OHIO EDISON CO, S-3, 1995-08-10

OHIO EDISON CO
S-3, 1995-08-10
ELECTRIC SERVICES

Previous: OGDEN CORP, 10-Q, 1995-08-10

Next: OKLAHOMA GAS & ELECTRIC CO, 10-Q, 1995-08-10

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1995

Registration Nos. 33- and 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<TABLE>
<S> <C>
OHIO EDISON COMPANY OHIO EDISON FINANCING TRUST
------------------- -------------------------
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)

OHIO DELAWARE
---------------------------- ---------------------------
(State or Other Jurisdiction (State or Other Jurisdiction
of Incorporation or of Incorporation or
Organization) Organization)
34-0437786 To Be Applied For
------------------- -------------------
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
</TABLE>

76 SOUTH MAIN STREET, AKRON, OHIO 44308
----------------------------------------
(Address of Principal Executive Offices)

Registrants' Telephone Number Including Area Code: (216) 384-5100

------------------------
N. C. BRINK
SECRETARY
76 SOUTH MAIN STREET
AKRON, OHIO 44308
(216) 384-5504
---------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)

------------------------
<PAGE> 2

The Commission is requested to mail signed copies of all orders,
notices and communications to:

<TABLE>
<S> <C>
J.H. BYINGTON, JR. VINCENT PAGANO, JR.
WINTHROP, STIMSON, PUTNAM & ROBERTS SIMPSON THACHER & BARTLETT
ONE BATTERY PARK PLAZA 425 LEXINGTON AVENUE
NEW YORK, N.Y. 10004-1490 NEW YORK, N.Y. 10017-3909
</TABLE>

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

Approximate date of commencement of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE
OF THIS REGISTRATION STATEMENT.
------------------------------------------------------------

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM AGGREGATE PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT BEING OFFERING PRICE OFFERING PRICE AMOUNT OF
BEING REGISTERED REGISTERED (1) PER UNIT (2) (2)(3) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ohio Edison Financing Trust
[____]% Trust Preferred Capital
Securities, Series A . . . . . . 4,600,000 Preferred $25.00 $115,000,000 $39,660
Securities
-------------------------------------------------------------------------------------------------------------------
Ohio Edison Company Guarantee
with respect to Ohio Edison
Financing Trust [____]% Trust
Preferred Capital Securities,
Series A(4) . . . . . . . . . . .
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3

<TABLE>
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ohio Edison Company [____]%
Junior Subordinated Debentures,
Series A, Due 2025(5) . . . . . .

Total . . . . . . . . . . 4,600,000 Preferred $25.00 $115,000,000 $39,660
Securities
==========================================================================================================
</TABLE>

(1) Includes 600,000 Preferred Securities issuable upon the exercise of
the Underwriters' option to purchase Preferred Securities solely to
cover over-allotments, if any.

(2) Assumed solely for the purpose of calculating the registration fee.

(3) Exclusive of accrued distributions, if any.

(4) No separate consideration will be received for Ohio Edison Company
Guarantee.

(5) The Junior Subordinated Debentures will be purchased by Ohio Edison
Financing Trust with the proceeds of the sale of the Preferred
Securities. No separate consideration will be received for the Junior
Subordinated Debentures.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

<PAGE> 4

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.

PRELIMINARY PROSPECTUS
(Subject to Completion, Issued August 10, 1995)

4,000,000 PREFERRED SECURITIES

OHIO EDISON FINANCING TRUST

[____]% TRUST PREFERRED CAPITAL SECURITIES,
SERIES A

(Liquidation Amount $25 per Preferred Security)
guaranteed to the extent the Issuer has funds as set forth herein by

OHIO EDISON COMPANY

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

The [____]% Trust Preferred Capital Securities, Series A (the
"Preferred Securities"), representing the undivided beneficial trust interests
offered hereby, are being issued by Ohio Edison Financing Trust, a statutory
business trust formed under the laws of the State of Delaware (the "Issuer" or
the "Trust"). Ohio Edison Company, an Ohio corporation ("Ohio Edison"), is the
owner of the undivided beneficial trust interests represented by common
securities (the "Common Securities"; and together with the Preferred
Securities, the "Issuer Securities") issued by the Issuer. The Issuer exists
for the sole purpose of issuing its trust interests (represented by the
Preferred Securities and the Common Securities) and investing the proceeds
thereof in [____]% Junior Subordinated Debentures, Series A, Due 2025 (the
"Subordinated Debentures") issued by Ohio Edison. The trust interests
represented by the Preferred Securities will have a preference under certain
circumstances with respect to cash distributions and amounts payable on
liquidation, redemption or otherwise over the trust interests represented by
the Common Securities issued by the Issuer. See "Description of the Preferred
Securities -- Subordination of Common Securities."

Holders of the Preferred Securities will be entitled to
receive cumulative cash distributions accruing from the date of original
issuance and payable quarterly in arrears on the last

-1-
<PAGE> 5

day of March, June, September and December of each year, commencing
[__________], 1995, at the rate of [____]% per annum. Ohio Edison has the
right to defer payments of interest on the Subordinated Debentures by extending
the interest payment period thereon at any time for up to 20 consecutive
quarters (each an "Extension Period"). If interest payments are so deferred,
distributions on the Preferred Securities will also be deferred. During an
Extension Period, distributions will continue to accrue, and holders of
Preferred Securities will be required to accrue interest income for United
States Federal income tax purposes. See "Description of the Subordinated
Debentures -- Option to Extend Interest Payment Period" and "United States
Taxation -- Potential Extension of Interest Payment Period and Original Issue
Discount."

The payment of distributions, out of moneys held by the
Issuer, and payments on liquidation of the Issuer or the redemption of
Preferred Securities, as set forth below, are guaranteed to the extent set
forth herein by Ohio Edison (the "Guarantee"). See "Description of the
Guarantee". If Ohio Edison fails to make interest payments on the Subordinated
Debentures held by the Issuer, the Issuer will have insufficient funds to pay
distributions on the Preferred Securities. The Guarantee does not cover
payment of distributions when the Issuer does not have sufficient funds to pay
such distributions. In such event, the remedy of a holder of Preferred
Securities is to enforce the rights of the Issuer under the Subordinated
Debentures held by the Issuer. Ohio Edison's obligations under the Guarantee
are subordinate and junior in right of payment to all other liabilities of Ohio
Edison except any liabilities that may be made pari passu expressly by their
terms.

The Preferred Securities will be redeemed upon maturity of the
Subordinated Debentures. The Subordinated Debentures mature on ________,
2025, but the maturity date may be extended once only, for up to an additional
19 years at the option of Ohio Edison, provided certain conditions are met.
See "Description of the Subordinated Debentures -- Option to Extend Maturity
Date." The Subordinated Debentures are redeemable by Ohio Edison, in whole at
any time or in part from time to time, on or after _____, 2000, at a redemption
price equal to 100% of the principal amount of the Subordinated Debentures
being redeemed. If Ohio Edison redeems Subordinated Debentures, the Issuer
must redeem Issuer Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Subordinated Debentures so redeemed at
$25 per Preferred Security plus accrued and unpaid distributions thereon (the
"Redemption Price") to but excluding the date fixed for redemption. See
"Description of the Preferred Securities -- Mandatory Redemption."

In addition, upon the occurrence of a Special Event (as
defined herein) arising from a change in law or a change in legal
interpretation, unless the Subordinated Debentures are redeemed in the limited
circumstances described herein, the Issuer shall

-2-
<PAGE> 6

be dissolved, with the result that the Subordinated Debentures will be
distributed to the holders of the Preferred Securities, on a pro rata basis, in
lieu of any cash distribution. See "Description of the Preferred Securities --
Special Event Redemption or Distribution." In certain circumstances, Ohio
Edison will have the right to redeem the Subordinated Debentures, in whole but
not in part, in lieu of a distribution of the Subordinated Debentures by the
Issuer, which would result in the redemption by the Issuer of Issuer Securities
in the same amount on a pro rata basis. If the Subordinated Debentures are
distributed to the holders of the Preferred Securities, Ohio Edison will use
its best efforts to have the Subordinated Debentures listed on the New York
Stock Exchange or on such other exchange as the Preferred Securities are then
listed. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution" and "Description of the Subordinated Debentures."

The Subordinated Debentures are subordinated and junior in
right of payment to all Senior Indebtedness (as defined herein) of Ohio Edison.
As of June 30, 1995, Ohio Edison had approximately $3,546 million of principal
amount of indebtedness for borrowed money and capital lease obligations
constituting Senior Indebtedness. The terms of the Subordinated Debentures do
not limit Ohio Edison's ability to incur additional Senior Indebtedness. See
"Description of the Subordinated Debentures -- Subordination."

In the event of the liquidation of the Issuer, the holders of
the Preferred Securities will be entitled to receive for each Preferred
Security a liquidation amount of $25 plus accrued and unpaid distributions
thereon to the date of payment, subject to certain limitations. See
"Description of the Preferred Securities -- Liquidation Distribution Upon
Dissolution."

Application will be made to list the Preferred Securities on
the New York Stock Exchange.

The Preferred Securities will be represented by global
certificates registered in the name of The Depository Trust Company ("DTC") or
its nominee. Beneficial interests in the Preferred Securities will be shown
on, and transfers thereof will be effected only through, records maintained by
participants in DTC. Except as described herein, Preferred Securities in
certificated form will not be issued in exchange for the global certificates.
See "Description of Preferred Securities -- Book-Entry-Only Issuance -- The
Depository Trust Company."

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

SEE "RISK FACTORS" BEGINNING ON PAGE 13 HEREOF FOR CERTAIN
INFORMATION RELEVANT TO AN INVESTMENT IN THE PREFERRED SECURITIES.

-3-
<PAGE> 7

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

PRICE $25 PER PREFERRED SECURITY AND ACCRUED DISTRIBUTIONS, IF ANY

-4-
<PAGE> 8

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO THE
PUBLIC AND COMMISSION(2) ISSUER(3),(4)
----------------- --------------------- ---------------
<S> <C> <C> <C>
Per Preferred Security.......................... $25.00(1) (3) $25.00
Total .......................................... $100,000,000 (3) $100,000,000
</TABLE>

(1) Plus accrued distributions, if any from [__________], 1995.
(2) The Issuer and Ohio Edison have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933. See "Underwriting."
(3) In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Subordinated Debentures, the
Underwriting Agreement provides that Ohio Edison will pay to the
Underwriters, as compensation ("Underwriters' Compensation") for their
arranging the investment therein of such proceeds, $.[____] per
Preferred Security (or $[__________] in the aggregate); provided that
such compensation will be $[__________] per Preferred Security sold to
certain institutions. See "Underwriting".
(4) Expenses of the offering, which are payable by Ohio Edison, are
estimated to be $405,000.
(5) The Trust and Ohio Edison have granted the Underwriters an option for
30 days to purchase up to an additional 600,000 Preferred Securities
at the price to public per Preferred Security, solely to cover
over-allotments. Ohio Edison will pay Underwriters' Compensation in
the amounts per Preferred Security set forth in Note 3 with respect
to any such additional Preferred Securities. If such option is
exercised in full, the total Price to Public, Underwriting
Commission and Proceeds to the Issuer will be $[__________],
$[__________] and $[__________], respectively. See "Underwriting".

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

The Preferred Securities are offered, subject to prior sale,
when, as and if accepted by the Underwriters and subject to approval of certain
legal matters by Simpson Thacher & Bartlett, counsel for the Underwriters. It
is expected that delivery of the Preferred Securities will be made on or about
[__________], 1995 through the book-entry facilities of The Depository Trust
Company against payment therefor in immediately available funds.

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

Morgan Stanley & Co.
Incorporated

[__________], 1995

-5-
<PAGE> 9

No dealer, salesman or other person has been authorized to give any information
or to make any representations, other than those contained or incorporated by
reference in this Prospectus, in connection with the offering made by this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company or the Underwriters.
This Prospectus does not constitute an offer or a solicitation by any person in
any jurisdiction in which it is unlawful for such person to make such an offer
or solicitation. The delivery of this Prospectus at any time does not imply
that the information herein is correct as of any time subsequent to the date of
the Prospectus.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SUMMARY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
OHIO EDISON COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
FINANCING AND CONSTRUCTION PROGRAMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
OHIO EDISON FINANCING TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
DESCRIPTION OF THE PREFERRED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
DESCRIPTION OF THE GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
DESCRIPTION OF THE SUBORDINATED DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE SUBORDINATED DEBENTURES AND THE GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
UNITED STATES TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>

-6-
<PAGE> 10

AVAILABLE INFORMATION

Ohio Edison is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Ohio Edison may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 7 World Trade Center, New York, New York 10048. Copies of
such materials can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such material may also be inspected and copied at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, on which certain of Ohio Edison's securities are listed.

Ohio Edison and the Issuer have filed with the Commission a
registration statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement.

