Unassociated Document


    

      Exhibit
        4.1

      
        
          

        



       

      THE
        TOLEDO
        EDISON COMPANY

       

      TO

       

      JPMORGAN
        CHASE BANK, N.A.

       

      (formerly
        known as THE
        CHASE
        MANHATTAN BANK)

       

                                                                                                                                         Trustee.

       

      
        
          

        



       

      Fifty-fifth
        Supplemental Indenture

      Dated
        as of April 1, 2005

       

      
        
          

        



       

      (Supplemental
        to Indenture of Mortgage 

       

      and
        Deed of
        Trust dated as of April 1, 1947)

       

      
        
          

        



       

      First
        Mortgage Bonds, Pledge Series A of 2005 due 2035

       

      


       

      
        
          

        



      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Fifty-fifth
        Supplemental Indenture,
        dated as of April
        1, 2005, between The
        Toledo Edison
        Company,
        a corporation
        organized and existing under the laws of the State of Ohio (hereinafter called
        the “Company”), and JPMorgan
        Chase Bank,
        N.A.
        (formerly known as The
        Chase Manhattan
        Bank),
        a national banking association (hereinafter called the “Trustee”), as
        Trustee.

       

       

      RECITALS

       

      The
        Company has
        heretofore executed and delivered an Indenture of Mortgage and Deed of Trust
        dated as of April 1, 1947 (hereinafter referred to as the “Original Indenture”)
        to The Chase National Bank of the City of New York, predecessor Trustee,
        to
        secure an issue of First Mortgage Bonds of the Company, issuable in series,
        and
        created thereunder an initial series of bonds designated as First Mortgage
        Bonds, 27⁄8% Series due 1977; and

       

      The
        Company has
        heretofore executed and delivered to The Chase National Bank of the City
        of New
        York, predecessor Trustee, four Supplemental Indentures supplementing the
        Original Indenture dated, respectively, September 1, 1948, April 1, 1949,
        December 1, 1950 and March 1, 1954 and has heretofore executed and delivered
        to
        The Chase Manhattan Bank, which on March 31, 1955, became the Trustee under
        the
        Original Indenture by virtue of the merger of The Chase National Bank of
        the
        City of New York into President and Directors of The Manhattan Company under
        the
        name of The Chase Manhattan Bank, the Fifth and the Sixth Supplemental
        Indentures dated, respectively, February 1, 1956, and May 1, 1958, supplementing
        the Original Indenture; and

       

      The
        Chase Manhattan
        Bank was converted into a national banking association under the name The
        Chase
        Manhattan Bank (National Association), effective September 23, 1965; and
        by
        virtue of said conversion the continuity of the business of The Chase Manhattan
        Bank, including its business of acting as corporate trustee, and its corporate
        existence, was not affected, so that The Chase Manhattan Bank (National
        Association) was vested with all the trusts, powers, discretion, immunities,
        privileges and all other matters as were vested in said The Chase Manhattan
        Bank
        under the Indenture (hereinafter defined), with like effect as if originally
        named as Trustee therein; and

       

      The
        Company has
        heretofore executed and delivered to The Chase Manhattan Bank (National
        Association) forty-one Supplemental Indentures dated, respectively, as follows:
        Seventh, August 1, 1967, Eighth, November 1, 1970, Ninth, August 1, 1972,
        Tenth,
        November 1, 1973, Eleventh, July 1, 1974, Twelfth, October 1, 1975, Thirteenth,
        June 1, 1976, Fourteenth, October 1, 1978, Fifteenth, September 1, 1979,
        Sixteenth, September 1, 1980, Seventeenth, October 1, 1980, Eighteenth, April
        1,
        1981, Nineteenth, November 1, 1981, Twentieth, June 1, 1982, Twenty-first,
        September 1, 1982, Twenty-second, April 1, 1983, Twenty-third, December 1,
        1983,
        Twenty-fourth, April 1, 1984, Twenty-fifth, October 15, 1984, Twenty-sixth,
        October 15, 1984, Twenty-seventh, August 1, 1985, Twenty-eighth, August 1,
        1985,
        Twenty-ninth, December 1, 1985, Thirtieth, March 1, 1986, Thirty-first, October
        15, 1987, Thirty-second, September 15, 1988, Thirty-third, June 15, 1989,
        Thirty-fourth, October 15, 1989, Thirty-fifth, May 15, 1990, Thirty-sixth,
        March
        1, 1991, Thirty-seventh, May 1, 1992, Thirty-eighth, August 1, 1992,
        Thirty-ninth, October 1, 1992, Fortieth, January 1, 1993, Forty-first, September
        15, 1994, Forty-second, May 1, 1995, Forty-third, June 1, 1995, Forty-fourth,
        July 14, 1995, Forty-fifth, July 15, 1995, Forty-sixth, June 15, 1997 and
        Forty-seventh, August 1, 1997 supplementing the Original Indenture;
        and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        Chase Manhattan
        Bank (National Association), Successor Trustee, was merged on July 1, 1996,
        with
        and into Chemical Bank, a New York banking corporation, which changed its
        name
        to The Chase Manhattan Bank, and which became the Trustee under the Original
        Indenture by virtue of such merger; and 

