Unassociated Document


    Exhibit
      4.2

      


      


      


      
        
          

        



      


      


      


      


      


      OHIO
        EDISON
        COMPANY

      


      


      with

      


      


      


      THE
        BANK OF
        NEW YORK,

      As
        Trustee

      


      


      _______________________

      


      Eightieth
        Supplemental Indenture

      


      


      Providing
        among other things for

      


      First
        Mortgage Bonds

      


      Pledge
        Series C of 2005 due 2009

      


      


      _________

      


      


      Dated
        as of
        April 15, 2005

      


      


      


      
        
          

        



      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SUPPLEMENTAL
        INDENTURE,
        dated as of
        April 15, 2005 between Ohio
        Edison
        Company, a
        corporation
        organized and existing under the laws of the State of Ohio (hereinafter called
        the “Company”), party of the first part, and The
        Bank of New
        York,
        a banking corporation organized and existing under the laws of the State
        of New
        York, as Trustee under the Indenture hereinafter referred to, party of the
        second part.

       

      WHEREAS,
        the
        Company has heretofore executed and delivered to Bankers
        trust
        company
        (hereinafter
        called the “Old Trustee”), as trustee, a certain Indenture, dated as of
        August 1, 1930, to secure an issue of bonds of the Company, issued
        and to
        be issued in series, from time to time, in the manner and subject to the
        conditions set forth in the said Indenture; and the said Indenture has been
        supplemented by seventy nine supplemental indentures, which Indenture as
        so
        supplemented and to be hereby supplemented is hereinafter referred to as
        the
“Indenture”; 

       

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


       

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

       

      WHEREAS,
        the
        Company, by appropriate corporate action in conformity with the terms of
        the
        Indenture, has duly determined to create a new series of bonds under the
        Indenture, as the basis for the issuance of $258,672,750 in principal amount
        of
        a series of bonds designated Mortgage Bonds Guarantee Series C of
        2005 due
        2009 under the Company’s General Mortgage Indenture and Deed of Trust, dated as
        of January 1, 1998, to The Bank of New York, as Trustee, as
        heretofore
        supplemented and as to be supplemented by a Supplemental Indenture to be
        dated
        as of April 15, 2005 (as so supplemented, the “General Mortgage”),
        consisting of $258,672,750 in principal amount to be designated as “First
        Mortgage Bonds Pledge Series C of 2005 due 2009” (hereinafter sometimes
        referred to as the “bonds of Pledge Series C 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: 

       

      [Form
        of Bond of
        Pledge Series C of 2005]

       

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

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      OHIO
        EDISON
        COMPANY

       

      First
        Mortgage
        Bonds, Pledge Series C of 2005 Due 2009

       

      Due
        February 15,
        2009

       

      $                                                                                                                                                                       
            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 February
        15,
        2009 in any coin or currency of the United States of America which at the
        time
        of payment is legal tender for public and private debts, and to pay at said
        offices or agencies to the registered owner hereof, in like coin or currency,
        interest thereon from the Initial Interest Accrual Date (hereinbelow defined)
        at
        the rate per annum from time to time borne by the Mortgage Bonds, Guarantee
        Series C of 2005 due 2009 (the “Mortgage Bonds”) issued by the Company
        under the General Mortgage Indenture and Deed of Trust, dated as of
        January 1, 1998, as heretofore supplemented (the “General Mortgage”), by
        the Company to The Bank of New York, as trustee, on each February
        15 and
        August 15 commencing on the February 15 or August 15 immediately
        succeeding the Initial Interest Accrual Date (each such date herein referred
        to
        as an “interest payment date”) on and until maturity, or, in the case of any
        bonds of this series duly called for redemption, on and until the redemption
        date, or in the case of any default by the Company in the payment of the
        principal due on any bonds of this series, until the Company’s obligation with
        respect to the payment of the principal shall be discharged as provided in
        the
        Indenture referred to on the reverse hereof. Payments of principal of and
        interest on this bond shall be made at an office or agency of the Company
        in the
        Borough of Manhattan. The City of New York, New York or in
        the City of
        Akron, Ohio. Payment of principal of, or premium or interest on, the Mortgage
        Bonds shall, to the extent thereof, be deemed to satisfy and discharge the
        obligation of the Company, if any, to make a payment of principal, premium
        or
        interest, as the case may be, in respect of this bond which is then
        due.

       

      The
        provisions of
        this bond are continued on the reverse hereof and such continued provisions
        shall for all purposes have the same effect as though fully set forth at
        this
        place.

       

      This
        bond shall not
        become obligatory until The Bank of New York, the Trustee under the Indenture
        referred to on the reverse hereof, or its successor thereunder, shall have
        authenticated the form of certificate endorsed hereon.

