EIGHTH SUPPLEMENTAL INDENTURE

 

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                               OHIO EDISON COMPANY

 

                                      with

                              THE BANK OF NEW YORK,

 

                                               As Trustee

 

                                   ----------

 

 

 

                         SEVENTH SUPPLEMENTAL INDENTURE

 

 

                        Providing among other things for

 

                                 MORTGAGE BONDS

 

                        Guarantee Series A of 2003 due 2033

                       Guarantee Series B of 2003 due 2033

 

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                            Dated as of March 1, 2003

 

 

 

 

 

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         SUPPLEMENTAL   INDENTURE,   dated as of March 1, 2003 between OHIO EDISON

COMPANY,   a corporation   organized   and existing   under the laws of the State of

Ohio   (hereinafter   called the   "Company")   and THE BANK OF NEW YORK,   a banking

corporation   organized and existing   under the laws of the State of New York, as

Trustee under the Indenture hereinafter referred to.

 

         WHEREAS,   the Company has heretofore executed and delivered to THE BANK

OF NEW YORK, as Trustee   (hereinafter   called the "Trustee"),   a certain General

Mortgage   Indenture   and Deed of Trust,   dated as of January 1, 1998,   to secure

bonds of the Company,   issued and to be issued in series,   from time to time, in

the manner and subject to the conditions set forth in the said Indenture,   which

Indenture as heretofore and hereby   supplemented   is hereinafter   referred to as

the "Indenture"; and

 

         WHEREAS,   the Company,   by appropriate   corporate   action in conformity

with the terms of the Indenture, has duly determined to create two new series of

bonds under the   Indenture,   consisting of   $41,000,000   in aggregate   principal

amount to be designated as "Mortgage Bonds Guarantee   Series A of 2003 due 2033"

(hereinafter   sometimes   referred to as the "bonds of   Guarantee   Series A") and

$9,000,000 in aggregate   principal   amount to be   designated as "Mortgage   Bonds

Guarantee Series B of 2003 due 2033"   (hereinafter   sometimes referred to as the

"bonds of Guarantee   Series B" and,   with the bonds of   Guarantee   Series A, the

"bonds of the 2003 Guarantee Series"), 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 bonds below:

 

                      [FORM OF BOND OF GUARANTEE SERIES A]

 

         This bond is not transferable   except to a successor   trustee under the

Trust   Indenture   dated as of June 1, 1999   between   the Ohio Water   Development

Authority   and   J.P.   Morgan   Chase   Trust   Company,   National   Association,   as

successor trustee, or in connection with the exercise of the rights and remedies

of the holder   hereof   consequent   upon an "Event of   Default" as defined in the

Indenture referred to herein.

 

                               OHIO EDISON COMPANY

 

                MORTGAGE BOND GUARANTEE SERIES A OF 2003 DUE 2033

 

                                 Due June 1, 2033

 

$                                                                           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,   N.Y. or the City of Akron,   Ohio, on June 1, 2033 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 office or agency to the registered

 

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owner   hereof,   in like coin or   currency,   interest   thereon   from the   Initial

Interest   Accrual Date   (hereinbelow   defined) at the Revenue Bond Interest Rate

(hereinbelow   defined) per annum payable   semi-annually on June 1 and December 1

in each year   commencing on the June 1 or December 1 immediately   succeeding the

Initial Interest Accrual Date (as defined below) (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, N.Y. or in the City of Akron, Ohio.

 

         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 or her 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 or her

signature or a facsimile thereof.

 

         Dated:

 

                                          OHIO EDISON COMPANY,

 

 

                                          By:

                                             ------------------------------

                                                Title:

Attest:

 

-----------------------------

Title:

 

 

                 [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

 

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

 

         This   bond   is one of the   bonds   of   the   series   designated   therein,

described in the within-mentioned Indenture.

 

                                          THE BANK OF NEW YORK,

                                                  as Trustee

 

 

                                          By:

                                              ------------------------------

                                                 Authorized Signatory

 

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                      [FORM OF BOND OF GUARANTEE SERIES A]

 

 

                                    [REVERSE]

 

 

                               OHIO EDISON COMPANY

 

 

                MORTGAGE BOND GUARANTEE SERIES A OF 2003 DUE 2033

 

         This   bond is one of an   issue of bonds   of the   Company,   issuable   in

series,   and is one of a   series   known   as its   Mortgage   Bonds   of the   series

designated in its title,   all issued and to be issued under and equally   secured

(except as to any money, obligations or other instruments,   or earnings thereon,

deposited   with the Trustee in accordance   with the   provisions of the Indenture

hereinafter   mentioned   for the   bonds of any   particular   series)   by a General

Mortgage Indenture and Deed of Trust,   dated as of January 1, 1998,   executed by

the Company to The Bank of New York, as Trustee,   as amended and supplemented by

indentures    supplemental    thereto   to   which    Indenture   as   so   amended   and

supplemented   (herein   referred to as the   "Indenture")   reference is made for a

description of the property mortgaged and pledged,   the nature and extent of the

security,   the rights of the   holders of the bonds in   respect   thereof   and the

terms and conditions upon which the bonds are secured.