       

      The
        Company has
        heretofore executed and delivered to The Chase Manhattan Bank four Supplemental
        Indentures dated as follows: Forty-eighth, June 1, 1998, Forty-ninth, January
        15, 2000, Fiftieth, May 1, 2000 and Fifty-first, September 1, 2000 supplementary
        to the Original Indenture; and 

       

      The
        Chase Manhattan
        Bank changed its name to JPMorgan Chase Bank on November 10, 2001;
        and

       

      The
        Company has
        heretofore executed and delivered to JPMorgan Chase Bank, N.A. the Fifty-second
        Supplemental Indenture dated as of October 1, 2002, the Fifty-third Supplemental
        Indenture dated as of April 1, 2003 and the Fifty-fourth Supplemental Indenture
        dated as of September 1, 2004 supplementary to the Original Indenture (the
        Original Indenture, all the aforementioned Supplemental Indentures, this
        Fifty-fifth Supplemental Indenture and any other indentures supplemental
        to the
        Original Indenture are herein collectively called the “Indenture” and this
        Fifty-fifth Supplemental Indenture is hereinafter called this “Supplemental
        Indenture”); and

       

      JPMorgan
        Chase Bank
        was converted into a national banking association under the name JPMorgan
        Chase
        Bank, N.A., effective November 13, 2004; and by virtue of said conversion
        the continuity of the business of JPMorgan Chase Bank, including its business
        of
        acting as corporate trustee, and its corporate existence, was not affected,
        so
        that JPMorgan Chase Bank, N.A. was vested with all the trusts, powers,
        discretion, immunities, privileges and all other matters as were vested in
        said
        JPMorgan Chase Bank under the Indenture, with like effect as if originally
        named
        as Trustee therein; and

       

      The
        Company
        covenanted in and by the Original Indenture to execute and deliver such further
        instruments and do such further acts as may be necessary or proper to carry
        out
        more effectually the purposes of the Original Indenture and to make subject
        to
        the lien thereof property acquired after the execution and delivery of the
        Original Indenture; and

       

      Under
        Article 3 of
        the Original Indenture, the Company is authorized to issue additional bonds
        upon
        the terms and conditions expressed in the Original Indenture; and

       

      The
        Company has
        determined to create pursuant to the provisions of the Indenture a new series
        of
        first mortgage bonds (the “Bonds of this Series”), to be pledged as security for
        the payment of certain obligations undertaken by the Company in connection
        with
        the issuance by the Beaver County Industrial Development Authority (the
“Authority”) of $45,000,000 aggregate principal amount of the Authority’s
        Pollution Control Revenue Refunding Bonds, Series 2005-A (The Toledo Edison
        Company Project) on behalf of the Company (the “Revenue Bonds”), with such Bonds
        of this Series to have the denominations, rate of interest, date of maturity,
        redemption provisions and other provisions and agreements in respect thereof
        as
        in this Supplemental Indenture set forth; and

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      The
        Bonds of this
        Series are to be limited in aggregate principal amount to $45,000,000 and
        are to
        be delivered to J.P. Morgan Trust Company, National Association, as trustee
        (hereinafter called the “Revenue Bond Trustee”), under the Trust Indenture (the
“Revenue Bond Indenture”) dated as of April 1, 2005 between the Authority and
        the Revenue Bond Trustee; and

       

      The
        Company, by
        appropriate corporate action, has duly resolved and determined to execute
        this
        Supplemental Indenture for the purpose of providing for the creation of the
        Bonds of this Series and of specifying the form, provisions and particulars
        thereof as in said Original Indenture, as amended, provided or permitted,
        including the issuance only of fully registered Bonds of this Series, and
        of
        giving to the Bonds of this Series the protection and security of the Indenture;
        and

       

      The
        text of the
        Bonds of this Series is to be substantially in the following form:

       

      


       

      [Form
        of Fully
        Registered Bond of this Series]

       

      This
        Bond is not
        transferable except (i) to a successor trustee under the Trust Indenture,
        dated
        as of April 1, 2005, between The Beaver County Industrial Development Authority
        and J.P. Morgan Trust Company, National Association, as trustee, referred
        to
        herein (ii) 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 or (iii) as may be necessary to comply with a final order of a
        court
        of competent jurisdiction in connection with any bankruptcy or reorganization
        proceeding of the Company.

