Eightieth Supplemental Indenture

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.

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.

Trustee’s Authentication Certificate

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

[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.

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 exc