds of any payment by the Insurer under the Policy). Notwithstanding
      anything contained herein or in the Indenture to the contrary, the Company
      shall
      be obligated to make payments with respect to interest on the bonds of this
      series only to the extent that the Insurer has made a payment with respect
      to
      the Revenue Bonds under the Policy.

     

    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 shall have been fully satisfied and discharged unless and until
      it
      shall have received written notice from the Insurer, signed by an authorized
      officer thereof, stating that the Insurer is exercising its rights under the
      Insurance Agreement with respect to the bonds of this series.

     

    Upon
      payment of the
      principal of any Revenue Bonds, whether at maturity or prior to maturity by
      acceleration, redemption or otherwise, or upon provision for the payment thereof
      having been made in accordance with the Revenue Bond Indenture (other than
      by
      the application of the proceeds of any payment by the Insurer under the Policy),
      the bonds of this series in a principal amount equal to the principal amount
      of
      such Revenue Bonds so paid or for which such provision for payment has been
      made
      shall be deemed fully paid, satisfied and discharged and the obligations of
      the
      Company thereunder shall be terminated and such bonds of this series shall
      be
      surrendered to and canceled by the Trustee. From and after the Release Date
      (as
      defined in the Insurance Agreement), 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.

     

    
      
        
        

      

      
        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 and continuance of
      an
      Event of Default (as defined in the Indenture) as in the Indenture
      provided.

     

    The
      bonds of this
      series shall be redeemed by the Company in whole at any time prior to maturity
      at a redemption price of 100% of the principal amount to be redeemed, plus
      accrued and unpaid interest to the redemption date, upon receipt by the Trustee
      of written advice from the Insurer, confirmed in writing by the Revenue Bond
      Trustee, stating that the principal amount of all 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 or dates
      from which interest on the Revenue Bonds 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
      of
      the bonds of this series plus accrued interest thereon to the date fixed for
      such redemption. The date fixed for such redemption shall be set forth in the
      aforesaid written advice and shall not be (i) earlier than the later of (a)
      the
      date specified in such written advice as the date of accelerated maturity of
      the
      Revenue Bonds then outstanding under the Revenue Bond Indenture, and (b), unless
      the registered owner or owners of the bonds of this series, waives the
      requirement of notice of such redemption, forty five days after the Trustee’s
      receipt of such written advice and (ii) later than fifty days after such date
      of
      accelerated maturity. Any required notice of redemption (or if the requirement
      for such notice is waived, such redemption) shall become null and void for
      all
      purposes under the Indenture upon receipt by the Trustee of written notice
      from
      the Insurer of the annulment of the acceleration of the maturity of the Revenue
      Bonds then outstanding under the Revenue Bond Indenture and of the rescission
      of
      the aforesaid written advice prior to the redemption date specified in such
      notice of redemption (or if the requirement for such notice is waived, specified
      in the aforesaid written advice), and thereupon no redemption of the bonds
      of
      this series and no payment in respect thereof as specified in such notice of
      redemption (or if the requirement for such notice is waived, as specified in
      the
      aforesaid written advice) shall be effected or required. But no such rescission
      shall extend to any subsequent written advice from the Insurer or impair any
      right consequent on such subsequent written advice.

     

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

     

    Unless
      the
      requirement for such notice is waived in accordance with the preceding
      paragraph, any redemption of the bonds of this series shall be made after
      written notice to the registered owner or owners of such bonds of this series,
      sent by the Trustee by first class mail postage prepaid, at least 30 days and
      not more than 60 days before the redemption date, unless a shorter notice period
      is consented to in writing by the registered owner or owners of all bonds of
      this series and such consent is filed with the Trustee, and such redemption
      and
      notice shall be made in the manner provided in the Supplemental Indenture,
      subject to the provisions of the Indenture.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    No
      recourse shall be had for the payment of the principal of or premium, or
      interest if any, on this bond, or any part thereof, or for any claim based
      thereon or otherwise in respect thereof, or of the indebtedness represented
      thereby, or upon any obligation, covenant or agreement under the Indenture,
      against any incorporator, stockholder, officer or director, as such, past,
      present or future of the Company or of any predecessor or successor corporation,
      either directly or through the Company or a predecessor or successor
      corporation, whether by virtue of any Constitutional provision, statute or
      rule
      of law, or by the enforcement of any assessment or penalty or otherwise, all
      such liability of incorporators, stockholders, officers and directors being
      released by the registered owner hereof by the acceptance of this bond and
      being
      likewise waived and released by the terms of the Indenture.