       

      In
        witness whereof,
        Ohio Edison
        Company has caused this bond to be signed in its name by its President or
        a Vice
        President, by his signature or a facsimile thereof, and its corporate seal
        to be
        printed hereon, attested by its Corporate Secretary or an Assistant Corporate
        Secretary, by his signature or a facsimile thereof.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 Dated,	 	 
	 	OHIO
                EDISON COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title 


      

      


       

      
        	 Attest:	 	 	 
	 	 	 	 
	
                

              	 	 	
              
	Title
	 	 	 


      

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        [Form
          of Trustee’s
          Authentication Certificate]

      

      


      Trustee’s
        Authentication Certificate

      


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

       

      
        
          	 	 	 
	 	
                  THE
                    BANK OF NEW YORK,

                     
                    as
                    Trustee,

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	Authorized
                  Officer


        



      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      [Reverse
        of Form of
        Bond of Pledge Series C]

       

      OHIO
        EDISON
        COMPANY

       

      First
        Mortgage
        Bonds, Pledge Series C of 2005 Due 2009

       

      This
        bond is one of
        an issue of bonds of the Company, issuable in series, and is one of a series
        known as its First Mortgage Bonds of the series designated in its title,
        all
        issued and to be issued under and equally secured (except as to any sinking
        fund
        established in accordance with the provisions of the Indenture hereinafter
        mentioned for the bonds of any particular series) by an Indenture, dated
        as of
        August 1, 1930, executed by the Company to The Bank of New York, as
        Trustee
        (the “Trustee”), as amended and supplemented by indentures supplemental thereto,
        to which Indenture as so amended and supplemented (herein referred to as
        the
“Indenture”) reference is made for a description of the property mortgaged and
        pledged, the nature and extent of the security, the rights of the holders
        of the
        bonds in respect thereof and the terms and conditions upon which the bonds
        are
        secured.

       

      The
        Initial
        Interest Accrual Date for the bonds of this series shall be the date that
        interest begins to accrue on the Mortgage Bonds.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

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

       

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

       

      The
        bonds of this
        series are issuable only as registered bonds without coupons in denominations
        of
        $1.00. The Company and the Trustee may deem and treat the person in whose
        name
        this bond is registered as the absolute owner for the purpose of receiving
        payment of or on account of the principal and interest due hereon and for
        all
        other purposes. Registered bonds of this series shall be exchangeable at
        said
        offices or agencies of the Company for registered bonds of other authorized
        denominations having the same aggregate principal amount, in the manner and
        upon
        the conditions prescribed in the Indenture. Notwithstanding any provision
        of the
        Indenture, (a) neither the Company nor the Trustee shall be required
        to
        make transfers or exchanges of bonds of this series during the period between
        any interest payment date for such series and the record date next preceding
        such interest payment date, and (b) no charge shall be made upon any
        transfer or exchange of bonds of this series other than for any tax or taxes
        or
        other governmental charge required to be paid by the Company. 

       

      [end
        of form of
        bond of pledge series C of 2005]

       

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


       

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

       

      Whereas,
        all things
        necessary to make the bonds of Pledge Series C 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 have in all respects been duly
        authorized; and 

       

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

       

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

       

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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

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

       

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

       

      It
        is hereby covenanted, declared and agreed,
        by the Company,
        that all such bonds and coupons are to be issued, authenticated and delivered,
        and that all property subject or to become subject hereto is to be held,
        subject
        to the further covenants, conditions, uses and trusts in the Indenture set
        forth, and the parties hereto mutually agree as follows:

       

      SECTION
        1.  Bonds
        of Pledge
        Series C 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 per annum from time to time borne by the Mortgage Bonds
        referred to in said form. The bonds of Pledge Series C of 2005 shall
        be
        designated as the Company’s “First Mortgage Bonds Pledge Series C of 2005
        due 2009.” The bonds of Pledge Series C of 2005 shall bear interest from
        the Initial Interest Accrual Date (as defined in the form of the bond
        hereinabove set forth). Principal or redemption price of and interest on
        the
        bonds of Pledge Series C of 2005 shall be payable in any coin or currency
        of the United States of America which at the time of payment is legal tender
        for
        public and private debts, at an office or agency of the Company in the Borough
        of Manhattan, The City of New York, New York or in the City of Akron,
        Ohio.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

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

       

      SECTION
        2.  The
        bonds of Pledge
        Series C of 2005 are subject to mandatory redemption, in whole or in part,
        as
        the case may be, on each date that the Mortgage Bonds are to be redeemed.
        The
        principal amount of the bonds of Pledge Series C of 2005 to be redeemed on
        any
        such date shall be equal to the principal amount of Mortgage Bonds called
        for
        redemption on that date. All redemption of bonds of Pledge Series C of 2005
        shall be at 100 percent of the principal amount thereof, plus accrued interest
        to the redemption date. The bonds of Pledge Series C of 2005 are not otherwise
        redeemable prior to their maturity.