       

      The
        Toledo
        Edison Company

       

      First
        Mortgage Bond, Pledge Series A of 2005 due 2035

       

      No.______                                                                                                                                                                        
$__________

       

      The
        Toledo Edison
        Company,
        an Ohio
        corporation (hereinafter called the Company), for value received, hereby
        promises to pay to _________________________________, or registered assigns,
        the
        principal sum of _______________________ dollars ($_________) or the aggregate
        unpaid principal amount hereof, whichever is less, on April 1, 2035, in any
        coin
        or currency of the United States of America which at the time of such payment
        shall be legal tender for the payment of public and private debts, and to
        pay
        interest on the unpaid principal amount hereof in like coin or currency to
        the
        registered owner hereof from the Initial Interest Accrual Date (hereinafter
        defined) at the rate specified in Article I of the Supplemental Indenture
        (hereinafter referred to), such interest to be payable on April 1 and October
        1
        in each year commencing on the April 1 or October 1 next succeeding the Initial
        Interest Accrual Date (hereinafter defined) (each such date herein called
        an
“interest payment date”), and on and until the date of maturity of this Bond,
        or, if this Bond shall be duly called for redemption, on and until the
        redemption date, or, if the Company shall default in the payment of the
        principal amount of this Bond, until the Company’s obligation with respect to
        the payment of such principal shall be discharged as provided in said Indenture.
        Except as hereinafter provided, this Bond shall bear interest from the Initial
        Interest Accrual Date (hereinafter defined) until the principal of this Bond
        has
        been paid or duly provided for. Principal of and interest on this Bond are
        payable at the office or agency of the Company in the City of Akron, State
        of
        Ohio.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      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.

       

      In
        Witness Whereof,
        The Toledo Edison Company has
        caused this
        Bond to be signed in its name by its President or a Vice-President and its
        corporate seal to be impressed or imprinted hereon and attested by its Corporate
        Secretary or an Assistant Corporate Secretary.

       

      
        	 	 	 
	 Dated:	THE
                TOLEDO EDISON COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Vice
                President


      

       

       

      Attest:

       

      ______________________________

      Corporate
        Secretary

       

      


       

      [FORM
        OF TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION]

       

      This
        Bond is one of
        the Bonds of the series designated herein, described in the within-mentioned
        Indenture.

       

      
        	 	 	 
	 	
                JPMORGAN
                  CHASE BANK, N.A.,

                 
                  AS
                  TRUSTEE

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Authorized
                Officer


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      [FORM
        OF
REVERSE
        OF
        BOND]

       

       

      The
        Toledo
        Edison Company

       

      First
        Mortgage Bond, Pledge Series A of 2005 due 2035

       

      This
        Bond is one of
        an issue of Bonds of the Company, known as its First Mortgage Bonds, issued
        and
        to be issued in one or more series under and equally and ratably secured
        (except
        as any sinking, amortization, improvement or other fund, established in
        accordance with the provisions of the Indenture hereinafter mentioned, may
        afford additional security for the Bonds of any particular series) by a certain
        Indenture of Mortgage and Deed of Trust, dated as of April 1, 1947 (hereinafter
        called the “Original Indenture”), made by the Company to The Chase National Bank
        of the City of New York (JPMorgan Chase Bank, N.A. (formerly known as The
        Chase
        Manhattan Bank), successor), as Trustee (hereinafter called the “Trustee”), and
        by certain indentures supplemental thereto, including the Fifty-fifth
        Supplemental Indenture dated as of April 1, 2005 (the Original Indenture
        and
        said indentures supplemental thereto herein collectively called the “Indenture”
        and said Fifty-fifth Supplemental Indenture hereinafter called the “Supplemental
        Indenture”), to which Indenture reference is hereby made for a description of
        the property mortgaged, the nature and extent of the security, the rights
        and
        limitations of rights of the Company, the Trustee, and the holders of said
        Bonds
        and of the coupons appurtenant to coupon Bonds, under the Indenture, and
        the
        terms and conditions upon which said Bonds are and are to be issued and secured,
        to all of the provisions of which Indenture and of all such supplemental
        indentures in respect of such security, including the provisions of the
        Indenture permitting the issue of Bonds of any series for property which,
        under
        the restrictions and limitations therein specified, may be subject to liens
        prior to the lien of the Indenture, the holder, by accepting this Bond, assents.
        To the extent permitted by and as provided in the Indenture, the rights and
        obligations of the Company and of the holders of said Bonds and coupons
        (including those pertaining to any sinking or other fund) may be changed
        and
        modified, with the consent of the Company, by the holders of at least 75%
        in
        aggregate principal amount of the Bonds then outstanding, such percentage
        being
        determined as provided in the Indenture; provided,
however,
        that in case such
        changes and modifications affect one or more but less than all series of
        Bonds
        then outstanding, they shall be required to be adopted only by the affirmative
        vote of the holders of at least 75% in aggregate principal amount of outstanding
        Bonds of such one or more series so affected; and further
        provided,
        that without the
        consent of the holder hereof no such change or modification shall be made
        which
        will extend the time of payment of the principal of, or of the interest or
        premium, if any, on this Bond or reduce the principal amount hereof or the
        rate
        of interest or the premium, if any, hereon, or effect any other modification
        of
        the terms of payment of such principal or interest, or premium, if any, or
        will
        permit the creation of any lien ranking prior to or on a parity with the
        lien of
        the Indenture on any of the mortgaged property, or will deprive the holder
        hereof of the benefit of a lien upon the mortgaged property for the security
        of
        this Bond, or will reduce the percentage of Bonds required for the adoption
        of
        changes or modifications as aforesaid.