     

    The
      bonds of this
      series are issuable only as 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 D of 2005]

     

    and


     

    Whereas,
      all things
      necessary to make the bonds of Guarantee Series D of 2005, 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 has in all respects been duly
      authorized; 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
      Guarantee Series D of 2005, 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 Guarantee Series D of 2005 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:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    SECTION
      1. Bonds
      of Guarantee
      Series D of 2005 shall mature on the date set forth in the form of bond
      hereinbefore set forth and, subject to the provisions of said form, shall bear
      interest at the rate from time to time borne by the Revenue Bonds; provided,
      however, that in no event shall the rate of interest borne by any bonds of
      Guarantee Series D of 2005 exceed 12% per annum. Such interest shall be payable
      as set forth in said form of bond of the 2005 Guarantee Series, and such bonds
      of said series shall be designated as hereinbefore in the fourth Whereas clause
      set forth. Both principal of and interest on said bonds shall be payable, to
      the
      extent specified in the form of bond hereinabove set forth, in any coin or
      currency of the United States of America which at the time of payment is a
      coin
      or currency in which the Revenue Bonds are payable and is legal tender for
      the
      payment of public and private debts, at the 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 said series may be issued, originally or
      otherwise, only as registered bonds without coupons, and in denominations of
      $1,000 and authorized multiples thereof. Such bonds and the Trustee’s
      certificate of authentication shall be substantially in the form hereinbefore
      recited, and delivery of a bond of the 2005 Guarantee Series to the Trustee
      for
      authentication shall be conclusive evidence that the multiple thereof and its
      serial number have been duly approved by the Company.

     

    The
      bonds of
      Guarantee Series D of 2005 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.

     

    Bonds
      of Guarantee
      Series D of 2005 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 form of bond of such series hereinabove recited.

     

    The
      person in whose
      name any bond of the 2005 Guarantee Series is registered at the close of
      business on any Record Date for such series with respect to any Interest Payment
      Date for such series shall be entitled to receive the interest payable on such
      Interest Payment Date notwithstanding the cancellation of such registered bond
      upon any transfer or exchange thereof subsequent to the Record Date and prior
      to
      such Interest Payment Date, except if and to the extent the Company shall
      default in the payment of the interest due on such Interest Payment Date, in
      which case such defaulted interest shall be paid to the person in whose name
      such bond (or any bond or bonds issued, directly or after intermediate
      transactions, upon transfer or exchange or in substitution thereof) is
      registered on a subsequent record date for such payment established as provided
      in Section 3.07 of the Indenture.

     

    Notices
      and demands
      to or upon the Company in respect of the bonds of Guarantee Series D of 2005,
      this Supplemental Indenture and the Indenture may be served at the office or
      agency of the Company maintained for that purpose in the Borough of Manhattan,
      The City of New York, New York and in the City of Akron, Ohio.

     