       

      Notwithstanding
        the
        foregoing, bonds of Pledge Series C of 2005 shall be deemed to be paid and
        no
        longer outstanding under the Indenture to the extent that Mortgage Bonds
        are
        paid or deemed to be paid and are no longer outstanding.

       

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

       

      SECTION
        3.  Bonds
        of Pledge
        Series C 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 hereinbefore recited. Bonds of Pledge
        Series C of 2005 shall be exchangeable for other registered bonds
        of the
        same series, in the manner and upon the conditions prescribed in the Indenture,
        and in the form of bond hereinbefore recited, upon the surrender of such
        bonds
        at said offices or agencies of the Company. However, notwithstanding the
        provisions of Section 14 or 15 of the Indenture, no charge shall be
        made
        upon any transfer or exchange of bonds of said series other than for any
        tax or
        taxes or other governmental charge required to be paid by the
        Company.

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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


      
        
          
          

        

        
          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
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
                

              
	 	
                Richard
                  H.
                  Marsh

                Senior Vice President
                  and

                Chief Financial
                  Officer

              


      

       

      [Seal]

       

      
        	 	 	 	 
	Attest:	 	 	 
	
                

              	 	 	
              
	
                David
                  W.
                  Whitehead

                Corporate
                  Secretary

              	 	 	
              


      

      


      Signed,
        Sealed and
        Acknowledged on behalf of

      Ohio
        Edison Company
in
        the
        presence of:

       

      
        
          	 	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	Richard
                  L.
                  Anthony	 	 	
                


        



      
        
          	 	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	George
                  J.
                  Andler	 	 	 


        




      
        
          
          

        

        
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                  THE
                    BANK OF NEW YORK,

                  as
                    Trustee

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	
                  Patricia
                    Gallagher

                  Vice
                    President

                


        

        


      

      [Seal]

       

      
        
          	 	 	 	 
	Attest:	 	 	 
	
                  

                	 	 	
                
	
                  Geovanni
                    Barris

                  Vice
                    President

                	 	 	 


        




      Signed,
        Sealed and
        Acknowledged on behalf of

      The
        Bank of New
        York in
        the presence
        of:

       

      
        
          	 	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	Ada
                  L.
                  Li	 	 	
                


        


        
          	 	 	 	 
	 	 	 	 
	
                  

                	 	 	
                
	Beata
                  Hryniewicka	 	 	
                


        




      
        
          
          

        

        
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      STATE
        OF
        OHIO                  
         )

      )
        ss.:

      COUNTY
        OF
        SUMMIT           
         )

       

       

      On
        the ___ day of April in the year 2005 before me, the undersigned, personally
        appeared Richard H. Marsh and David W. Whitehead, personally known to me
        or
        proved to me on the basis of satisfactory evidence to be the individuals
        whose
        names are subscribed to the within instrument and acknowledged to me that
        they
        executed the same in their capacity as Senior Vice President and Chief Financial
        Officer and Corporate Secretary, respectively, and that by their signatures
        on
        the instrument, the individuals, or the person or entity upon behalf of which
        the individuals acted, executed the instruments.

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                

              
	 	
                Susie
                  M.
                  Hoisten

                Notary Public

                Residence - Summit
                  County

                Statewide Jurisdiction,
                  Ohio

                My Commission Expires
                  December 9, 2006

              


      

       

      [SEAL]


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      STATE
        OF NEW
        YORK            
        )


      )
        ss.: 

      COUNTY
        OF NEW
        YORK          )

       

      On
        the ___ day of
        April in the year 2005 before me, the undersigned, personally appeared Patricia
        Gallagher and Geovanni Barris, each personally known to me or proved to me
        on
        the basis of satisfactory evidence to be the individuals whose names are
        subscribed to the within instrument and acknowledged to me that they executed
        the same in their capacity as Vice President and Vice President, respectively,
        of The Bank of New York, and that by their signatures on the instrument,
        the
        individuals, or the person or entity upon behalf of which the individuals
        acted,
        executed the instruments.

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	  	 
	 	
                

              
	 	
                William
                  J.
                  Cassels

                Notary Public, State
                  of New
                  York

                No. 01CA5027729

                Qualified in Bronx
                  County

                Commission expires
                  May 18,
                  2006

              


      

      


       

      [SEAL]


      
        
          
          

        

        
          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:  	 
	 	
                

              
	 	
                Patricia
                  Gallagher

                Vice
                  President 

              


      

      


       

      This
        instrument was
        prepared by FirstEnergy Corp.

       

      


      
        
          
          

        

        
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