       

      This
        Bond is one of
        a series of Bonds designated as the First Mortgage Bonds, Pledge Series A
        of
        2005 due 2035, of the Company (herein called the “Bonds of this Series”)
        limited, except as otherwise provided in the Indenture, in aggregate principal
        amount to $45,000,000, and is issued under and secured by the Supplemental
        Indenture.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      The
        Bonds of this
        Series have been issued by the Company to J.P. Morgan Trust Company, National
        Association, as trustee (such trustee and any successor trustee being
        hereinafter referred to as the “Revenue Bond Trustee”) for $45,000,000 aggregate
        principal amount of the Pollution Control Revenue Refunding Bonds, Series
        2005-A
        (The Toledo Edison Company Project) (the “Revenue Bonds”) issued on behalf of
        the Company by the Beaver County Industrial Development Authority (the
“Authority”) and under the Trust Indenture, dated as of April 1, 2005 (the
“Revenue Bond Indenture”), between the Authority and the Revenue Bond Trustee to
        secure the payment of the principal of and interest on the Revenue Bonds.
        

       

      If
        and when the
        principal of any Revenue Bonds is paid, then there is deemed to be paid a
        principal amount of the Bonds of this Series then outstanding which bears
        the
        same ratio to the aggregate principal amount of Bonds of this Series then
        outstanding as the aggregate principal amount of the Revenue Bonds so paid
        bears
        to the aggregate principal amount of the Revenue Bonds outstanding immediately
        before such payment; provided, however, that such payment of Bonds of this
        Series is deemed to be made only when and to the extent that notice of such
        payment of such Revenue Bonds is given by the Company to the
        Trustee.

       

      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, but only if the Trustee
        shall receive written advice from the Revenue Bond Trustee stating that the
        principal amount of all the Revenue Bonds then outstanding under the Revenue
        Bond Indenture has been declared due and payable pursuant to the provisions
        of
        Section 11.02 of the Revenue Bond Indenture, specifying the date of the
        accelerated maturity of such Revenue Bonds and the date or dates from which
        interest on the Revenue Bonds issued under the Revenue Bond Indenture has
        then
        accrued and is unpaid (specifying the rate or rates of such accrual and the
        principal amount of the particular Revenue Bonds to which such rates apply),
        stating such declaration of maturity has not been annulled and demanding
        payment
        of the principal amount 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 Revenue Bond Trustee, as sole
        holder
        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. Upon
        mailing of notice of redemption (or if the requirement for such notice is
        waived, upon receipt of the aforesaid written advice), the earliest date
        from
        which unpaid interest on the Revenue Bonds has then accrued (as specified
        by the
        Revenue Bond Trustee) shall become the initial interest accrual date (the
        “Initial Interest Accrual Date”) with respect to the Bonds of this Series;
        provided, however, on any demand for payment of the principal amount thereof
        at
        maturity as a result of the principal of the Revenue Bonds becoming due and
        payable on the maturity date of the Bonds of this Series, the earliest date
        from
        which unpaid interest on the Revenue Bonds has then accrued shall become
        the
        Initial Interest Accrual Date with respect to the Bonds of this Series, such
        date, together with each other different date from which unpaid interest
        on the
        Revenue Bonds has then accrued, to be as stated in a written notice from
        the
        Revenue Bond Trustee to the Trustee, which notice shall also specify the
        rate or
        rates of such accrual and the principal amount of the particular Revenue
        Bonds
        to which such rate or rates apply. The aforementioned notice of redemption
        (or
        if the requirement for such notice is waived, such redemption) shall become
        null
        and void for all purposes under the Indenture (including the fixing of the
        Initial Interest Accrual Date with respect to the bonds of this series) upon
        receipt by the Trustee of written notice from the Revenue Bond Trustee of
        the
        annulment of the acceleration of the maturity of the Revenue Bonds then
        outstanding under the Revenue Bond Indenture and 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 Revenue Bond Trustee
        or
        impair any right consequent on such subsequent written advice.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      Any
        redemption of
        the Bonds of this Series shall be made in accordance with the applicable
        provisions of Sections 5.02, 5.03, 5.04 and 5.06 of the Original Indenture,
        unless and to the extent waived in writing by the registered owner or owners
        of
        all Bonds of this Series and such waiver is filed with the Trustee.

       

      To
        the extent
        permitted by and as provided in the Indenture, the rights and obligations
        of the
        Company and of the holders of said Bonds and coupons (including those pertaining
        to any sinking or other fund) may be changed and modified, with the consent
        of
        the Company by the holders of at least 75% in aggregate principal amount
        of the
        Bonds then outstanding, such percentage being determined as provided in the
        Indenture; provided, however, that in case such changes and modifications
        affect
        one or more but less than all series of Bonds then outstanding, they shall
        be
        required to be adopted only by the affirmative vote of the holders of at
        least
        75% in aggregate principal amount of outstanding Bonds of such one or more
        series so affected; and further provided, that without the consent of the
        holder
        hereof no such change or modification shall be made which will extend the
        time
        of payment of the principal of or interest on this Bond or reduce the principal
        amount hereof or the rate of interest hereon, or affect any other modification
        of the terms of payment of such principal or interest or will permit the
        creation of any lien ranking prior to or on a party with the lien of the
        Indenture on any of the mortgaged property, or will deprive the holder hereof
        of
        the benefit of a lien upon the mortgaged property for the security of this
        Bond,
        or will reduce the percentage of Bonds required for the adoption of changes
        or
        modifications as aforesaid. 

