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EXHIBIT 4(d)  


FORM OF EXCHANGE SENIOR NOTE DUE 2015  


        UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 





No.    R-1                                   
                                          
                                          
                                   $150,000,000.00
 


CUSIP
No.            


 
 

OHIO EDISON COMPANY
  5.45% EXCHANGE SENIOR NOTES DUE 2015    
    


        Ohio Edison Company, a corporation duly organized and existing under the laws of the State of Ohio (herein referred to as the "Company", which term includes any
successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of One Hundred Fifty
Million Dollars ($150,000,000.00) on May 1, 2015 (the "Maturity Date"), and to pay interest on said principal sum, semiannually on May 1 and November 1 of each year (each an
"Interest Payment Date") at the rate of five and four hundredths per
centum (5.45%) per annum until the principal hereof is paid or made available for payment. Interest on the Securities of this series will accrue from April 21, 2003, to November 1, 2003,
and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if
made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day immediately preceding
the corresponding Interest Payment Date; provided, however, that if the Securities of this series are not held by a securities depositary in book entry only form, the Regular Record Date will be the
close of business on the 15th calendar day next preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to whom
principal is payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the
Indenture referred to on the reverse hereof. 


        Payment
of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York,
the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the
option of the Company, interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to
an account designated by the person entitled thereto; and provided further, that so long as the Securities of this series are registered in the name of The Depository Trust Company or a nominee
thereof, all payments of principal and interest in respect of the Securities of this series will be made in immediately available funds. 



        Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place. 


        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 






        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



	 	 	OHIO EDISON COMPANY
	

 	
 	
By:	

 
	 	 	 	

	

ATTEST:	
 	

 	

 
	

	
 	

 	

 







 
 

CERTIFICATE OF AUTHENTICATION    
    


Dated:                        ,
2003 


        This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 



	 	 	THE BANK OF NEW YORK,
 as Trustee
	

 	
 	

By:	

 
	 	 	 	
 Authorized Signatory









 
 

[REVERSE OF NOTE]    
    


        This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under
an Indenture, dated as of April 1, 2003 (herein, together with any amendments thereto, called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the
Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the
Board Resolutions and Officer's Certificate filed with the Trustee on April 21, 2003 creating the series designated on the face hereof, for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. 


        The
Securities of this series shall be redeemable, as a whole or in part, at the Company's option, at any time or from time to time, at least 30 days, but not more than
60 days, prior notice mailed to the registered address of each on Holder of the Securities of this series to be redeemed at a redemption price equal to the greater of (1) 100% of the
principal amount of the Securities to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date, on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as defined below) and twenty-five
(25) basis points. In each case accrued interest will be payable to the redemption date. 


        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 


        "Comparable
Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities
of this series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities. 


        "Comparable
Treasury Price" means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does not contain
such prices on such Business Day, (a) the average of the Reference Treasury Dealer Quotations for such redemption date or (b) if the Trustee obtains only one Reference Treasury Dealer
Quotation, such quotation. 


        "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. 


        "Reference
Treasury Dealer" means each of Barclays Capital Inc. and Citigroup Global Markets Inc. and their respective successors. If either of the foregoing shall cease to
be a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the Company shall substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer. 


        "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding such redemption date. 


        "Remaining
Scheduled Payments" means, with respect to the Securities of this series to be redeemed, the remaining scheduled payments of principal of and interest on such Securities of
this 








series
that would be due after the related redemption date but for such redemption. If such redemption date is not an interest payment date with respect to such Securities of this series, the amount
of the next succeeding scheduled interest payment on such Securities of this series will be reduced by the amount of interest accrued on such Securities of this series to such redemption date. 


        On
and after the redemption date, interest will cease to accrue on the Securities of this series or any portion of such Securities called for redemption (unless the Company defaults in
the payment of the redemption price and accrued interest). On or before the redemption date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the redemption price
of and accrued interest on the Securities of this series to be redeemed on such date. If less than all the Securities of this series are to be redeemed, the Securities of this series to be redeemed
shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. 



        Any
notice of redemption for Securities of this series may state that such redemption shall be conditional upon the receipt by the Paying Agent or Agents for the Securities of this
series to be redeemed, on or prior to the date fixed for such redemption, of money sufficient to pay the redemption price on such Securities of this series and that if such money shall not have been
so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities of this series. 


        Upon
payment of the redemption price, interest will cease to accrue on and after the applicable redemption date on the Securities of this series or portions thereof called for
redemption. 


        The
Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture. 


        If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security. 


        As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred
and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and
be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due
dates expressed herein. 








        No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 


        The
Indenture and the Securities of this series shall be governed by and construed in accordance with the laws of the State of New York. 


        The
Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized
denominations, as requested by the Holder surrendering the same. 


        No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 



        All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 









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OHIO EDISON COMPANY 5.45% EXCHANGE SENIOR NOTES DUE 2015

CERTIFICATE OF AUTHENTICATION

[REVERSE OF NOTE]