No separate financial statements of the Issuer are included
herein. Ohio Edison considers that such financial statements would not be
material to holders of the Preferred Securities because (i) all of the Common
Securities of the Issuer are owned by Ohio Edison, a reporting company under
the Exchange Act; (ii) the Issuer has no independent operations, but exists for
the sole purpose of issuing securities representing undivided beneficial
interests in the assets of the Issuer and investing the proceeds thereof in the
Subordinated Debentures (and engaging in those activities necessary, convenient
or incidental thereto); and (iii) the obligations of the Issuer under the
securities issued thereby, to the extent funds are available therefor, are
fully and unconditionally guaranteed to the extent set forth herein by Ohio
Edison.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

-7-
<PAGE> 11

The following documents filed by Ohio Edison with the
Commission pursuant to the Exchange Act are incorporated herein by reference:

1. Ohio Edison's Annual Report on Form 10-K for the year
ended December 31, 1994; and

2. Ohio Edison's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995.

All other documents filed by Ohio Edison pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of the filing of such documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

Ohio Edison will provide without charge to each person,
including a beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of any
and all of the documents which are incorporated herein by reference, other than
exhibits to such information (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies
should be directed to Ohio Edison Company, Investor Services, 76 South Main
Street, Akron, Ohio 44308, telephone number 1-800-736-3402. The information
relating to Ohio Edison contained in this document does not purport to be
comprehensive and should be read together with the information contained in the
incorporated documents.

Information relating to DTC and the book-entry only system is
based upon information furnished by DTC.

-8-
<PAGE> 12

SUMMARY INFORMATION

The following is qualified in its entirety by the information
and financial statements (including notes) appearing elsewhere herein and in
documents incorporated herein by reference.

General

The Preferred Securities represent undivided beneficial
interests in the assets of the Trust, which will consist of the Subordinated
Debentures. The Subordinated Debentures, in which the proceeds of the
Preferred Securities will be invested, mature on ________, 2025, unless such
maturity date is extended by Ohio Edison as described under "Description of the
Subordinated Debentures -- Option to Extend Maturity Date."

Distributions

The distributions payable on each Preferred Security will be
fixed at a rate per annum of [____]% of the stated liquidation amount of $25
per Preferred Security, will be cumulative, will accrue from [__________],
1995, the date of initial issuance of the Preferred Securities, and will be
payable quarterly in arrears, on March 31, June 30, September 30 and December
31 of each year, commencing [__________], 1995, except as otherwise described
below. Distributions that are in arrears for more than one quarter will accrue
interest at the rate per annum of [____]% and the interest so accrued at the
end of each quarter and remaining unpaid will itself bear interest (to the
extent permitted by applicable law) thereafter until paid on the same basis.
See "Description of Preferred Securities--Distributions".

Option to Extend Interest Payment Period

Ohio Edison has the right under the Indenture (as defined
herein) to extend the interest payment period from time to time on the
Subordinated Debentures for an Extension Period not exceeding 20 consecutive
quarters, with the consequence that quarterly distributions on the Preferred
Securities would be deferred (but would continue to accrue with interest
thereon, including interest payable on unpaid interest, as set forth above) by
the Issuer during any such Extension Period. Prior to the termination of any
Extension Period, Ohio Edison may further extend the Extension Period,
provided that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or extend beyond the
maturity of the Subordinated Debentures including any extension thereof. Upon
the termination of any Extension Period and the payment of all amounts then
due, Ohio Edison may select a new Extension Period, subject to the above
requirements. See "Description of the Preferred Securities -- Distributions"
and "Description of the Subordinated Debentures -- Option to Extend Interest
Payment Period".

Should an Extension Period occur, each Preferred Security
holder would continue to accrue interest income (as original issue discount)
for United States Federal income tax purposes. As a result, such a holder
would be required to include such interest in gross income for United States
Federal income tax purposes in advance of the receipt of cash, and would not
receive the cash from the Issuer related to such income if such holder disposed
of its Preferred Securities prior to the record date for payment of
distributions. See "United States Taxation --

-9-
<PAGE> 13

Original Issue Discount." The Issuer and Ohio Edison believe that an Extension
Period on the Subordinated Debentures is unlikely to occur.

Mandatory Redemption

Upon the repayment of the Subordinated Debentures, whether at
maturity (____________, 2025) or upon earlier redemption as provided in the
Indenture, the proceeds from such repayment shall be applied by the Property
Trustee to redeem a Like Amount (as defined below) of Trust Securities,
including Preferred Securities, upon not less than 30 nor more than 60 days'
notice, at the Redemption Price equal to $25 per Preferred Security plus
accrued and unpaid distributions thereon to but excluding the date for
redemption. See "Description of the Preferred Securities -- Mandatory
Redemption".

Optional Redemption

Ohio Edison has the right to redeem the Subordinated
Debentures (a) on or after [__________], 2000, in whole at any time or in part
from time to time, subject to the conditions described under "Description of
the Subordinated Debentures -- Optional Redemption", or (b) at any time, in
whole but not in part, in certain circumstances upon the occurrence and
continuation of a Tax Event (as defined below), in each case at a redemption
price equal to 100% of the principal amount of Subordinated Debentures being
redeemed, together with any accrued but unpaid interest, including Additional
Interest, if any, to the redemption date. See "Description of the Subordinated
Debentures -- Optional Redemption." If Ohio Edison redeems Subordinated
Debentures, the proceeds from such redemption shall be applied by the Trustee
to redeem a Like Amount (as defined below) of Trust Securities, including
Preferred Securities, as discussed above.

Special Event Redemption or Distribution

If, at any time, a Tax Event or an Investment Company Event
(each a Special Event, all as defined herein) shall occur and be continuing, the
Issuer shall be dissolved, except in the limited circumstances described below,
with the result that, after satisfaction of liabilities to creditors of the
Issuer, a Like Amount of Subordinated Debentures will be distributed to the
holders of the Issuer Securities in liquidation of such holders' interests in
the Issuer on a pro rata basis within 90 days following the occurrence of such
Special Event; provided, however, that in the case of the occurrence of a Tax
Event, Ohio Edison shall have the right, in certain circumstances, to redeem
the Subordinated Debentures, in whole but not in part, for cash at a redemption
price equal to 100% of the principal amount thereof within 90 days
following the occurrence of such Tax Event. If the Subordinated Debentures are
distributed to the holders of the Preferred Securities, Ohio Edison will use
its best efforts to cause the Subordinated Debentures to be listed on the New
York Stock Exchange or on such other exchange, if any, as the Preferred
Securities are then listed.

-10-
<PAGE> 14

The Guarantee

The Guarantee guarantees to the holders of the Preferred
Securities the payment (but not the collection) of (i) any accrued and unpaid
distributions required to be paid on the Preferred Securities, to the extent
Ohio Edison has made a required payment of interest or principal on the
Subordinated Debentures, (ii) the Redemption Price, including all accrued and
unpaid distributions, with respect to Preferred Securities called for
redemption by the Issuer, to the extent Ohio Edison has made a required payment
of interest or principal on the Subordinated Debentures, and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Issuer
(other than in connection with the distribution of the Subordinated Debentures
to the holders of the Preferred Securities or a redemption of all of the
Preferred Securities upon the maturity or redemption of Subordinated
Debentures), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities to the date of
payment, to the extent the Issuer has funds legally available therefor, and (b)
the amount of assets of the Issuer remaining available for distribution to
holders of the Preferred Securities in liquidation of the Issuer. The
Guarantee will rank subordinate and junior in right of payment to all
liabilities of Ohio Edison (except those made pari passu by their terms). See
"Description of the Guarantee".

Voting Rights

Holders of Preferred Securities will have limited voting
rights and, except for the rights of holders of Preferred Securities to appoint
a Special Administrative Trustee upon the occurrence of certain events
described herein, will not be entitled to vote to appoint, remove or replace,
or to increase or decrease the number of, the Ohio Edison Trustees (as defined
herein), which voting rights are vested exclusively in the holder of the Common
Securities. See "Description of the Preferred Securities -- Voting Rights".

Use of Proceeds

The proceeds from the sale of the Preferred Securities offered
hereby will be used by the Issuer to purchase the Subordinated Debentures
issued by Ohio Edison. Ohio Edison expects to use such proceeds to retire
outstanding securities and for general corporate purposes.

Listing

Application will be made to list the Preferred Securities as
an equity security on the New York Stock Exchange under the symbol " ".
Trading of the Preferred Securities on the New York Stock Exchange is expected
to commence within a [___]-day period after the date of this Prospectus.

-11-
<PAGE> 15
<TABLE>

CERTAIN CONSOLIDATED FINANCIAL INFORMATION OF OHIO EDISON
(Thousands, except per share amounts, ratios and percentages)

<CAPTION>
Twelve Months
Year Ended December 31,(1) Ended June 30,
-------------------------- --------------

1990 1991 1992 1993(2) 1994 1995
---- ---- ---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Income Summary:

Operating Revenues . . . . . $2,240,646 $2,358,946 $2,332,378 $2,369,940 $2,368,191 $2,363,087

Net Income . . . . . . . . . $ 281,676 $ 264,823 $ 276,986 $ 82,724 $ 303,531 $ 310,208

Earnings on Common Stock . . $ 254,048 $ 240,069 $ 253,060 $ 59,017 $ 281,852 $ 288,593

Earnings per share of Common
Stock . . . . . . . . . . . $ 1.67 $ 1.60 $ 1.70 $ .39 $ 1.97 $ 2.01

Ratio of Earnings to Fixed
Charges(3) . . . . . . . . . 1.97 1.95 2.01 1.12 2.24 2.27

Ratio of Earnings to Fixed
Charges plus Preferred and
Preference Stock Dividend
Requirements (pre-income tax
basis)(3) . . . . . . . . . 1.79 1.79 1.85 0.99(4) 2.06 2.09
</TABLE>

<TABLE>
<CAPTION>
June 30, 1995
-------------
Unaudited

Outstanding Ratio
----------- -----

<S> <C> <C>
Capitalization Summary:
Common Stockholders' Equity . . . . . . . . . . . . . . . . $2,351,346 42.4%

Preferred Stock-
Not Subject to Mandatory Redemption . . . . . . . . . . 328,240 6.0%

Subject to Mandatory Redemption . . . . . . . . . . . . 40,000 0.7%

Long-Term Debt(5) . . . . . . . . . . . . . . . . . . . . . 2,822,225 50.9%
--------- -----

Total Capitalization . . . . . . . . . . . . . . . . . . . . $5,541,811 100.0%
========== =====
</TABLE>

(1) Derived from audited financial information.

(2) Includes net after tax charges of $218,377,000 ($1.43 per share)
relating primarily to the termination of Perry Unit 2, partially
offset by the cumulative effect of a change in accounting for unbilled
revenues.

(3) "Earnings" for purposes of these calculations have been computed by
adding to "income before extraordinary items" all taxes based on
income or profits, total interest charges and the estimated interest
element of rentals charged to income. "Fixed charges" include total
interest charges, the estimated interest element of rentals and
subsidiary preferred stock dividend requirements, determined on a
"pre-income tax" basis (computed at the effective income tax rates for
the applicable periods). These ratios exclude fixed charges
applicable to the guarantee of the debt of a coal supplier aggregating
$16,922,000, $13,298,000, $9,762,000, $8,565,000, $7,424,000 and
$6,874,000 for each of the five years in the period ended December 31,
1994 and the twelve months ended June 30, 1995, respectively.

(4) Earnings were deficient in 1993 by $5,018,000 to cover fixed charges
plus preferred stock dividend requirements.

(5) Excludes $492,695,000 of long-term debt due to mature or subject to
put options within one year.

-12-
<PAGE> 16

RISK FACTORS

Prospective purchasers of Preferred Securities should
carefully review the information contained elsewhere in this Prospectus and
should particularly consider the following matters:

SUBORDINATION OF GUARANTEE AND SUBORDINATED DEBENTURES. Ohio
Edison's obligations under the Guarantee are subordinate and junior in right of
payment to all other liabilities of Ohio Edison, except any liabilities that
may be made pari passu expressly by their terms. Ohio Edison's obligations
under the Subordinated Debentures are subordinate and junior in right of
payment to Senior Indebtedness (as defined herein) of Ohio Edison. As of June
30, 1995, Ohio Edison had approximately $3,546 million of principal amount of
indebtedness for borrowed money and capital lease obligations constituting
Senior Indebtedness on a consolidated basis. There are no terms of the
Preferred Securities, the Subordinated Debentures or the Guarantee that limit
Ohio Edison's ability to incur additional indebtedness, including indebtedness
that would rank senior to the Subordinated Debentures and the Guarantee. See
"Description of the Guarantee -- Status of the Guarantee" and "Description of
the Subordinated Debentures -- Subordination".

The ability of the Issuer to pay amounts due on the Preferred
Securities is solely dependent upon Ohio Edison making payments on the
Subordinated Debentures as and when required.

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES.
Ohio Edison has the right under the Indenture to extend the interest payment
period from time to time on the Subordinated Debentures for an Extension Period
not exceeding 20 consecutive quarters. Upon the termination of any Extension
Period and the payment of all amounts then due, Ohio Edison may select a new
Extension Period, subject to the requirements described herein. During any
Extension Period, quarterly distributions on the Preferred Securities would be
deferred (but would continue to accrue with interest thereon) by the Issuer.
In the event that Ohio Edison exercises this right, Ohio Edison may not, during
an Extension Period, (a) declare or pay dividends on, or make a distribution
with respect to, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of its capital stock, or (b) make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by Ohio Edison that rank pari passu with or junior to the
Subordinated Debentures, or (c) make any guarantee payment with respect to the
foregoing (other than payments under the Guarantee); provided, however, that
restriction (a) above does not apply to any stock dividends paid by Ohio Edison
where the dividend stock is the same as that on which the dividend is paid.
Prior to the termination of any Extension Period, Ohio Edison may further
extend the interest payment period, provided that such Extension Period
together with all such previous and

-13-
<PAGE> 17

further extensions thereof may not exceed 20 consecutive quarters and that such
Extension Period may not extend beyond the maturity date of the Subordinated
Debentures (including any extension thereof). If Ohio Edison should determine
to exercise its extension right in the future, the market price of the
Preferred Securities is likely to be affected. The Issuer and Ohio Edison
believe that such an extension of an interest payment period on the
Subordinated Debentures is unlikely to occur. See "Description of the
Preferred Securities -- Distributions" and "Description of the Subordinated
Debentures -- Option to Extend Interest Payment Period." If an Extension
Period occurs and continues for six quarterly distribution periods or longer,
the holders of a majority in liquidation amount of the Preferred Securities
will have the right to appoint a Special Administrative Trustee as discussed
below.