       

      The
        principal of
        this Bond may be declared or may become due before the maturity hereof, on
        the
        conditions, in the manner and at the times set forth in the Indenture, upon
        the
        happening of a default as therein defined.

       

      The
        Bonds of this
        Series are not transferable except (i) to a successor trustee under the
        Authority Bond Indenture, (ii) in connection with the exercise of the rights
        and
        remedies of the holder hereof consequent upon a default, as defined in the
        Indenture or (iii) as may be necessary to comply with a final order of a
        court
        of competent jurisdiction in connection with any bankruptcy or reorganization
        proceeding of the Company. 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      Subject
        to the
        limitations provided in the Indenture and in Section 10 of Article I of the
        Supplemental Indenture, this Bond is transferable by the registered owner
        hereof, in person or by duly authorized attorney, on the books of the Company
        to
        be kept for that purpose at the office or agency of the Company in the Borough
        of Manhattan, The City of New York or the City of Akron, State of Ohio, upon
        surrender and cancellation of this Bond, and upon presentation of a duly
        executed written instrument of transfer, and thereupon a new fully registered
        bond or bonds of the same series, of the same aggregate principal amount
        and in
        authorized denominations will be issued to the transferee or transferees
        in
        exchange herefor; and this Bond, with or without others of the same series,
        may
        in like manner be exchanged for one or more new fully registered Bonds of
        this
        Series of other authorized denominations but of the same aggregate principal
        amount; all without charge except for any tax or taxes or other governmental
        charges incidental to such transfer or exchange and all subject to the terms
        and
        conditions set forth in the Indenture.

       

      From
        and after the
        Release Date (as defined in the Revenue Bond Indenture), all Bonds of this
        Series shall be deemed fully paid, satisfied and discharged and all obligations
        of the Company hereunder shall be terminated. Upon notification of the
        occurrence of the Release Date from the Company or the Trustee, each holder
        of
        the Bonds of this Series shall surrender such Bonds of this Series to the
        Trustee for cancellation, whereupon the Trustee shall cancel the
        same.

       

      No
        recourse under
        or upon any covenant or obligation of the Indenture, or of any indenture
        supplemental thereto, or of this Bond, for the payment of the principal of
        or
        the interest on this Bond, or for any claim based thereon, or otherwise in
        any
        manner in respect thereof, shall be had against any incorporator, subscriber
        to
        the capital stock, stockholder, officer or director, as such, of the Company,
        whether former, present or future, either directly or indirectly through
        the
        Company or any predecessor or successor corporation or the Trustee, by the
        enforcement of any subscription to capital stock, assessment or otherwise,
        or by
        any legal or equitable proceeding by virtue of any constitution, statute,
        or
        otherwise (including, without limiting the generality of the foregoing, any
        proceeding to enforce any claimed liability of stockholders of the Company
        based
        upon any theory of disregarding the corporate entity of the Company or upon
        any
        theory that the Company was acting as the agent or instrumentality of the
        stockholders), any and all such liability of incorporators, stockholders,
        subscribers, officers and directors, as such, being released by the holder
        hereof, by the acceptance of this Bond, and being likewise waived and released
        by the terms of the Indenture.

       

      This
        Bond shall not
        be valid or become obligatory for any purpose until the certificate of
        authentication endorsed hereon shall have been signed by JPMorgan Chase Bank,
        N.A. or its successor, as Trustee under the Indenture.

       

      [End
        of Form of Bond
        of this Series]

       

      All
        conditions and
        requirements necessary to make this Supplemental Indenture a valid, legal
        and
        binding instrument in accordance with its terms and to make the Bonds of
        this
        Series, when duly executed by the Company and authenticated and delivered
        by the
        Trustee, and duly issued, the valid, binding and legal obligations of the
        Company, have been done and performed, and the execution and delivery of
        this
        Supplemental Indenture have been in all respects duly authorized.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      Now,
        Therefore,
        This Supplemental Indenture Witnesseth:
        That The Toledo
        Edison Company, the Company herein named, in consideration of the premises
        and
        of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing
        and delivery of these presents, the receipt whereof is hereby acknowledged,
        does
        hereby covenant and agree to and with the Trustee and its successors in the
        trust under the Indenture, for the benefit of those who shall hold the bonds
        to
        be issued hereunder and thereunder, as hereinafter provided, as
        follows:

       

       

      
        
          
          

        

        
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      ARTICLE
        I

       

      Creation
        and
        Description of Bonds of 2005 Pledge Series A

       

      Section
        1.  A
        new series of
        bonds to be issued under and secured by the Indenture is hereby created,
        to be
        designated as First Mortgage Bonds, Pledge Series A of 2005 due 2035 (such
        bonds
        herein referred to as the “Bonds of this Series”). The Bonds of this Series
        shall be limited to an aggregate principal amount of $45,000,000, excluding
        any
        Bonds of this Series which may be authenticated in exchange for or in lieu
        of or
        in substitution for or on transfer of other Bonds of this Series pursuant
        to any
        provisions of the Original Indenture or of this Supplemental Indenture. The
        Bonds of this Series shall be substantially in the form hereinbefore recited
        and
        shall be executed, authenticated and delivered in accordance with the provisions
        of, and shall in all respects be subject to, all of the terms, conditions
        and
        covenants of the Indenture.