    SECTION
      2. As
      more fully set
      forth in the form thereof hereinabove recited, the Company’s obligation to make
      payments with respect to interest on the bonds of Guarantee Series D of the
      2005
      shall be fully or partially satisfied and discharged to the extent that, at
      the
      time any such payment shall be due, the corresponding amount then due of
      interest then due on the Revenue Bonds shall have been fully or partially paid
      (other than by the application of the proceeds of any payment by the Insurer
      under the Policy), as the case may be, or there shall have been deposited with
      the Revenue Bond Trustee pursuant to the Revenue Bond Indenture trust funds
      sufficient under such indenture to fully or partially pay, as the case may
      be,
      the corresponding amount then due of interest on the Revenue Bonds (other than
      by the application of the proceeds of any payment by the Insurer under the
      Policy). Notwithstanding anything contained herein or in the Indenture to the
      contrary, the Company shall be obligated to make payments with respect to
      interest on the bonds of Guarantee Series D of 2005 only to the extent that
      the
      Insurer has made a payment with respect to the Revenue Bonds under the
      Policy.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Upon
      payment of the
      principal of any Revenue Bonds, whether at maturity or prior to maturity by
      acceleration, redemption or otherwise, or upon provision for the payment thereof
      having been made in accordance with the Revenue Bond Indenture (other than
      by
      the application of the proceeds of any payment by the Insurer under the Policy),
      bonds of Guarantee Series D of 2005 in a principal amount equal to the principal
      amount of such Revenue Bonds so paid or for which such provision for payment
      has
      been made shall be deemed fully paid, satisfied and discharged and the
      obligations of the Company thereunder shall be terminated and such bonds of
      Guarantee Series D of 2005 shall be surrendered to and cancelled by the Trustee.
      From and after the Release Date (as defined in the Insurance Agreement), the
      bonds of Guarantee Series D of 2005 shall be deemed fully paid, satisfied and
      discharged and the obligation of the Company thereunder shall be terminated.
      On
      the Release Date, the bonds of Guarantee Series D of 2005 shall be surrendered
      to and canceled by the Trustee.

     

    The
      Trustee may
      conclusively presume that the obligation of the Company to pay the principal
      of,
      and interest, if any on the bonds of Guarantee Series D of 2005 as the same
      shall become due and payable shall have been fully satisfied and discharged
      unless and until it shall have received written notice from the Insurer, signed
      by an authorized officer thereof, stating that the Insurer is exercising its
      rights under the Insurance Agreement with respect to the bonds of Guarantee
      Series D of 2005.

     

    SECTION
      3. Bonds
      of Guarantee
      Series D of 2005 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 Guarantee Series
      D of
      2005 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 D of 2005 which may be authenticated and
      delivered hereunder is limited to the aggregate principal amount of Forty
      Million Dollars ($40,000,000).

     

    Bonds
      of Guarantee
      Series D of 2005 in the aggregate principal amount of Forty Million Dollars
      ($40,000,000) 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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    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 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
      Guarantee Series D of 2005 (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. The
      consideration
      for the bonds of Guarantee Series D of 2005 shall be the issuance by the Insurer
      of the Policy pursuant to the Insurance Agreement.

     

    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.

     

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    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:  	 
	 	
              

            
	 	
              Stanley F.
                Szwed

              Vice
                President

            


    

     

     

    [Seal]

    


    Attest:
      _____________________________

    Edward
      J.
      Udovich

    Assistant
      Corporate
      Secretary

     

    Signed,
      Sealed and
      Acknowledged on behalf of

    Ohio
      Edison
      Company
      in the presence
      of: 

     

    ___________________________

    George
      J.
      Andler

    


    ___________________________


    James
      G.
      Smith

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              THE
                BANK OF NEW YORK, 

                
                as Trustee

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Louis
                P.
                Young

              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

     

    ______________________________


    Barbara
      Bevelaqua

    Vice
      President

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    STATE
      OF
      OHIO                  
       )

    )
      ss.:

    COUNTY
      OF
      SUMMIT           
       )

     

    On
      the ____ day of June in the year 2005 before me, the undersigned, personally
      appeared Stanley F. Szwed 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 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.

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	  	 
	 	
              

            
	 	
              Constance
                E.
                Roberts

              Notary Public

              Residence - Summit
                County

              Statewide Jurisdiction,
                Ohio

              My Commission Expires
                October
                14, 2007

            


    

    


     

    [SEAL]

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    STATE
      OF NEW
      YORK           
       )


    )
      ss.: 

    COUNTY
      OF NEW
      YORK          )

     

    On
      the ___ day of June in the year 2005 before me, the undersigned, personally
      appeared Louis P. Young 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]

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    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:  	 
	 	
              

            
	 	
              Louis
                P.
                Young

              Vice
                President

            


    

    


     

    


     

    This
      instrument was
      prepared by FirstEnergy Corp.

     

     

    
      
        
        

      

      
        15