Should an Extension Period occur, each Preferred Security
holder would continue to accrue interest income for United States Federal
income tax purposes. As a result, such a holder would be required to include
such interest in gross income for United States Federal income tax purposes in
advance of the receipt of cash, and would not receive the cash from the Issuer
related to such income if such holder disposed of its Preferred Securities
prior to the record date for payment of distributions. See "United States
Taxation -- Original Issue Discount."

RIGHTS UNDER THE GUARANTEE. The Guarantee will be qualified
as an indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). The Bank of New York will act as indenture trustee under the
Guarantee for the purposes of compliance with the Trust Indenture Act (the
"Guarantee Trustee"). The Guarantee Trustee will hold the Guarantee for the
benefit of the holders of the Preferred Securities.

-14-
<PAGE> 18

(b) the amount of assets of the Issuer remaining available for distribution to
holders of the Preferred Securities in liquidation of the Issuer. The holders
of a majority in liquidation amount of the Preferred Securities have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee. If
the Guarantee Trustee fails to enforce the Guarantee, any holder of Preferred
Securities may institute a legal proceeding directly against Ohio Edison to
enforce the Guarantee Trustee's rights under the Guarantee without first
instituting a legal proceeding against the Issuer, the Guarantee Trustee or any
other person or entity. If Ohio Edison were to default on its obligations
under the Subordinated Debentures, the Issuer would lack available funds for
the payment of distributions or amounts payable on redemption of the Preferred
Securities or otherwise, and in such event holders of the Preferred Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Instead, holders of the Preferred Securities would be required to rely on the
enforcement by the Property Trustee (as defined herein) of its rights, as
registered holder of the Subordinated Debentures, against Ohio Edison pursuant
to the terms of the Subordinated Debentures and may also vote to appoint a
Special Administrative Trustee who shall have the same rights, powers and
privileges as the Administrative Trustees (as defined herein) . See
"Description of the Guarantee -- Status of the Guarantee" and "Description of
the Subordinated Debentures -- Subordination" herein. The Trust Agreement
provides that each holder of Preferred Securities by acceptance thereof agrees
to the provisions of the Guarantee and the Indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED
SECURITIES. If (i) the Issuer fails to pay distributions in full on the
Preferred Securities for six consecutive quarterly distribution periods or (ii)
a Trust Agreement Event of Default (as defined herein) occurs and is
continuing, then the holders of Preferred Securities would be entitled, by vote
of a majority in liquidation amount of the Preferred Securities, to appoint a
Special Administrative Trustee, who shall have the same rights, powers and
privileges as the other Administrative Trustees. In addition, the holders of a
majority in aggregate liquidation amount of the Preferred Securities will have
the right to (i) direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee or to direct the exercise of
any trust or power conferred upon the Property Trustee under the Trust
Agreement, including the right to direct the Property Trustee to exercise the
remedies available to it as a holder of the Subordinated Debentures; (ii) waive
any past default; or (iii) exercise any right to rescind or annul a declaration
that the principal of all the Subordinated Debentures shall be due and payable;
provided, however, that where a consent under the Indenture (as defined herein)
requires the consent of all holders of the Subordinated Debentures affected
thereby, the

-15-
<PAGE> 19

Property Trustee may only give such consent at the direction of all holders of
the Preferred Securities. If the Property Trustee fails to enforce its rights
under the Subordinated Debentures, a holder of Preferred Securities may, after
such holder's written request to the Property Trustee to enforce such rights,
institute a legal proceeding directly against Ohio Edison to enforce the
Property Trustee's rights under the Subordinated Debentures without first
instituting any legal proceeding against the Property Trustee or any other
person or entity. If Ohio Edison exercises its right to defer payments of
interest on the Subordinated Debentures (see "Option to Extend Interest Payment
Period" above), appointment of a Special Administrative Trustee would be the
only right of the holders of the Preferred Securities if the Issuer fails to
pay distributions in full on the Preferred Securities for six consecutive
quarters until expiration of the Extension Period (up to 20 consecutive
quarters).

SPECIAL EVENT REDEMPTION OR DISTRIBUTION. Upon the occurrence
of a Special Event (as defined herein), the Issuer shall be dissolved, except
in the limited circumstance described below, with the result that the
Subordinated Debentures would be distributed to the holders of the Issuer
Securities in connection with the liquidation of the Issuer. In certain
circumstances, Ohio Edison shall have the right to redeem the Subordinated
Debentures, in whole but not in part, in lieu of a distribution of the
Subordinated Debentures by the Issuer, in which event the Issuer will redeem
the Issuer Securities on a pro rata basis to the same extent as the
Subordinated Debentures are redeemed by Ohio Edison. See "Description of the
Preferred Securities -- Special Event Redemption or Distribution."

Under current United States Federal income tax law, a
distribution of Subordinated Debentures upon the dissolution of the Issuer
would not be a taxable event to holders of the Preferred Securities. Upon
occurrence of a Tax Event (as defined herein), however, a dissolution of the
Issuer in which holders of the Preferred Securities receive cash would be a
taxable event to such holders. See "United States Taxation -- Receipt of
Subordinated Debentures or Cash Upon Liquidation of the Issuer."

Because holders of Preferred Securities may receive
Subordinated Debentures upon the occurrence of a Special Event, prospective
purchasers of Preferred Securities are also making an investment decision with
regard to the Subordinated Debentures and should carefully review all the
information regarding the Subordinated Debentures contained herein. See
"Description of the Preferred Securities -- Special Event Redemption or
Distribution" and "Description of the Subordinated Debentures -- General."

LIMITED VOTING RIGHTS. Holders of Preferred Securities will
have limited voting rights and, except for the rights of holders of Preferred
Securities to appoint a Special

-16-
<PAGE> 20

Administrative Trustee upon the occurrence of certain events described herein,
will not be entitled to vote to appoint, remove or replace, or to increase or
decrease the number of, the Ohio Edison Trustees (as defined herein), which
voting rights are vested exclusively in the holder of the Common Securities.

TRADING CHARACTERISTICS OF PREFERRED SECURITIES. The
Preferred Securities are expected to be approved for listing as an equity
security on the New York Stock Exchange, subject to official notice of
issuance. Accordingly, the Preferred Securities are expected to trade at a
price that takes into account the value, if any, of accrued and unpaid
distributions; thus, purchasers will not pay and sellers will not receive any
accrued and unpaid interest with respect to their undivided beneficial
interests in Subordinated Debentures owned through the Preferred Securities
that is not included in the trading price of the Preferred Securities.
However, for United States Federal income tax purposes, interest on the
Subordinated Debentures will be included in the gross income of holders of
Preferred Securities as it accrues, rather than when it is paid, and such
accrual will increase a holder's tax basis in his or her Preferred Securities.
Consequently, a holder who sells Preferred Securities between record dates for
payments of distributions would recognize a capital loss if the sales proceeds
were less than the holder's tax basis (as increased by such accrual of
interest). Subject to certain limited exceptions, capital losses may not be
used to offset ordinary income for United States Federal income tax purposes.
See "United States Taxation -- Income from Preferred Securities" and "-- Sale
of Preferred Securities".

OHIO EDISON COMPANY

Ohio Edison was organized under the laws of the State of Ohio
in 1930 and owns property and does business as an electric public utility in
that state. Ohio Edison also has ownership interests in certain generating
facilities located in the Commonwealth of Pennsylvania. Ohio Edison's
principal executive offices are located at 76 South Main Street, Akron, Ohio
44308, telephone number 1-800-736-3402.

Ohio Edison furnishes electric service to communities in a
7,500 square mile area of central and northeastern Ohio. It also provides
transmission services to certain rural cooperatives in its service area and
provides transmission services and electric energy for resale to certain
municipalities in that service area. Ohio Edison also engages in the sale,
purchase and interchange of electric energy with other electric companies. The
area it serves has a population of approximately 2,530,000.

Ohio Edison owns all of the outstanding common stock of
Pennsylvania Power Company ("Penn Power"), a Pennsylvania corporation, which
furnishes electric service to communities in a

-17-
<PAGE> 21

1,500 square mile area of western Pennsylvania. Penn Power also provides
transmission services and electric energy for resale to certain municipalities
in Pennsylvania. The area served by Penn Power has a population of
approximately 340,000.

Sources of generation for Ohio Edison and Penn Power (the
"Companies") during the twelve months ended June 30, 1995 were 74.2% coal and
25.8% nuclear.

FINANCING AND CONSTRUCTION PROGRAMS

The Companies' total construction costs, excluding nuclear
fuel, amounted to approximately $227,000,000 in 1994. Such costs included
expenditures for the betterment of existing facilities and for the construction
of transmission lines, distribution lines, substations and other additions.
The Companies currently forecast expenditures of approximately $800,000,000 for
property additions and improvements from 1995-1999, of which approximately
$180,000,000 is applicable to 1995. The Companies' nuclear fuel investments
are expected to be approximately $172,000,000 during the 1995-1999 period, of
which approximately $30,000,000 is applicable to 1995. In addition, various
Federal, state and local authorities regulate the Companies with regard to air
and water quality and other environmental matters. The Companies have
estimated additional capital expenditures for environmental compliance of
approximately $70,000,000 for the period 1995 through 1999, which is included
in the construction forecast.

During the 1995-1999 period, maturities of, and sinking fund
requirements for, long-term debt and preferred stock will require expenditures
of approximately $1,301,000,000, of which approximately $227,000,000 is
applicable to 1995.

Nuclear fuel purchases are financed through OES Fuel,
Incorporated ("OES Fuel," a wholly owned subsidiary of Ohio Edison) commercial
paper and loans, both of which are supported by a $225,000,000 long-term bank
credit agreement. Investments for additional nuclear fuel during the 1995-1999
period are estimated to be approximately $172,000,000, of which approximately
$30,000,000 applies to 1995. During the same periods, the Companies' nuclear
fuel investments are expected to be reduced by approximately $225,000,000 and
$56,000,000, respectively, as the nuclear fuel is consumed. Also, the
Companies have operating lease commitments of approximately $575,000,000 for
the 1995-1999 period, of which approximately $106,000,000 relates to 1995. The
Companies recover the cost of nuclear fuel consumed and operating leases
through their electric rates.

Short-term borrowings of $230,950,000 at June 30, 1995,
included $114,950,000 of OES Capital, Incorporated ("OES Capital," a wholly
owned subsidiary of Ohio Edison) debt, which

-18-
<PAGE> 22

is secured by customer accounts receivable. OES Capital can borrow up to
$120,000,000 under a receivables financing agreement at rates based on certain
bank commercial paper. The Companies also had $2,000,000 of unused short-term
bank lines of credit as of June 30, 1995. In addition, $14,000,000 was
available through bank facilities that provide for borrowings on a short-term
basis at the banks' discretion. OES Fuel had approximately $76,000,000 of
unused borrowing capability as of June 30, 1995 that was available for reloan
to Ohio Edison.

OES Finance, Incorporated ("OES Finance," a wholly owned
subsidiary of Ohio Edison) was established during the third quarter of 1994 for
the sole purpose of maintaining deposits pledged as collateral to secure
reimbursement obligations relating to certain letters of credit supporting Ohio
Edison's obligations to lessors under the Beaver Valley Unit 2 sale and
leaseback arrangements. The deposits pledged to the financial institution
providing those letters of credit are the sole property of OES Finance. In the
event of liquidation, OES Finance, as a separate corporate entity, would have
to satisfy its obligations to creditors before any of its assets could be made
available to Ohio Edison as sole owner of OES Finance common stock.

Based on their present plans, the Companies could provide for
their cash requirements during the remainder of 1995 from the following
sources: funds to be received from operations; available cash and temporary
cash investments (approximately $60,000,000 as of June 30, 1995), of which
$40,000,000 was held in escrow for the redemption of pollution control
obligations under a forward refunding obligation; the issuance of long-term
debt (for refunding purposes) and funds available under short-term bank credit
arrangements.

For the period 1995-1999, external financings may be used to
provide a portion of the Companies' cash requirements. The extent and type of
future financings will depend on the need for external funds as well as market
conditions, the maintenance of an appropriate capital structure and the ability
of the Companies to comply with coverage requirements in order to issue first
mortgage bonds and preferred stock. The Companies will continue to monitor
financial market conditions and, where appropriate, may take advantage of
economic opportunities to refund debt and preferred stock to the extent that
their financial resources permit.