 

         The bonds of this series shall be redeemed in whole,   by payment of the

principal   amount   thereof plus accrued   interest   thereon,   if any, to the date

fixed for   redemption,   upon receipt by the Trustee of a written advice from the

trustee under the Trust   Indenture   (the "Revenue Bond   Indenture")   dated as of

June 1, 1999, between the Ohio Water Development Authority and J.P. Morgan Chase

Trust Company, National Association,   as successor trustee (such trustee and any

successor trustee being hereinafter   referred to as the "Revenue Bond Trustee"),

securing $41,000,000 of State of Ohio Pollution Control Revenue Refunding Bonds,

Series 1999-A (Ohio Edison Company   Project) which have been issued on behalf of

the Company (the "Revenue Bonds"),   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 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 hereof plus accrued

interest hereon to the date fixed for such   redemption.   The date fixed for such

redemption shall not be earlier than the date specified in the aforesaid written

advice   as the   date of the   accelerated   maturity   of the   Revenue   Bonds   then

outstanding   under the Revenue   Bond   Indenture   and not later than the 45th day

after   receipt by the   Trustee of such   advice,   unless such 45th day is earlier

than such date of accelerated maturity. The date fixed for such redemption shall

be specified in a notice of   redemption   to be given not less than 30 days prior

to the date so   fixed   for such   redemption.   Upon   mailing   of such   notice   of

redemption,   the 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 hereof 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

 

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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,   as to be 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   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 the rescission of the aforesaid   written advice prior to the redemption date

specified in such notice of redemption, and thereupon no redemption of the bonds

of this series and no payment in respect   thereof as specified in such notice of

redemption 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.

 

         Bonds   of this   series   are not   otherwise   redeemable   prior   to their

maturity.

 

         The "Revenue Bond Interest Rate" 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 June 1 or

December 1, the Revenue Bond Interest Rate 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 this bond

is due and payable,   to be equal to the total amount of unpaid interest that has

accrued on all then outstanding Revenue Bonds.

 

         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.

 

         Bonds   of   this   series   shall   be   deemed   to be   paid   and no   longer

outstanding under the Indenture to the extent the aggregate   principal amount of

bonds of this series exceeds the aggregate principal amount of the Revenue Bonds

outstanding   from time to time.   The   Trustee may rely on a   certificate   of the

Company to this effect.

 

         No   recourse   shall   be had   for the   payment   of the   principal   of or

premium, or interest if any, on this bond, or any part thereof, or for any claim

based   thereon   or   otherwise   in   respect   thereof,    or   of   the   indebtedness

represented   thereby,   or upon any   obligation,   covenant or agreement under the

Indenture, against any incorporator,   stockholder, officer or director, as such,

past,   present   or future of the   Company   or of any   predecessor   or   successor

corporation,   either   directly   or   through   the   Company   or a   predecessor   or

successor   corporation,   whether   by   virtue   of any   Constitutional   provision,

statute or rule of law, or by the   enforcement   of any   assessment or penalty or

otherwise,   all such   liability   of   incorporators,   stockholders,   officers and

 

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directors   being   released by the   registered   owner hereof by the acceptance of

this bond and being likewise waived and released by the terms of the Indenture.

 

         The bonds of this series are issuable only as a single   registered bond

without   coupons in a denomination   equal to the aggregate   principal   amount of

bonds   of this   series   outstanding.   If and to the   extent   this   bond   becomes

transferable,   the   registered   owner   hereof,   in   person or by   attorney   duly

authorized,   may effectuate such transfer at an office or agency of the Company,

in the Borough of Manhattan, The City of New York, N.Y. or in the City of Akron,

Ohio,   upon   surrender   and   cancellation   of   this   bond   and   thereupon   a new

registered bond or bonds of the same series for a like principal amount, will be

issued to the transferee in exchange therefor, as provided in the Indenture, and

upon payment,   if the Company shall require it, of the transfer   charges therein

prescribed.   The   Company and the