       

      Section
        2.  The
        Bonds of this
        Series shall be issued only as fully registered Bonds in the denominations
        of
        $1,000 or any higher multiple of $1.00.

       

      Section
        3.  The
        Bonds of this
        Series shall be dated the date of authentication, shall mature on April 1,
        2035,
        and shall bear interest from the time hereinafter provided at such rate per
        annum on each interest payment date hereinafter defined as shall cause the
        amount of interest payable on such Bonds of this Series to equal the amount
        of
        interest payable on the Revenue Bonds, such interest to be payable on April
        1
        and October 1 in each year commencing on the April 1 or October 1 next
        succeeding the Initial Interest Accrual Date (as defined in the form of Pledge
        Bond) (each such date hereinafter called an “interest payment date”) on and
        until maturity, or, in the case of any such 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 such 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.

       

      The
        Bonds of this
        Series shall be payable as to principal and interest at the agency of the
        Company in the City of Akron, State of Ohio, in any coin or currency of the
        United States of America which at the time of payment is legal tender for
        the
        payment of public and private debts.

       

      Except
        as
        hereinafter provided, each Bond of this Series shall bear interest from the
        Initial Interest Accrual Date (as defined in the form of Bond of this Series)
        until the principal of such Bond of this Series is paid or duly provided
        for.

       

      The
        interest
        payable on any interest payment date shall be paid to the respective persons
        in
        whose names the Bonds of this Series shall be registered at the close of
        business on the record date therefore, which shall be the 15th
        day next preceding
        such interest payment date, notwithstanding the cancellation of any such
        Bond
        upon any transfer or exchange thereof subsequent to such record date and
        prior
        to such interest payment date; provided, however, that, if and to the extent
        the
        Company shall default in the payment of the interest due on such interest
        payment date (other than an interest payment date that is a redemption date
        or
        maturity date), such defaulted interest shall be paid to the respective persons
        in whose names such outstanding Bonds of this Series are registered at the
        close
        of business on a date (the “Subsequent Record Date”) not less than 10 days nor
        more than 15 days next preceding the date of payment of such defaulted interest,
        such Subsequent Record Date to be established by the Company by notice given
        by
        mail by or on behalf of the Company to the registered owners of Bonds of
        this
        Series not less than 10 days next preceding such Subsequent Record Date.
        If any
        interest payment date should fall on a day that is not a business day, then
        such
        interest payment date shall be the next succeeding business day.

       

      
        
          
          

        

        
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      The
        interest rate
        on the Bonds of this Series shall be the same rate of interest per annum
        as is
        borne by the Revenue Bonds; provided, however, that if there are different
        rates
        of interest borne by the Revenue Bonds, or if interest is required to be
        paid on
        the Revenue Bonds more frequently than on each April 1 or October 1, the
        interest rate on the Bonds of this Series shall be the rate that results
        in the
        total amount of interest payable on an interest payment date, a redemption
        date
        or at maturity, as the case may be, or at any other time interest on the
        Bonds
        of this Series is due and payable, to be equal to the total amount of unpaid
        interest that has accrued on all then outstanding Revenue Bonds.

       

      Section
        4.  In
        the manner and
        subject to the limitations provided in the Indenture, Bonds of this Series
        may
        be exchanged for a like aggregate principal amount of Bonds of this Series
        of
        other authorized denominations, in either case without charge, except for
        any
        tax or taxes or other governmental charges incident to such transfer or
        exchange, at the office or agency of the Company in the Borough of Manhattan,
        The City of New York or the City of Akron, State of Ohio.

       

      Except
        as otherwise
        provided in Section 3 of this Article I with respect to the payment of interest,
        the Company, the agencies of the Company and the Trustee may deem and treat
        the
        person in whose name a Bond of this Series is registered as the absolute
        owner
        thereof for the purpose of receiving any payment and for all other
        purposes.

       

      Section
        5.  The
        Bonds of this
        Series shall be redeemable only to the extent provided in this Article II,
        subject to the provisions contained in Article V of the Indenture and the
        form
        of Bond of this Series.

       

      Section
        6.  Subject
        to the
        applicable provisions of the Indenture, written notice of redemption of Bonds
        of
        this Series pursuant to this Supplemental Indenture shall be given by the
        Trustee by mailing to each registered owner of such Bonds of this Series
        to be
        redeemed a notice of such redemption, postage prepaid, by registered mail,
        at
        its last address as it shall appear upon the books of the Company for the
        registration and transfer of such Bonds of this Series. Any notice of redemption
        shall be mailed at least thirty (30) days, but no more than sixty (60) days,
        prior to the redemption date.