OHIO EDISON FINANCING TRUST

The Issuer is a statutory business trust formed under Delaware
law pursuant to (i) a trust agreement executed by Ohio Edison, as sponsor for
the Issuer, and the trustees of such trust named therein and (ii) the filing of
a certificate of trust with the Delaware Secretary of State on August 8,
1995. Such trust

-19-
<PAGE> 23

agreement will be amended and restated in its entirety (as so amended and
restated, the "Trust Agreement") substantially in the form filed as an exhibit
to the Registration Statement of which this Prospectus forms a part. The Trust
Agreement will be qualified as an indenture under the Trust Indenture Act. The
Issuer exists for the exclusive purposes of (i) issuing the Preferred
Securities and Common Securities representing undivided beneficial interests in
the assets of such Issuer, (ii) investing the gross proceeds of the sale of the
Preferred Securities and Common Securities in the Subordinated Debentures and
(iii) engaging in only those other activities necessary, convenient or
incidental thereto. Pursuant to the Trust Agreement, the number of Ohio Edison
Trustees will initially be four. Two of the Ohio Edison Trustees (the
"Administrative Trustees") will be persons who are employees or officers of or
who are affiliated with Ohio Edison. The third trustee will be a financial
institution that maintains its principal place of business in the State of
Delaware and is unaffiliated with Ohio Edison (the "Delaware Trustee"). The
fourth trustee will be a financial institution which will serve as property
trustee under the Trust Agreement and as indenture trustee for purposes of the
Trust Indenture Act (the "Property Trustee"). The Administrative Trustees, the
Delaware Trustee and the Property Trustee are sometimes referred to
collectively herein as the "Ohio Edison Trustees".

Initially, The Bank of New York, a New York banking
corporation, and The Bank of New York (Delaware), a Delaware banking
corporation, will be the Property Trustee and the Delaware Trustee,
respectively, until removed or replaced by the holder of the Common Securities.
The Bank of New York will also act as Guarantee Trustee and as indenture
trustee under the Indenture.

All of the Common Securities will be owned by Ohio Edison.
The Common Securities will rank pari passu, and payments will be made thereon
pro rata, with the Preferred Securities, except that upon the occurrence and
continuance of a Trust Agreement Event of Default, the rights of the holders of
the Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the Preferred Securities. Ohio Edison will acquire Common
Securities having an aggregate liquidation amount equal to 3% of the total
capital of the Issuer. The Issuer has a term of approximately [55] years, but
may terminate earlier as provided in the Trust Agreement.

CONDUCT OF THE ISSUER'S AFFAIRS

The Issuer's business and affairs will be conducted by the
Ohio Edison Trustees. As described above, the Trust will not engage in any
business or activities other than those activities necessary, convenient or
incidental to issuance of the Issuer Securities and investment of the proceeds
of such issuance in the

-20-
<PAGE> 24

Subordinated Debentures. The holder of the Common Securities, or the holders
of a majority in liquidation preference of the Preferred Securities if a Trust
Agreement Event of Default has occurred and is continuing, will be entitled to
appoint, remove or replace the Property Trustee, the Delaware Trustee and the
Administrative Trustees. The duties and obligations of the Property Trustee,
the Delaware Trustee and the Administrative Trustees shall be governed by the
Trust Agreement, and the Property Trustee will be authorized to exercise
discretion only to the extent specifically stated therein. Ohio Edison will
pay all fees and expenses related to the Issuer and the issuance and sale of
the Issuer Securities.

The office of the Delaware Trustee in the State of Delaware is
White Clay Center, Route 273, Newark, Delaware 19711. The principal place of
business of the Issuer is c/o Ohio Edison Company, 76 South Main Street, Akron,
Ohio 44308 (telephone number (216) 384-5100).

USE OF PROCEEDS

The proceeds from the sale of the Preferred Securities will be
used by the Issuer to purchase the Subordinated Debentures issued by Ohio
Edison, as described herein. Ohio Edison expects to use such proceeds to
retire outstanding securities and for general corporate purposes.

DESCRIPTION OF THE PREFERRED SECURITIES

The Trust Agreement among Ohio Edison as Depositor (the
"Depositor"), The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee and the two Administrative Trustees named
therein, authorizes and creates the Issuer. The Property Trustee, The Bank of
New York, will act as the indenture trustee for purposes of compliance with the
provisions of the Trust Indenture Act. The Issuer Securities will be issued by
the Administrative Trustees on behalf of the Issuer pursuant to the terms of
the Trust Agreement. The Preferred Securities represent undivided beneficial
interests in the assets of the Issuer and entitle the holders thereof to a
preference in certain circumstances with respect to distributions and amounts
payable on redemption or liquidation over the Common Securities, as well as
other benefits as described in the Trust Agreement. The following summaries of
certain provisions of the Trust Agreement are subject to, and are qualified in
their entirety by reference to, all the provisions of the Trust Agreement,
including the definitions therein of certain terms, and the Trust Indenture
Act. Wherever particular sections or defined terms of the Trust Agreement are
referred to, such sections or defined terms are incorporated herein by
reference.

-21-
<PAGE> 25

The Trust Agreement has been filed as an exhibit to the Registration Statement
of which this Prospectus forms a part.

GENERAL

All of the Common Securities are owned by Ohio Edison. The
Common Securities rank pari passu, and payments will be made thereon pro rata,
with the Preferred Securities except as described under "-- Subordination of
Common Securities". (Section 4.03) The Subordinated Debentures will be held
of record by the Property Trustee and held in trust for the benefit of the
Trust and the holders of the Issuer Securities. (Section 2.09). The Guarantee
is a full and unconditional guarantee with respect to the Preferred Securities
but does not guarantee payment of distributions or amounts payable on
redemption or liquidation of the Preferred Securities when the Issuer does not
have sufficient available funds to pay such distributions. In such event, the
remedy of a holder of Preferred Securities is to vote, together with the
holders of a majority in liquidation amount of the Preferred Securities, to
appoint a Special Administrative Trustee and to direct the Property Trustee to
enforce the Property Trustee's rights under the Subordinated Debentures.

DISTRIBUTIONS

The distributions payable on each Preferred Security will be
fixed at a rate per annum of [____]% of the stated liquidation amount of $25
per Preferred Security. Distributions that are in arrears for more than one
quarter will accrue interest at the rate per annum of [____]% and the interest
so accrued at the end of each quarter and remaining unpaid will itself bear
interest (to the extent permitted by applicable law) thereafter until paid on
the same basis. The term "distributions" as used herein includes any such
interest payable, unless otherwise stated. The amount of distributions payable
for any period will be computed on the basis of a 360-day year of twelve 30-day
months. (Sections 4.01(a) and 4.01(b)).

Distributions on the Preferred Securities will be cumulative,
will accrue from [__________], 1995, the date of initial issuance thereof, and
will be payable quarterly in arrears, on March 31, June 30, September 30 and
December 31 of each year, commencing [__________], 1995, except as otherwise
described below. In the event that any date on which distributions are
otherwise payable on the Preferred Securities is not a Business Day, payment of
the distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect to
any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such distribution shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on

-22-
<PAGE> 26

such date (each date on which distributions are otherwise payable in accordance
with the foregoing, a "Distribution Date"). A "Business Day" means a day other
than (x) a Saturday or a Sunday, (y) a day on which banks in New York, New York
are authorized or obligated by law or executive order to remain closed or (z) a
day on which the principal corporate trust office of the Property Trustee or
the Debenture Trustee (as defined herein) is closed for business. (Section
4.01(a)).

Ohio Edison has the right, under the Indenture pursuant to
which it will issue the Subordinated Debentures (the "Indenture"), to extend
the interest payment period from time to time on the Subordinated Debentures
for an Extension Period not exceeding 20 consecutive quarters, with the
consequence that quarterly distributions on the Preferred Securities would be
deferred (but would continue to accrue with interest thereon, including
interest payable on unpaid interest, as set forth above) by the Issuer during
any such Extension Period. In the event that Ohio Edison exercises this right,
Ohio Edison may not, during an Extension Period, (a) declare or pay any
dividends on, or make a distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock, or (b) make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by the Company that rank
pari passu with or junior to the Subordinated Debentures, or (c) make any
guarantee payments with respect to the foregoing (other than payments under the
Guarantee); provided, however, that restriction (a) above does not apply to any
stock dividends paid by Ohio Edison where the dividend stock is the same as
that on which the dividend is paid. Prior to the termination of any Extension
Period, Ohio Edison may further extend the interest payment period, provided
that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters or extend beyond the
maturity of the Subordinated Debentures. Upon the termination of any Extension
Period and the payment of all amounts then due, Ohio Edison may select a new
Extension Period, subject to the above requirements. See "Description of the
Subordinated Debentures -- Interest" and "-- Option to Extend Interest Payment
Period".

Income of the Issuer available for distribution to the holders
of the Preferred Securities will be limited to payments under the Subordinated
Debentures in which the Issuer will invest the proceeds from the issuance and
sale of the Preferred Securities and the Common Securities. See "Description
of the Subordinated Debentures". If Ohio Edison does not make interest
payments on the Subordinated Debentures, the Property Trustee will not have
funds available to pay distributions on the Preferred Securities. The payment
of distributions (if and to the extent the Issuer has funds legally available
for the payment of such distributions and cash sufficient to make such
payments) is guaranteed on a limited and subordinated basis by Ohio Edison as
set forth herein under "Description of the Guarantee".

-23-
<PAGE> 27

Distributions on the Preferred Securities will be payable to
the holders thereof as they appear on the register of the Issuer on the
relevant record dates, which, as long as the Preferred Securities remain in
book-entry-only form, will be one Business Day prior to the relevant
Distribution Date. Subject to any applicable laws and regulations and the
provisions of the Trust Agreement, each such payment will be made as described
under "Book-Entry-Only Issuance -- The Depository Trust Company" below. In the
event the Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the date 15 days prior to the relevant
Distribution Date. (Section 4.01(d)).

MANDATORY REDEMPTION

The Subordinated Debentures will mature on __________, 2025,
unless the maturity date is extended at the option of Ohio Edison (provided
certain conditions are met). Upon the repayment of the Subordinated
Debentures, whether at maturity or upon earlier redemption as provided in the
Indenture, the proceeds from such repayment shall be applied by the Trustee to
redeem a Like Amount (as defined below) of Preferred Securities, upon not less
than 30 nor more than 60 days' notice, at the Redemption Price. Such payment
in redemption shall be due without limitation and in all events. See
"Description of the Subordinated Debentures -- Optional Redemption."

Ohio Edison has the right to redeem the Subordinated
Debentures (a) on or after [__________], 2000, in whole or in part, subject to
the conditions described under "Description of the Subordinated Debentures --
Optional Redemption", or (b) at any time, in whole but not in part, in certain
circumstances upon the occurrence and continuation of a Tax Event (as defined
below). See "Description of the Subordinated Debentures -- Optional
Redemption."

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

-24-
<PAGE> 28

enacted, promulgated or effective, or which interpretation or pronouncement is
issued or announced, or which action is taken, in each case on or after the
date of the issuance of the Preferred Securities, there is more than an
insubstantial risk that (i) the Issuer is, or will be, subject to United States
Federal income tax with respect to income accrued or received on the
Subordinated Debentures, (ii) interest payable on the Subordinated Debentures
is not, or will not be, fully deductible by Ohio Edison for United States
Federal income tax purposes or (iii) the Issuer is, or will be, subject to more
than a de minimis amount of other taxes, duties or other governmental charges
(a "Dissolution Tax Opinion").

"Investment Company Event" means the receipt by the
Administrative Trustees of an opinion of counsel experienced in practice under
the Investment Company Act of 1940, as amended (the "1940 Act"), to the effect
that as a result of the occurrence of a change in law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), the Issuer is or will be considered an "investment company"
which is required to be registered under the 1940 Act, which Change in 1940 Act
Law becomes effective on or after the date of the issuance of the Preferred
Securities.

If, at any time, a Tax Event or an Investment Company Event
(each, a "Special Event") shall occur and be continuing, the Issuer shall,
except in the limited circumstances described below, be dissolved with the
result that, after satisfaction of liabilities to creditors of the Issuer, a
Like Amount of Subordinated Debentures will be distributed to the holders of
the Issuer Securities in liquidation of such holders' interests in the Issuer
on a pro rata basis within 90 days following the occurrence of such Special
Event; provided, however, that in the case of the occurrence of a Tax Event,
such dissolution and distribution shall be conditioned on the Administrative
Trustees' receipt of an opinion of counsel experienced in such matters (a "No
Recognition Opinion"), which opinion may rely on published revenue rulings of
the Internal Revenue Service, to the effect that the holders of the Issuer
Securities will not recognize any gain or loss for United States Federal income
tax purposes as a result of such dissolution and distribution of Subordinated
Debentures; and provided, further, that, if at the time there is available to
the Issuer the opportunity to eliminate, within such 90-day period, the Special
Event by taking some ministerial action, such as filing a form or making an
election or pursuing some other reasonable measure that will have no adverse
effect on the Issuer, Ohio Edison or the holders of the Issuer Securities, the
Issuer will pursue such measure in lieu of dissolution. Furthermore, if in the
case of the occurrence of a Tax Event, after receipt of a Dissolution Tax
Opinion by the Administrative Trustees (i) the Company has received an opinion
of counsel experienced in such matters (a "Redemption Tax Opinion") to the
effect that, as a result of a Tax Event, there is more than an insubstantial
risk that Ohio Edison would be precluded from

-25-
<PAGE> 29

deducting the interest on the Subordinated Debentures for United States Federal
income tax purposes even if the Subordinated Debentures were distributed to the
holders of Issuer Securities in liquidation of such holders' interests in the
Issuer as described above, or (ii) the Administrative Trustees shall have been
informed by such tax counsel that it cannot deliver a No Recognition Opinion to
the Issuer, Ohio Edison shall have the right, upon not less than 30 nor more
than 60 days notice, to redeem the Subordinated Debentures, in whole but not in
part, for cash within 90 days following the occurrence of such Tax Event, and,
following such redemption, a Like Amount of Issuer Securities shall be redeemed
by the Issuer at the Redemption Price on a pro rata basis; provided, however,
that, if at the time there is available to Ohio Edison or the Issuer the
opportunity to eliminate, within such 90-day period, the Tax Event by taking
some ministerial action, such as filing a form or making an election or
pursuing some other similar reasonable measure which has no adverse effect on
the Issuer, Ohio Edison or the holders of the Issuer Securities, Ohio Edison or
the Issuer will pursue such measure in lieu of redemption. (Section 9.05)

If the Subordinated Debentures are distributed to the holders
of the Preferred Securities, Ohio Edison will use its best efforts to cause the
Subordinated Debentures to be listed on the New York Stock Exchange or on such
other exchange, if any, as the Preferred Securities are then listed. (Section
9.05)

After the date for any distribution of Subordinated Debentures
upon dissolution of the Issuer, (i) the Preferred Securities will no longer be
deemed to be outstanding, (ii) DTC or its nominee, as the record holder of the
Preferred Securities, will receive a registered global certificate or
certificate representing the Subordinated Debentures to be delivered upon such
distribution, and (iii) any certificates representing Preferred Securities not
held by DTC or its nominee will be deemed to represent a Like Amount of
Subordinated Debentures, with an interest rate identical to the distribution
rate of, and accrued and unpaid interest equal to accrued and unpaid
distributions on, such Preferred Securities, until such certificates are
presented to Ohio Edison or its agent for transfer or reissuance.

"Like Amount" means (i) with respect to a redemption of
Preferred Securities, Preferred Securities having a liquidation amount equal to
the principal amount of Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture and the proceeds of which will be
used to pay the Redemption Price of such Preferred Securities and (ii) with
respect to a distribution to holders of Preferred Securities of Subordinated
Debentures in connection with a liquidation of the Issuer, Subordinated
Debentures having a principal amount equal to the liquidation amount of the
Preferred Securities of the holder to whom such Subordinated Debentures are
distributed.

-26-
<PAGE> 30

REDEMPTION PROCEDURES

Preferred Securities redeemed on each redemption date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Subordinated Debentures. Redemptions of the Preferred Securities
shall be made and the Redemption Price shall be deemed payable on each
Redemption Date only to the extent that the Issuer has funds legally available
for the payment of such Redemption Price. (Section 4.02(c)). See also "--
Subordination of Common Securities".

If the Issuer gives a notice of redemption in respect of
Preferred Securities, then, by 12:00 noon, New York time, on the Redemption
Date, the Property Trustee will irrevocably deposit with DTC funds sufficient
to pay the applicable Redemption Price and will give DTC irrevocable
instructions and authority to pay the Redemption Price to the holders of the
Preferred Securities. See "Book-Entry-Only Issuance -- The Depository Trust
Company". If the Preferred Securities are no longer in book-entry-only form,
the Issuer will irrevocably deposit with the paying agent for the Preferred
Securities funds sufficient to pay the applicable Redemption Price and will
give such paying agent irrevocable instructions and authority to pay the
Redemption Price to the holders thereof upon surrender of their certificates
evidencing Preferred Securities. Notwithstanding the foregoing, distributions
payable on or prior to the Redemption Date for any Preferred Securities called
for redemption shall be payable to the holders of such Preferred Securities on
the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
Redemption Date, all rights of holders of such Preferred Securities so called
for redemption will cease, except the right of the holders of such Preferred
Securities to receive the Redemption Price, but without interest on such
Redemption Price, and such Preferred Securities will cease to be outstanding.
In the event that any date fixed for redemption of Preferred Securities is not
a Business Day, then payment of the Redemption Price 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 any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day. In the event that payment of the
Redemption Price in respect of Preferred Securities called for redemption is
improperly withheld or refused and not paid either by the Issuer or by Ohio
Edison pursuant to the Guarantee described herein under "Description of the
Guarantee", distributions on such Preferred Securities will continue to accrue
at the then applicable rate, from the original Redemption Date to the date of
payment, in which case the actual payment date will be considered the date
fixed for redemption for purposes of calculating the Redemption Price. (Section
4.02(d))

-27-
<PAGE> 31

Subject to applicable law (including, without limitation,
United States Federal securities law), Ohio Edison or its subsidiaries may at
any time and from time to time purchase outstanding Preferred Securities by
tender, in the open market or by private agreement.

Payment of the Redemption Price on the Preferred Securities to
holders of Preferred Securities shall be made to the holders of record thereof
as they appear on the register for the Preferred Securities on the relevant
record date, which shall be one Business Day prior to the relevant Redemption
Date; provided, however, that in the event that the Preferred Securities do not
remain in book-entry-only form, the relevant record date shall be the date 15
days prior to the Redemption Date. (Section 4.02(e)).

If less than all the Issuer Securities are to be redeemed on a
Redemption Date, then the aggregate liquidation amount of such securities to be
redeemed shall be allocated 3% to the Common Securities and 97% to the
Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Property
Trustee from the outstanding Preferred Securities not previously called for
redemption, by such method as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $25 or integral multiples thereof) of the liquidation amount of
Preferred Securities of a denomination larger than $25. The Property Trustee
shall promptly notify the security registrar in writing of the Preferred
Securities selected for redemption and, in the case of any Preferred Securities
selected for partial redemption, the liquidation preference thereof to be
redeemed. For all purposes of the Trust Agreement, unless the context
otherwise requires, all provisions relating to the redemption of Preferred
Securities shall relate, in the case of any Preferred Securities redeemed or to
be redeemed only in part, to the portion of the liquidation amount of Preferred
Securities that has been or is to be redeemed. (Section 4.02(f)).

SUBORDINATION OF COMMON SECURITIES

Payment of distributions on, and the Redemption Price of, the
Issuer Securities, as applicable, shall be made pro rata based on the
liquidation amount of the Issuer Securities; provided, however, that if on any
Distribution Date or Redemption Date a Trust Agreement Event of Default (as
defined below, see "-- Events of Default; Notice") shall have occurred and be
continuing, no payment of any Distribution on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions on all outstanding
Preferred Securities for all Distribution periods terminating on or prior

-28-
<PAGE> 32

thereto, or in the case of payment of the Redemption Price the full amount of
such Redemption Price on all outstanding Preferred Securities, shall have been
made or provided for, and all funds available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions on, or
Redemption Price of, Preferred Securities then due and payable. (Section
4.03(a)).

In the case of any Trust Agreement Event of Default (as
defined herein) resulting from an "Event of Default" under the Indenture, the
holder of Common Securities will be deemed to have waived any such Trust
Agreement Event of Default until the effect of all such Events of Default with
respect to the Preferred Securities has been cured, waived or otherwise
eliminated. Until any such Trust Agreement Events of Default have been so
cured, waived or otherwise eliminated, the Property Trustee shall act solely on
behalf of the holders of the Preferred Securities and not the holder of the
Common Securities, and only the holders of the Preferred Securities will have
the right to direct the Property Trustee to act on their behalf. (Section
4.03(b))

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

Pursuant to the Trust Agreement, the Issuer shall terminate
and shall be liquidated by the Ohio Edison Trustees on the first to occur of:
(i) [__________], 2050, the expiration of the term of the Trust; (ii) the
bankruptcy, dissolution or liquidation of Ohio Edison; (iii) the distribution
of Subordinated Debentures upon the occurrence of a Special Event; and (iv) the
redemption of all of the Preferred Securities. (Sections 9.01 and 9.02).

If an early termination occurs as described in clauses (ii),
(iii) or (iv) above, the Issuer shall be liquidated by the Ohio Edison Trustees
as expeditiously as the Ohio Edison Trustees determine to be appropriate by
causing the Property Trustee to distribute to each holder of Preferred
Securities and Common Securities a Like Amount of Subordinated Debentures,
unless such distribution is determined by the Property Trustee not to be
practical, in which event such holders will be entitled to receive, out of the
assets of the Issuer available for distribution to holders after satisfaction
of liabilities to creditors, an amount equal to, in the case of holders of
Preferred Securities, the aggregate of the stated liquidation preference of $25
per Preferred Security plus accrued and unpaid distributions thereon to the
date of payment (such amount being the "Liquidation Distribution"). If such
Liquidation Distribution can be paid only in part because the Issuer has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Issuer on the Preferred
Securities shall be paid on a pro rata basis. The holder(s) of the Common
Securities will be entitled to receive distributions upon any such dissolution
pro

-29-
<PAGE> 33

rata with the holders of the Preferred Securities, except that if a Trust
Agreement Event of Default has occurred and is continuing, the Preferred
Securities shall have a preference over the Common Securities. (Sections
9.04(a) and 9.04(d)).

EVENTS OF DEFAULT; NOTICE

Any one of the following events constitutes an event of
default under the Trust Agreement with respect to the Preferred Securities
issued thereunder (a "Trust Agreement Event of Default") (whatever the reason
for such event of default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

(i) the occurrence of an event of default under the Indenture
(an "Indenture Event of Default") (see "Description of Subordinated
Debentures -- Events of Default"); or

(ii) default by the Property Trustee in the payment of any
distribution when it becomes due and payable, and continuation of such
default for a period of 10 days; or

(iii) default by the Property Trustee in the payment of any
Redemption Price of any Preferred Security or Common Security when it
becomes due and payable; or

(iv) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Ohio Edison Trustees in
the Trust Agreement (other than a covenant or warranty a default in
the performance of which or the breach of which is dealt with in
clause (ii) or (iii) above), and continuation of such default or
breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by
the holders of at least 10% in liquidation amount of the outstanding
Preferred Securities a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is
a "Notice of Default" under the Trust Agreement.

Within five Business Days after the occurrence of any Trust
Agreement Event of Default, the Property Trustee shall transmit notice of any
default actually known to the Property Trustee to the holders of Preferred
Securities, the Administrative Trustees and the Depositor, unless such default
shall have been cured or waived. (Section 8.02).

Unless a Trust Agreement Event of Default shall have occurred
and be continuing, the Property Trustee may be removed at any time by act of
the holder of the Common Securities. If a

-30-
<PAGE> 34

Trust Agreement Event of Default has occurred and is continuing, the Property
Trustee may be removed at such time by act of the holders of a majority in
liquidation amount of the Preferred Securities, delivered to the Property
Trustee (in its individual capacity and on behalf of the Issuer). No
registration or removal of the Property Trustee and no appointment of a
successor trustee shall be effective until the acceptance of appointment by the
successor Property Trustee in accordance with the provisions of the Trust
Agreement. (Section 8.10).

If a Trust Agreement Event of Default has occurred and is
continuing, the Preferred Securities shall have a preference over the Common
Securities upon dissolution of the Issuer as described above. See "--
Liquidation Distribution Upon Dissolution".

MERGER OR CONSOLIDATION OF AN OHIO EDISON TRUSTEE

Any corporation into which either the Property Trustee, the
Delaware Trustee or any Administrative Trustee that is not a natural person may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any such Ohio
Edison Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of any such Ohio Edison Trustee,
shall be the successor to such Ohio Edison Trustee under the Trust Agreement,
provided such corporation is otherwise qualified and eligible. (Section 8.12).

VOTING RIGHTS

Except as provided below and under "Description of the
Guarantee -- Amendments and Assignment" and as otherwise required by law and
the Trust Agreement, the holders of the Preferred Securities will have no
voting rights. (Section 6.01(a)).

If (i) the Issuer fails to pay distributions in full on the
Preferred Securities for six (6) consecutive quarterly distribution periods or
(ii) a Trust Agreement Event of Default occurs and is continuing (each an
"Appointment Event"), then the holders of the Preferred Securities, acting as a
single class, will be entitled by a vote of a majority in liquidation amount of
the Preferred Securities to appoint a Special Administrative Trustee. For
purposes of determining whether the Issuer has failed to pay distributions in
full for six (6) consecutive quarterly distribution periods, distributions
shall be deemed to remain in arrears, notwithstanding any payments in respect
thereof, until full cumulative distributions have been or contemporaneously are
paid with respect to all quarterly distribution periods terminating on or prior
to the date of payment of such cumulative distributions. Any holders of
Preferred Securities (other than Ohio Edison or any of its

-31-
<PAGE> 35

affiliates) shall be entitled to nominate any person to be appointed as Special
Administrative Trustee. Not later than 30 days after such right to appoint a
Special Administrative Trustee arises, the Administrative Trustees shall
convene a meeting of the holders of Preferred Securities for the purpose of
appointing a Special Administrative Trustee. If the Administrative Trustees
fail to convene such meeting within such 30-day period, the holders of not less
than 10% of the aggregate stated liquidation amount of the Preferred Securities
will be entitled to convene such meeting. The provisions of the Trust
Agreement relating to the convening and conduct of the meetings of the holders
will apply with respect to any such meeting. Any Special Administrative
Trustee so appointed shall cease to be a Special Administrative Trustee if the
Appointment Event pursuant to which the Special Administrative Trustee was
appointed and all other Appointment Events cease to be continuing.
Notwithstanding the appointment of any such Special Administrative Trustee,
Ohio Edison shall retain all rights under the Indenture, including the right to
defer payments of interest by extending the interest payment period as provided
under "Description of the Subordinated Debentures -- Option to Extend Interest
Payment Period." If such an extension occurs, there will be no Indenture Event
of Default and, consequently, no Trust Agreement Event of Default, for failure
to make any scheduled interest payment during the Extension Period on the date
originally scheduled. Holders of a majority in liquidation amount of the
Preferred Securities will have the right, however, in the circumstances
described above, to appoint a Special Administrative Trustee. (Section 6.01(d))

If any proposed amendment to the Trust Agreement provides for,
or the Ohio Edison Trustees otherwise propose to effect, (i) any action that
would adversely affect the powers, preferences or special rights of the holders
of the Preferred Securities, whether by way of amendment to the Trust Agreement
or otherwise or (ii) the dissolution, winding-up or termination of the Issuer,
other than pursuant to the Trust Agreement, then the holders of outstanding
Preferred Securities will be entitled to vote as a class on such amendment or
proposal of the Ohio Edison Trustees, and such amendment or proposal shall not
be effective except with the approval of the holders of 66 2/3% in liquidation
preference of such outstanding Preferred Securities. (Section 6.01(c)).