       

      Section
        7.  If
        and when the
        principal of any Revenue Bonds shall be paid, then there shall be deemed
        to have
        been paid a principal amount of the Bonds of this Series then outstanding
        which
        bears the same ratio to the aggregate principal amount of Bonds of this Series
        then outstanding as the principal amount of the Revenue Bonds so paid bears
        to
        the aggregate principal amount of the Revenue Bonds outstanding immediately
        before such payment; provided, however, that such payment of Bonds of this
        Series shall be deemed to have been made only when and to the extent that
        notice
        of such payment of the principal amount of such Revenue Bonds shall have
        been
        given by the Company to the Trustee. The Trustee may rely upon any such
        notification by the Company that such payment of Revenue Bonds has been so
        made.

       

      
        
          
          

        

        
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      Section
        8.  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, as stated in the form
        of the
        Bond of this Series hereinabove set forth. The Bonds of this Series shall
        not
        otherwise be subject to redemption by the Company prior to
        maturity.

       

      Section
        9.  From
        and after the
        Release Date (as defined in the Revenue Bond Indenture), all Bonds of this
        Series shall be deemed fully paid, satisfied and discharged and all obligations
        of the Company thereunder shall be terminated. Upon notification of the
        occurrence of the Release Date from the Company or the Trustee, each holder
        of
        Bonds of this Series shall surrender such Bonds of this Series to the Trustee
        for cancellation, whereupon the Trustee shall cancel the same. 

       

      Section
        10.  Bonds
        of this
        Series shall not be transferable except (i) to a successor to the Revenue
        Bond
        Trustee under the Revenue Bond Indenture, (ii) 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 (iii) as
        may be necessary
        to comply with a final order of a court of competent jurisdiction in connection
        with any bankruptcy or reorganization proceeding of the Company.


       

       

      ARTICLE
        II

       

      The
        Trustee

       

      Section
        1.  The
        Trustee accepts
        the trusts created by this Supplemental Indenture upon the terms and conditions
        in the Original Indenture and in this Supplemental Indenture set forth. The
        recitals in this Supplemental Indenture are made by the Company only and
        not by
        the Trustee. Each and every term and condition contained in Article 13 of
        the
        Original Indenture shall apply to this Supplemental Indenture with the same
        force and effect as if the same were herein set forth in full, with such
        omissions, variations and modifications thereof as may be appropriate to
        make
        the same conform to this Supplemental Indenture.

       

      Section
        2.  For
        purposes of
        this Supplemental Indenture (a) the Trustee may conclusively rely and shall
        be
        protected in acting upon a written certificate of the Revenue Bond Trustee
        as to
        the interest rate of, interest payment dates of and basis on which interest
        is
        computed for, the respective Revenue Bonds, with respect to payments under
        the
        respective Revenue Bonds and with respect to the existence of the Release
        Date,
        or any officer’s certificate or opinion of counsel, as to the truth of the
        statements and the correctness of the opinions expressed therein, without
        independent investigation or verification thereof, subject to Article 13
        of the
        Indenture and (b) a written certificate of the Revenue Bond Trustee shall
        mean a
        written certificate executed by the president, any vice president or any
        authorized officer of such Revenue Bond Trustee.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      Section
        3.  The
        Company shall
        cause any agency of the Company, other than the Trustee, which it may appoint
        from time to time to act as such agency in respect of the Bonds of this Series,
        to execute and deliver to the Trustee an instrument in which such agency
        shall:

       

      (a)  Agree
        to keep and
        maintain, and furnish to the Trustee from time to time as reasonably requested
        by the Trustee, appropriate records of all transactions carried out by it
        as
        such agency and to furnish the Trustee such other information and reports
        as the
        Trustee may reasonably require;

       

      (b)  Certify
        that it is
        eligible for appointment as such agency and agree to notify the Trustee promptly
        if it shall cease to be so eligible; and

       

      (c)  Agree
        to indemnify
        the Trustee, in a manner satisfactory to the Trustee, against any loss,
        liability or expense incurred by, and defend any claim asserted against,
        the
        Trustee by reason of any acts or failures to act as such agency, except for
        any
        liability resulting from any action taken by it at the specific direction
        of the
        Trustee;

       

      provided,
        however,
        that the Company, in lieu of causing any such agency to furnish such an
        instrument, may make such other arrangements with the Trustee in respect
        of any
        such agency as shall be satisfactory to the Trustee.

       

      Section
        4.  The
        Trustee shall
        advise the Company in writing of the receipt of any notification provided
        for
        pursuant to the redemption provisions contained in the respective forms of
        the
        Bonds of this Series hereinabove set forth and Section 8 of Article I of
        this
        Supplemental Indenture.