-32-
<PAGE> 36

The holders of a majority in aggregate liquidation amount of
the Preferred Securities will have the right to (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Property
Trustee or to direct the exercise of any trust or power conferred upon the
Property Trustee under the Trust Agreement, including the right to direct the
Property Trustee to exercise the remedies available to it as a holder of the
Subordinated Debentures under the Indenture; (ii) waive any past Indenture
Event of Default that is waivable under the Indenture; or (iii) exercise any
right to rescind or annul a declaration that the principal of all the
Subordinated Debentures shall be due and payable; provided, however, that where
a consent under the Indenture (as defined herein) requires the consent of all
holders of the Subordinated Debentures affected thereby, the Property Trustee
may only give such consent at the direction of all holders of the Preferred
Securities. If the Property Trustee fails to enforce its rights under the
Subordinated Debentures, to the fullest extent permitted by law, a holder of
Preferred Securities may, after such holder's written request to the Property
Trustee to enforce such rights, institute a legal proceeding directly against
Ohio Edison to enforce the Property Trustee's rights under the Subordinated
Debentures without first instituting any legal proceeding against the Property
Trustee or any other person or entity. The Property Trustee shall notify all
holders of the Preferred Securities of any notice of default received from the
Debenture Trustee with respect to the Subordinated Debentures. Except with
respect to directing the time, method and place of conducting a proceeding for
a remedy, the Property Trustee shall not take any of the actions described in
clauses (i), (ii) or (iii), unless it shall receive an opinion of counsel
experienced in such matters to the effect that the Issuer will not be
classified as an association taxable as a corporation for United States Federal
income tax purposes on account of such action. (Section 6.01(b)).

Any required approval of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose or pursuant to written consent. The Administrative Trustees will
cause a notice of any meeting at which holders of Preferred Securities are
entitled to vote, or of any matter upon which action by written consent of such
holders is to be taken, to be given to each holder of record of Preferred
Securities in the manner set forth in the Trust Agreement. (Section 6.02).

No vote or consent of the holders of Preferred Securities will
be required for the Issuer to redeem and cancel Preferred Securities in
accordance with the Trust Agreement.

Notwithstanding that holders of Preferred Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Preferred Securities that are owned by Ohio Edison, the Ohio Edison
Trustees or any affiliate of Ohio Edison or any Ohio Edison Trustee, shall
(except in certain

-33-
<PAGE> 37

limited circumstances set forth in the Trust Agreement) for purposes of such
vote or consent, be treated as if they were not outstanding.

The procedures by which holders of Preferred Securities may
exercise their voting rights are described below. See "-- Book-Entry Only
Issuance -- The Depository Trust Company" below.

Except in the limited circumstances described above, in
connection with the appointment of a Special Administrative Trustee, and except
if a Trust Agreement Event of Default has occurred and is continuing,
holders of the Preferred Securities will have no rights to appoint or remove
the Ohio Edison Trustees, who may be appointed, removed or replaced solely by
Ohio Edison as the indirect or direct holder of all of the Common Securities.

CO-PROPERTY TRUSTEES AND SEPARATE PROPERTY TRUSTEE

Unless a Trust Agreement Event of Default shall have occurred
and be continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any
part of the Trust Property (as defined in the Trust Agreement) may at the time
be located, the holder of the Common Securities and the Administrative Trustees
shall have power to appoint, and upon the written request of the Administrative
Trustees, Ohio Edison, as Depositor, shall for such purpose join with the
Administrative Trustees in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more persons
approved by the Property Trustee either to act as co-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate property trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
person or persons in such capacity, any property, title, right or power deemed
necessary or desirable, subject to the provisions of the Trust Agreement. If
Ohio Edison, as Depositor, does not join in such appointment within 15 days
after the receipt by it of a request so to do, or in case an Indenture Event of
Default has occurred and is continuing, the Administrative Trustees alone
shall have power to make such appointment. (Section 8.09).

PAYMENT AND PAYING AGENT

Payments in respect of the Preferred Securities shall be made
to DTC, which shall credit the relevant accounts at DTC on the applicable
Distribution Dates or, if the Preferred Securities are not held by DTC, such
payments shall be made by check mailed to the address of the holder entitled
thereto as such address shall appear on the Register. The Paying Agent shall
initially be The Bank of New York. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written

-34-
<PAGE> 38

notice to the Administrative Trustees, the Property Trustee and the Depositor.
In the event that The Bank of New York chooses to no longer be the Paying
Agent, the Administrative Trustees shall appoint a successor to act as Paying
Agent (which shall be a bank or trust company acceptable to the Property
Trustee and the Depositor). (Sections 4.04 and 5.09).

BOOK-ENTRY-ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

DTC will act as securities depository for the Preferred
Securities. The Preferred Securities will be issued only as fully-registered
securities registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global Preferred Security certificates will be issued,
representing in the aggregate the total number of Preferred Securities, and
will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities that its participants ("Participants") deposit with
DTC. DTC also facilitates the settlement of securities transactions among
Participants through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations ("Direct Participants"). DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc. (the "New York Stock
Exchange"), the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.

Purchases of Preferred Securities within the DTC system must
be made by or through Direct Participants, which will receive a credit for the
Preferred Securities on DTC's records. The ownership interest of each actual
purchaser of each Preferred Security ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which the Beneficial Owners

-35-
<PAGE> 39

purchased Preferred Securities. Transfers of ownership interests in the
Preferred Securities are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Preferred
Securities, except in the event that use of the book-entry system for the
Preferred Securities is discontinued.

DTC has no knowledge of the actual Beneficial Owners of the
Preferred Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Preferred Securities are credited, which
may or may not be the Beneficial Owners. The Participants are responsible for
keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of
the Preferred Securities are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such series to be
redeemed.

Although voting with respect to the Preferred Securities is
limited to the holders of record of the Preferred Securities, in those cases
where a vote is required, neither DTC nor Cede & Co. will itself consent or
vote with respect to Preferred Securities. Under its usual procedures, DTC
would mail an Omnibus Proxy to the Issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Preferred Securities are
credited on the record date (identified in a listing attached to the Omnibus
Proxy).

Distribution payments on the Preferred Securities will be made
by the Issuer to DTC. DTC's practice is to credit Direct Participants'
accounts on the relevant payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payments on such payment date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices and will be the responsibility of such Participant and not of DTC,
the Issuer or Ohio Edison, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of distributions to DTC is the
responsibility of the Issuer, disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Direct and Indirect
Participants.

-36-
<PAGE> 40

DTC may discontinue providing its services as securities
depository with respect to the Preferred Securities at any time by giving 90
days' notice to the Issuer. If DTC stops providing such services and a
successor securities depository is not obtained, Preferred Security
certificates must be printed and delivered. Additionally, the Administrative
Trustees (with the consent of Ohio Edison) could decide to discontinue use of
the system of book-entry transfers through DTC (or a successor depository). In
that event, definitive certificates for the Preferred Securities will be
printed and delivered.

The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Issuer believes to be
reliable, but the Issuer takes no responsibility for the accuracy thereof. The
Issuer has no responsibility for the performance by DTC or its Participants of
their respective obligations as described herein or under the rules and
procedures governing their respective operations.

REGISTRAR AND TRANSFER AGENT

The Bank of New York will act as registrar and transfer agent
for the Preferred Securities.

Registration of transfers of Preferred Securities will be
effected without charge by or on behalf of the Issuer, but upon payment in
respect of any tax or other governmental charges which may be imposed in
relation to it.

The Issuer will not be required to register or cause to be
registered any transfer of Preferred Securities after they have been called for
redemption or during a period of 15 days immediately preceding the date on
which notice identifying the serial numbers for the Preferred Securities called
for redemption is mailed.

CONCERNING THE PROPERTY TRUSTEE

Ohio Edison and certain of its subsidiaries maintain deposit
accounts and conduct other banking transactions with the Property Trustee in
the ordinary course of their businesses. The Property Trustee also acts as
trustee under certain indentures relating to borrowings by or for the benefit
of the lessors to finance their acquisition of Ohio Edison's interest in the
Perry Nuclear Power Plant and Beaver Valley Power Station in connection with
the sale and leaseback of certain undivided interests in those plants. Under
the sale/leaseback documents, Ohio Edison is ultimately responsible for the
payment of this indebtedness.

-37-
<PAGE> 41

MISCELLANEOUS

The Preferred Securities will be approved for listing on the
New York Stock Exchange, subject to official notice of issuance.

The Administrative Trustees are authorized and directed to
conduct the affairs of the Issuer and to operate the Issuer so that the Issuer
will not be deemed to be an "investment company" required to be registered
under the 1940 Act or taxed as a corporation for United States Federal income
tax purposes and so that the Subordinated Debentures will be treated as
indebtedness of Ohio Edison for United States Federal income tax purposes. In
this connection, the Depositor and the Administrative Trustees are authorized
to take any action, not inconsistent with applicable law, the certificate of
trust or the Trust Agreement, that the Depositor or the Administrative Trustees
determine in their discretion to be necessary or desirable for such purposes,
as long as such action does not adversely affect the interests of the holders
of the Preferred Securities.

Holders of the Preferred Securities have no preemptive rights.

DESCRIPTION OF THE GUARANTEE

Set forth below is a summary of information concerning the
Guarantee that will be executed and delivered by Ohio Edison for the benefit of
the holders from time to time of Preferred Securities. The Guarantee will be
qualified as an indenture under the Trust Indenture Act. The Bank of New York
will act as Guarantee Trustee under the Guarantee for the purposes of
compliance with the Trust Indenture Act. The terms of the Guarantee will be
those set forth in such Guarantee and those made part of such Guarantee by the
Trust Indenture Act. The summary is subject in all respects to the provisions
of, and is qualified in its entirety by reference to, the Guarantee, which is
filed as an exhibit to the Registration Statement of which this Prospectus
forms a part, and the Trust Indenture Act. The Guarantee Trustee will hold the
Guarantee for the benefit of the holders of the Preferred Securities.

GENERAL

Ohio Edison will fully and unconditionally agree, to the
extent described herein, to pay the Guarantee Payments (as defined below) in
full to the holders of the Preferred Securities (except to the extent paid by
or on behalf of the Issuer), as and when due, regardless of any defense, right
of set-off or counterclaim that the Issuer may have or assert. The following
payments with respect to the Preferred Securities, to the extent not paid by or
on behalf of the Issuer (the "Guarantee Payments"), will be subject to the
Guarantee (without

-38-
<PAGE> 42

duplication): (i) any accrued and unpaid distributions required to be paid on
the Preferred Securities, to the extent Ohio Edison has made a required payment
of interest or principal on the Subordinated Debentures, (ii) the redemption
price, including all accrued and unpaid distributions to the date of redemption
(the "Redemption Price"), with respect to any Preferred Securities called for
redemption by the Issuer, to the extent Ohio Edison has made a required payment
of interest or principal on the Subordinated Debentures and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Issuer
(other than in connection with the distribution of the Subordinated Debentures
to the holders of the Preferred Securities or a redemption of all of the
Preferred Securities upon the maturity or redemption of the Subordinated
Debentures), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities to the date of
payment, to the extent the Issuer has funds available therefor, and (b) the
amount of assets of the Issuer remaining available for distribution to holders
of Preferred Securities in liquidation of the Issuer. Ohio Edison's obligation
to make a Guarantee Payment may be satisfied by direct payment of the required
amounts by Ohio Edison to the holders of Preferred Securities or by causing the
Issuer to pay such amounts to such holders.

The Guarantee will be a full and unconditional guarantee with
respect to the Preferred Securities issued by the Issuer from the time of
issuance of the Preferred Securities, but will not apply to any payment of
distributions due to the extent that the Issuer shall lack funds legally
available therefor as a result of a failure by Ohio Edison to make required
payments of interest or principal on the Subordinated Debentures. If Ohio
Edison does not make interest payments on the Subordinated Debentures held by
the Issuer, the Issuer will not have funds legally available for, and will not
pay, distributions on the Preferred Securities. The Guarantee will rank
subordinate and junior in right of payment to all liabilities of Ohio Edison
(except those made pari passu by their terms). See "-- Status of the
Guarantee".

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes that do not adversely
affect the rights of holders of Preferred Securities (in which case no vote
will be required), the terms of the Guarantee may be changed only with the
prior approval of the holders of not less than 66 2/3% in liquidation amount of
the outstanding Preferred Securities. All guarantees and agreements contained
in the Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of Ohio Edison and shall inure to the benefit of the holders of
the Preferred Securities then outstanding.

-39-
<PAGE> 43

EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the
failure of Ohio Edison to perform any of its payment obligations thereunder.
The holders of a majority in liquidation amount of the Preferred Securities
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of the
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under the Guarantee.

If the Guarantee Trustee fails to enforce the Guarantee, any
holder of Preferred Securities may institute a legal proceeding directly
against Ohio Edison to enforce the Guarantee Trustee's rights under such
Guarantee without first instituting a legal proceeding against the Issuer, the
Guarantee Trustee or any other person or entity.

Ohio Edison will be required to provide annually to the
Guarantee Trustee a statement as to the performance by Ohio Edison of certain
of its obligations under the Guarantee and as to any default in such
performance.

Ohio Edison will also be required to file annually with the
Guarantee Trustee an officer's certificate as to Ohio Edison's compliance with
all conditions under the Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, prior to the occurrence of a default by
Ohio Edison in performance of the Guarantee, undertakes to perform only such
duties as are specifically set forth in the Guarantee and, after default with
respect to the Guarantee, must exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
this provision, the Guarantee Trustee is under no obligation to exercise any of
the powers vested in it by the Guarantee at the request of any holder of
Preferred Securities unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred thereby.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and
effect upon full payment of the Redemption Price of all Preferred Securities,
the distribution of Subordinated Debentures to holders of Preferred Securities
in exchange for all of the Preferred Securities or upon full payment of the
amounts payable upon liquidation of the Issuer. The Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
holder of Preferred Securities must restore payment of any sums paid under the
Preferred Securities or the Guarantee.

-40-
<PAGE> 44

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of Ohio
Edison and will rank (i) subordinate and junior in right of payment to all
liabilities of Ohio Edison (except liabilities that may be made pari passu by
their terms), (ii) pari passu with the most senior preferred or preference
stock now or hereafter issued by Ohio Edison and with any guarantee now or
hereafter entered into by Ohio Edison in respect of any preferred or preference
stock of any affiliate of Ohio Edison and (iii) senior to Ohio Edison's common
stock. The Trust Agreement provides that each holder of Preferred Securities
by acceptance thereof agrees to the subordination provisions and other terms of
the Guarantee.

The Guarantee will constitute a guarantee of payment and not
of collection. Accordingly, the guaranteed party may institute a legal
proceeding directly against the Guarantor to enforce its rights under the
Guarantee without first instituting a legal proceeding against any other person
or entity.

GOVERNING LAW

The Guarantee will be governed by and construed in accordance
with the laws of the State of New York.

DESCRIPTION OF THE SUBORDINATED DEBENTURES

Set forth below is a description of the specific terms of the
Subordinated Debentures in which the Issuer will invest the proceeds of the
issuance and sale of the Issuer Securities. The following description is
qualified in its entirety by reference to the description in the Indenture (the
"Indenture") dated as of [__________], 1995, between Ohio Edison and The Bank
of New York, as trustee with respect to the Subordinated Debentures (the
"Debenture Trustee"), which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. Whenever particular
provisions or defined terms in the Indenture are referred to herein, such
provisions or defined terms are incorporated by reference herein. Section
references used herein are references to provisions of the Indenture unless
otherwise noted.

Under certain circumstances involving the dissolution of the
Issuer following the occurrence of a Special Event, Subordinated Debentures may
be distributed to the holders of the Issuer Securities in liquidation of the
Issuer. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution."

If the Subordinated Debentures are distributed to the holders
of the Preferred Securities, Ohio Edison will use its

-41-
<PAGE> 45

best efforts to cause the Subordinated Debentures to be listed on the New York
Stock Exchange or on such other exchange, if any, as the Preferred Securities
are then listed.

GENERAL

The Subordinated Debentures will be limited in aggregate
principal amount to approximately $103,093,000, such amount being the sum of
the aggregate stated liquidation preference of the Preferred Securities and the
consideration paid by Ohio Edison for the Common Securities (assuming the
Underwriters do not exercise their over-allotment option). The Subordinated
Debentures are unsecured, subordinated obligations of Ohio Edison which rank
junior to all of Ohio Edison's Senior Indebtedness (as defined below). The
Subordinated Debentures are not subject to a sinking fund provision.

The entire outstanding principal amount of the Subordinated
Debentures will become due and payable, together with any accrued and unpaid
interest thereon, including Additional Interest (as hereinafter defined), if
any, on [__________], 2025, subject to the right of Ohio Edison to elect to
extend the scheduled maturity date of the Subordinated Debentures to a date not
later than 2044, which election is subject to Ohio Edison's satisfying certain
conditions. See "-- Option to Extend Maturity."

OPTIONAL REDEMPTION

On or after [__________], 2000, Ohio Edison will have the
right, at any time and from time to time, to redeem the Subordinated
Debentures, in whole or in part, at a redemption price equal to 100% of the
principal amount of the Subordinated Debentures being redeemed, together with
any accrued but unpaid interest, including Additional Interest, if any, to the
redemption date fixed by the Company.

In certain circumstances upon the occurrence and continuation
of a Tax Event, Ohio Edison shall have the right to redeem the Subordinated
Debentures, in whole but not in part, within 90 days following the occurrence
of such Tax Event at a redemption price equal to 100% of the principal amount
of Subordinated Debentures being redeemed, together with any accrued but
unpaid interest, including Additional Interest, if any, to the redemption
date. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution."

For so long as the Issuer is the holder of all the outstanding
Subordinated Debentures, the proceeds of any such redemption will be used by
the Issuer to redeem Preferred Securities in accordance with their terms. Ohio
Edison may not redeem the Subordinated Debentures in part unless all accrued
and unpaid interest (including any Additional Interest) has been paid in full
on all outstanding Subordinated Debentures for all

-42-
<PAGE> 46

quarterly interest periods terminating on or prior to the date of redemption.

Any optional redemption of the Subordinated Debentures shall
be made upon not less than 30 nor more than 60 days' notice to the holders
thereof, as provided in the Indenture.

INTEREST

The Subordinated Debentures shall bear interest at the rate of
[____]% per annum. Such interest is payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year (each, an "Interest Payment
Date"), commencing [__________], 1995, to the person in whose name each
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment
Date. Interest will accrue quarterly (to the extent permitted by applicable
law) at the rate of [___]% per annum on any interest installment in arrears for
more than one quarter and on any interest on such overdue interest. It is
anticipated that the Issuer will be the sole holder of the Subordinated
Debentures unless the Trust is liquidated.

The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on the Subordinated Debentures is not a
Business Day, then payment of the 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 any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable.

OPTION TO EXTEND MATURITY DATE

The maturity date of the Subordinated Debentures is
__________________, 2025 (the "Stated Maturity"). Ohio Edison, however, may,
before the Stated Maturity, extend such maturity date no more than one time for
up to an additional 19 years from the Stated Maturity; provided that (a) Ohio
Edison is not in bankruptcy or otherwise insolvent, (b) Ohio Edison is not in
default on the Subordinated Debentures, (c) Ohio Edison has made timely
payments on the Subordinated Debentures for the immediately preceding six
quarters without deferrals, (d) the Issuer is not in arrears on payments of
distributions on the Preferred Securities and (e) the Subordinated Debentures
are rated BBB- or higher by any one of Standard & Poor's Rating Group, Fitch
Investor Services or Duff & Phelps Credit Rating Company, Baa3 or higher by
Moody's Investor Service, Inc. or the equivalent for any other nationally
recognized statistical rating organization. Pursuant to the Trust Agreement,
the Administrative Trustees are required to give notice of Ohio Edison's
election to extend the Stated Maturity to the holders of the Preferred
Securities.

-43-
<PAGE> 47

OPTION TO EXTEND INTEREST PAYMENT PERIOD

Ohio Edison shall have the right at any time during the term
of the Subordinated Debentures to extend the interest payment period from time
to time for an Extension Period not exceeding 20 consecutive quarters, during
which interest will accrue but not be paid. Interest will accrue quarterly on
accrued but unpaid interest during any Extension Period. At the end of the
Extension Period, Ohio Edison must pay all interest then accrued and unpaid
(including interest accrued on unpaid interest as described above at the rate
specified for the Subordinated Debentures to the extent permitted by applicable
law). During any Extension Period, Ohio Edison may not (a) declare or pay any
dividends on, or make a distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock, or (b) make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by the Company that rank
pari passu with or junior to the Subordinated Debentures, or (c) make any
guarantee payments with respect to the foregoing (other than payments under the
Guarantee); provided, however, that restriction (a) above does not apply to any
stock dividends paid by Ohio Edison where the dividend stock is the same as
that on which the dividend is paid. Prior to the termination of any Extension
Period, Ohio Edison may further extend the interest payment period, provided
that such Extension Period together with all such previous and further
extensions thereof shall not exceed 20 consecutive quarters at any one time or
extend beyond the maturity date of the Subordinated Debentures. Upon the
termination of any Extension Period and the payment of all amounts then due,
Ohio Edison may select a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension Period,
except at the end thereof. So long as the Property Trustee shall be the sole
holder of the Subordinated Debentures, Ohio Edison must give the Property
Trustee, the Administrative Trustees and the Debenture Trustee notice of its
selection of such Extension Period at least one Business Day prior to the
earlier of (i) the date the distributions on the Preferred Securities are
payable or (ii) the date the Administrative Trustees are required to give
notice to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities of the record date for
the payment of such distributions or the date such distributions are payable,
but in any event not less than one Business Day prior to such record date. The
Administrative Trustees will be required to give notice of Ohio Edison's
selection of such Extension Period to the holders of the Preferred Securities.

-44-
<PAGE> 48

ADDITIONAL INTEREST

If the Issuer would be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States or any other taxing authority, then, in any
case, Ohio Edison will also pay as additional interest ("Additional Interest")
such amounts as shall be required so that the net amounts received and retained
by the Issuer after paying such taxes, duties, assessments or governmental
charges will be not less than the amounts the Issuer would have received had no
such taxes, duties, assessments or governmental charges been imposed.

SET-OFF

Notwithstanding anything to the contrary in the Indenture,
Ohio Edison shall have the right to set-off any payment it is otherwise
required to make thereunder to the extent Ohio Edison has theretofore made, or
is concurrently on the date of such payment making, a payment under the
Guarantee.

SUBORDINATION

The Subordinated Debentures are subordinate and junior in
right of payment to all Senior Indebtedness (as defined below) of Ohio Edison
as provided in the Indenture. The Subordinated Debentures rank equal with
obligations to trade creditors of Ohio Edison. No payment of principal of
(including redemption), or interest on, the Subordinated Debentures may be made
if Ohio Edison has defaulted on any payment of Senior Indebtedness when due,
any applicable grace period with respect to such default has ended and such
default has not been cured or waived, or if the maturity of any Senior
Indebtedness has been accelerated because of a default. (Section 11.02). Upon
any payment or distribution of assets of Ohio Edison to creditors upon any
dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all principal of and interest due or to become due on, all Senior Indebtedness
must be paid in full before the holders of the Subordinated Debentures are
entitled to receive or retain any payment thereon. (Section 11.03). Subject
to the prior payment of all Senior Indebtedness, the rights of the holders of
the Subordinated Debentures will be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions applicable to Senior
Indebtedness until all amounts owing on the Subordinated Debentures are paid in
full. (Section 11.04).

The term "Senior Indebtedness" shall mean the principal of,
premium, if any, interest on and any other payment due pursuant to any of the
following, whether outstanding at the date of execution of the Indenture or
thereafter incurred, created or assumed:

-45-
<PAGE> 49

(a) all indebtedness of Ohio Edison on a consolidated basis
(other than any obligations to trade creditors) evidenced by notes,
debentures, bonds, other securities or other instruments issued by
Ohio Edison for money borrowed and capitalized lease obligations;

(b) all indebtedness of others of the kinds described in the
preceding clause (a) assumed by or guaranteed in any manner by Ohio
Edison or in effect guaranteed by Ohio Edison; and

(c) all renewals, extensions or refundings of indebtedness of
the kinds described in either of the preceding clauses (a) or (b),
unless, in the case of any particular indebtedness, renewal, extension
or refunding, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such
indebtedness, renewal, extension or refunding is not superior in right
of payment to or is pari passu with the Subordinated Debentures.
(Section 1.01).

The Indenture does not limit the aggregate amount of Senior
Indebtedness that may be issued. As of June 30, 1995, Ohio Edison had
approximately $3,546 million of principal amount of indebtedness for borrowed
money constituting Senior Indebtedness on a consolidated basis.

CERTAIN COVENANTS OF OHIO EDISON

Pursuant to the Indenture, Ohio Edison will covenant that it
will not declare or pay any dividends or distributions (other than dividends or
distributions payable in common stock of Ohio Edison) on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock, or make any guarantee payments with respect to the foregoing (other than
payments under the Guarantee) if at such time (i) there shall have occurred any
event of which Ohio Edison has actual knowledge that (a) with the giving of
notice or the lapse of time, or both, would constitute an Indenture Event of
Default and (b) in respect of which Ohio Edison shall not have taken reasonable
steps to cure, (ii) Ohio Edison shall be in default with respect to its payment
of any obligations under the Guarantee or (iii) Ohio Edison shall have given
notice of its selection of an Extension Period as provided in the Indenture and
such Extension Period, or any extension thereof, shall be continuing. (Section
10.05). Ohio Edison will also covenant (i) to maintain 100% ownership of the
Common Securities of the Issuer, provided, however, that any permitted
successor of Ohio Edison under the Indenture may succeed to Ohio Edison's
ownership thereof, (ii) not to voluntarily dissolve, wind-up or terminate the
Trust, except in connection with the distribution of the Subordinated
Debentures to the holders of the Preferred Securities in liquidation of the
Issuer or in connection with

-46-
<PAGE> 50

certain mergers, consolidations or amalgamations permitted by the Trust
Agreement and (iii) to use its reasonable efforts, consistent with the terms
and provisions of the Trust Agreement, to cause the Issuer to remain a business
trust and otherwise not to be classified as a corporation for United States
Federal income tax purposes. (Section 10.05).