       

       

      ARTICLE
        III

       

      Miscellaneous
        Provisions

       

      Section
        1.  The
        Original
        Indenture, as heretofore supplemented, is in all respects ratified and
        confirmed, and the Original Indenture, this Supplemental Indenture and all
        other
        indentures supplemental to the Original Indenture shall be read, taken and
        construed as one and the same instrument. Neither the execution of this
        Supplemental Indenture nor anything herein contained shall be construed to
        impair the lien of the Indenture on any of the property subject thereto,
        and
        such lien shall remain in full force and effect as security for all bonds
        now
        outstanding or hereafter issued under the Indenture. All covenants and
        provisions of the Original Indenture, except as modified by this Supplemental
        Indenture and all other indentures supplemental to the Original Indenture,
        shall
        continue in full force and effect for the respective periods of time therein
        specified, and this Supplemental Indenture shall form part of the Indenture.
        All
        terms defined in Article 1 of the Original Indenture shall, for all purposes
        of
        this Supplemental Indenture, have the meanings in said Article 1 specified,
        except as modified by this Supplemental Indenture and all other indentures
        supplemental to the Original Indenture and unless the context otherwise
        requires.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      Section
        2.  This
        Supplemental
        Indenture may be simultaneously executed in any number of counterparts, and
        all
        said counterparts executed and delivered, each as an original, shall constitute
        but one and the same instrument.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      In
        Witness
        Whereof,
        The Toledo Edison
        Company has caused its corporate name to be hereunto affixed and this instrument
        to be signed by its President or a Vice President and its corporate seal
        to be
        hereunto affixed and attested by its Corporate Secretary or an Assistant
        Corporate Secretary for and in its behalf and JPMorgan Chase Bank, N.A.,
        as
        Trustee, in evidence of its acceptance of the trust hereby created, has caused
        its corporate name to be hereunto affixed, this instrument to be signed by
        its
        President or a Vice President and its corporate seal to be hereunto affixed
        and
        attested by its Secretary or an Assistant Secretary or any other authorized
        officer for and on its behalf, all as of the day and year first above
        written.

       

      
        	 	 	 
	 	THE
                TOLEDO EDISON COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Harvey
                  L.
                  Wagner, Vice President

                and
                  Controller

              


      

       

       

      [Seal]

       

      
        	 	 	 	 
	Attest: 	 	 	 
	
                

              	 	 	
              
	David
                W.
                Whitehead, Corporate Secretary	 	 	 


      

       

      Signed,
        sealed and
        acknowledged on behalf of

                      
        The Toledo Edison Company

                       
        in the presence of

       

                 
        ______________________________

      Richard
        L.
        Anthony

       

                 
        ______________________________

      Edward
        J.
        Morgan

       

      As
        witnesses


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      
        	 	 	 
	 	
                JPMORGAN
                  CHASE BANK, N.A.,

                 
                  AS TRUSTEE

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	______________________,
                Vice President


      

       

      Attest: 
         ____________________________________

       ____________________,
        Trust Officer

       

      Signed,
        sealed and
        acknowledged on behalf of

                         
        JPMorgan Chase Bank, N.A.

                         
        in the presence of

       

      _______________________________                                                                                                                 
        [Seal]

      Print
        Name:

       

                 
        ___________________________

      Print
        Name:

       

      As
        witnesses


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      State
        of
        Ohio              
        )

                                       
        )ss.:

      County
        of
        Summit        )

       

      On
        this ___ day of
April,
        2005,
        before me personally appeared Harvey L. Wagner and David W. Whitehead to
        me
        personally known, who being by me severally duly sworn, did say that they
        are a
        Vice President and Controller and the Corporate Secretary, respectively,
        of The
        Toledo Edison Company, that the seal affixed to the foregoing instrument
        is the
        corporate seal of said corporation and that said instrument was signed and
        sealed in behalf of said corporation by authority of its Board of Directors;
        and
        said officers severally acknowledged said instrument to be the free act and
        deed
        of said corporation.

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	                                                                                             
                
	 	
                

                                                                                        
                [SEAL]
	 	
                Susie
                  M.
                  Hoisten, Notary Public

                Residence -Summit
                  County

                State Wide Jurisdiction,
                  Ohio

                My Commission Expires
                  December 9, 2006

              


      

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      State
        of New
        York       )

                                      
        )ss.:

      County
        of New
        York    )

       

      On
        this ___ day of
        April, 2005, before me personally appeared _____________ and _____________
        to me
        personally known, who being by me severally duly sworn, did say that they
        are a
        Vice President and a Trust Officer, respectively, of JPMorgan Chase Bank,
        N.A.,
        that the seal affixed to the foregoing instrument is the corporate seal of
        said
        Corporation and that said instrument was signed and sealed in behalf of said
        a
        Corporation by authority of its Board of Directors; and said officers severally
        acknowledged said instrument to be the free act and deed of said
        Corporation.

       

                                              
        ___________________________________ [Seal]

      Notary
        Public

       

      This
        instrument was
        prepared by:

       

      FirstEnergy
        Corp.

      76
        South Main Street

      Akron,
        Ohio
        44308

      


      
        
          
          

        

        
          18