EVENTS OF DEFAULT

The Indenture provides that any one or more of the following
described events, that has occurred and is continuing constitutes an Indenture
Event of Default with respect to the Subordinated Debentures:

(a) failure for 10 days to pay interest on the Subordinated
Debentures, including any Additional Interest in respect thereof, when
due (subject to the deferral of any due date in the case of an
Extension Period); or

(b) failure to pay principal on the Subordinated Debentures
when due whether at maturity, upon redemption by declaration or
otherwise; provided, however, that an extension of the maturity of the
Subordinated Debentures in accordance with the terms of the Indenture
and the Subordinated Debentures shall not constitute an Indenture
Event of Default; or

(c) failure to observe or perform in any material respect any
other covenant contained in the Indenture for 90 days after written
notice to Ohio Edison from the Debenture Trustee or the holders of at
least 25% in principal amount of the outstanding Subordinated
Debentures; or

(d) certain events in bankruptcy, insolvency or reorganization
of Ohio Edison. (Section 5.01).

The holders of a majority in outstanding principal amount of
the Subordinated Debentures have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Debenture Trustee.
(Section 5.12). The Debenture Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of the Subordinated Debentures may
declare the principal of and interest on the Subordinated Debentures due and
payable immediately upon an Indenture Event of Default, and should the
Debenture Trustee or such holders of Subordinated Debentures fail to make such
declaration the holders of at least 25% in aggregate liquidation preference of
Preferred Securities then outstanding shall have such right. The holders of a
majority in aggregate outstanding principal amount of the Subordinated
Debentures may annul such declaration if all defaults have been cured or waived
and a sum sufficient to pay all matured installments of interest and principal
due otherwise than by acceleration, as well as all sums paid or advanced by the
Debenture Trustee and its compensation,

-47-
<PAGE> 51

expenses and advances, has been deposited with the Debenture Trustee. (Section
5.02).

The holders of a majority in outstanding principal amount of
the Subordinated Debentures affected thereby may, on behalf of the holders of
all the Subordinated Debentures, waive any past default, except a default in
the payment of principal or interest (unless such default has been cured and a
sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee)
or a default in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Subordinated Debenture. (Section 5.13). Ohio Edison is required
to file annually with the Debenture Trustee a certificate as to whether or not
Ohio Edison is in compliance with all the material terms, provisions and
conditions applicable to it under the Indenture. (Section 10.04).

In case any Indenture Event of Default shall occur and be
continuing, the Property Trustee will have the right to declare the principal
of and the interest on the Subordinated Debentures (including any Additional
Interest) and any other amounts payable under the Indenture to be forthwith due
and payable and to enforce its other rights as a creditor with respect to the
Subordinated Debentures.

A voluntary or involuntary dissolution of the Issuer prior to
redemption or maturity of the Subordinated Debentures would not constitute an
Indenture Event of Default. If the Issuer is dissolved, an event Ohio Edison
and the Issuer consider to be remote, any of the following, among other things,
could occur: (i) a distribution of the Subordinated Debentures to the holders
of the Preferred Securities, (ii) a cash distribution to the holders of the
Preferred Securities out of the sale of assets of the Issuer, after
satisfaction of liabilities to creditors, (iii) a permitted redemption at par
of the Subordinated Debentures, and a consequent redemption of a Like Amount of
the Preferred Securities, at the option of Ohio Edison under the circumstances
described in "-- Optional Redemption" or (iv) the rollover of the Trust
Property into another entity with similar characteristics.

FORM, EXCHANGE, AND TRANSFER

The Subordinated Debentures will be issuable only in
registered form, without coupons and only in denominations of $25 and integral
multiples thereof. (Section 3.02.)

Subject to the terms of the Indenture, Subordinated Debentures
may be presented for registration of transfer (duly endorsed or accompanied by
satisfactory instruments of transfer) at the office of the Security Registrar
or at the office of any

-48-
<PAGE> 52

transfer agent designated by Ohio Edison for such purpose. No service charge
will be made for any registration of transfer or exchange of Subordinated
Debentures, but Ohio Edison may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith except
with respect to certain exchanges not involving any transfer. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent,
as the case may be, being satisfied with the documents of transfer, title and
identity of the person making the request. Ohio Edison has appointed the
Debenture Trustee as Security Registrar. (Section 3.05.)

Ohio Edison may at any time designate additional transfer
agents or rescind the designation of any transfer agent or approve a change in
the office through which any transfer agent acts. (Section 10.02.)

Ohio Edison will not be required to (i) issue, register the
transfer of or exchange Subordinated Debentures during a period of 15 days
before the day notice of redemption identifying the Subordinated Debentures
called for redemption is mailed or (ii) issue, register the transfer or
exchange any Subordinated Debentures selected for redemption in whole or in
part, except the unredeemed portion of any such Subordinated Debentures being
redeemed in part. (Section 3.05.)

PAYMENT AND PAYING AGENTS

Payment of interest on a Subordinated Debenture on any
Interest Payment Date will be made to the Person in whose name such
Subordinated Debenture (or one or more predecessor securities) is registered at
the close of business on the Regular Record Date for such interest. (Section
3.07.)

Principal of and any interest on the Subordinated Debentures
will be payable at the office of such Paying Agent or Paying Agents as Ohio
Edison may designate for such purpose from time to time, except that at the
option of Ohio Edison payment of any interest may be made by check mailed to
the address of the Person entitled thereto as such address appears in the
Security Register or by wire transfer. The Debenture Trustee is The Bank of
New York and the corporate trust office of the Debenture Trustee in The City of
New York is designated as Ohio Edison's sole Paying Agent for payments with
respect to the Subordinated Debentures. Ohio Edison may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts. (Section
10.02.)

MODIFICATION OF THE INDENTURE

-49-
<PAGE> 53

The Indenture contains provisions permitting Ohio Edison and
the Debenture Trustee, with the consent of the holders of not less than 66 2/3%
of the principal amount of the outstanding Subordinated Debentures, to modify
the Indenture in a manner affecting the rights of the holders of the
Subordinated Debentures; provided that no such modification may, without the
consent of the holder of each outstanding Subordinated Debenture, (i) change
the fixed maturity of the Subordinated Debentures, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or modify the subordination provisions in the Indenture in a manner
adverse to the holders of the Subordinated Debentures, (ii) reduce the
percentage of principal amount of Subordinated Debentures, the holders of which
are required to consent to any such modification of the Indenture or (iii)
modify certain provisions of the Indenture relating to the waiver of past
defaults or compliance by Ohio Edison with the covenants therein. The
Indenture also requires the consent of the holders of the Preferred Securities
in respect of certain amendments to or termination of the Indenture and in
respect of compliance by Ohio Edison with certain covenants in the Indenture.
(Section 9.02.)

CONSOLIDATION, MERGER AND SALE

Ohio Edison may not consolidate with or merge into, or convey,
transfer or lease its properties and assets substantially as an entirety to,
any Person (a "successor Person"), and may not permit any Person to merge into,
or convey, transfer or lease its properties and assets substantially as an
entirety to, Ohio Edison unless (i) the successor Person (if any) is a
corporation, partnership or trust organized and validly existing under the laws
of any domestic jurisdiction and assumes Ohio Edison's obligations on the
Subordinated Debentures and under the Indenture, (ii) immediately after giving
effect to the transaction, and treating any indebtedness which becomes an
obligation of Ohio Edison or any Subsidiary as a result of the transaction as
having been incurred by it at the time of the transaction, no Indenture Event
of Default, and no event which, after notice or lapse of time or both, would
become an Indenture Event of Default, shall have occurred and be continuing
(iii) such consolidation or merger or conveyance, transfer or lease of
properties or assets of Ohio Edison is permitted under, and does not give rise
to any breach or violation of, the Trust Agreement or the Guarantee and (iv)
certain other conditions are met. (Section 8.01).

SATISFACTION AND DISCHARGE

Under the terms of the Indenture, Ohio Edison will be
discharged from any and all obligations in respect of the Subordinated
Debentures (except in each case for certain obligations to register the
transfer or exchange of Subordinated Debentures, replace stolen, lost or
mutilated Subordinated

-50-
<PAGE> 54

Debentures and hold moneys for payment in trust) if Ohio Edison deposits with
the Debenture Trustee, in trust, moneys in an amount sufficient to pay all the
principal of, and interest on, the Subordinated Debentures on the dates such
payments are due in accordance with the terms of such Subordinated Debentures,
provided that the Subordinated Debentures have become due and payable, or will
become due and payable within one year whether at maturity or through
redemption thereof. (Section 4.01).

GOVERNING LAW

The Indenture and the Subordinated Debentures will be governed
by, and construed in accordance with, the laws of the State of New York.
(Section 1.12).

RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE SUBORDINATED DEBENTURES AND THE GUARANTEE

As long as payments of interest and other payments are made
when due on the Subordinated Debentures, such payments will be sufficient to
cover distributions and other payments due on the Preferred Securities,
primarily because (i) the aggregate principal amount of Subordinated Debentures
will be equal to the sum of the aggregate stated liquidation preference of the
Preferred Securities and the Common Securities; (ii) the interest rate and
interest and other payment dates on the Subordinated Debentures will match the
distribution rate and distribution and other payment dates for the Preferred
Securities; (iii) the Trust Agreement provides that Ohio Edison shall pay for
all, and the Issuer shall not be obligated to pay, directly or indirectly, for
any, costs, expenses and liabilities of the Issuer, including any income taxes,
duties and other governmental charges, and all costs and expenses with respect
thereto, to which the Issuer may become subject, except for United States
withholding taxes and the Issuer's obligations to holders of Preferred
Securities under the Preferred Securities; and (iv) the Trust Agreement further
provides that the Ohio Edison Trustees shall not cause or permit the Issuer to,
among other things, engage in any activity that is not consistent with the
limited purposes of the Issuer.

Payments of distributions and other amounts due on the
Preferred Securities (to the extent the Issuer has funds available for the
payment of such distributions) are guaranteed by Ohio Edison as and to the
extent set forth under "Description of the Guarantee." If and to the extent
that Ohio Edison does not make payments on the Subordinated Debentures, the
Issuer will not pay distributions or other amounts due on the Preferred
Securities.

If the Guarantee Trustee fails to enforce the Guarantee, a
holder of a Preferred Security may institute a legal

-51-
<PAGE> 55

proceeding directly against Ohio Edison to enforce its rights under the
Guarantee without first instituting a legal proceeding against the Issuer or
any other person or entity.

The Preferred Securities evidence the rights of the holders
thereof to the benefits of the Trust, a trust that exists for the sole purpose
of issuing its Issuer Securities and investing the proceeds thereof in debt
securities of Ohio Edison, while the Subordinated Debentures represent
indebtedness of Ohio Edison. A principal difference between the rights of a
holder of a Preferred Security and a holder of a Subordinated Debenture is that
a holder of a Subordinated Debenture will accrue, and (subject to the
permissible extension of the interest period) is entitled to receive, interest
on the principal amount of Subordinated Debentures held, while a holder of
Preferred Securities is only entitled to receive distributions if and to the
extent the Issuer has funds legally available for the payment of such
distributions.

Upon any voluntary or involuntary dissolution, winding-up or
termination of the Issuer, the holders of Preferred Securities will be entitled
to receive, out of assets legally available for distribution to holders, the
Liquidation Distribution in cash. See "Description of the Preferred Securities
-- Liquidation Distribution Upon Dissolution". Upon any voluntary or
involuntary liquidation or bankruptcy of Ohio Edison, the Issuer, as holder of
the Subordinated Debentures, would be a subordinated creditor of Ohio Edison,
subordinated in right of payment to all Senior Indebtedness, but entitled to
receive payment in full of principal and interest, before any stockholders of
Ohio Edison receive payments or distributions. Since Ohio Edison is Guarantor
under the Guarantee and has agreed to pay for all costs, expenses and
liabilities of the Issuer (other than United States withholding taxes and other
than the Issuer's obligations to holders of Preferred Securities under the
Preferred Securities), the positions of a holder of Preferred Securities and a
holder of Subordinated Debentures relative to other creditors and to
stockholders of Ohio Edison in the event of liquidation or bankruptcy of Ohio
Edison would be substantially the same.

A default or event of default under any Senior Indebtedness
would not constitute a default or Indenture Event of Default. In the event of
payment defaults under, or acceleration of, Senior Indebtedness, the
subordination provisions of the Subordinated Debentures provide that no
payments may be made in respect of the Subordinated Debentures until such
Senior Indebtedness has been paid in full or any payment default thereunder has
been cured or waived. Failure to make required payments on the Subordinated
Debentures would constitute an Indenture Event of Default.

-52-
<PAGE> 56

UNITED STATES TAXATION

GENERAL

This section is a summary of the principal United States
Federal income tax considerations that may be relevant to prospective
purchasers of Preferred Securities and represents the opinion of Winthrop,
Stimson, Putnam & Roberts, counsel to Ohio Edison and the Issuer, insofar as it
relates to matters of law and legal conclusions with respect thereto. This
section is based upon current provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed Treasury Regulations thereunder
and current administrative rulings and court decisions, all of which are
subject to change (which change may be retroactive). Subsequent changes may
cause tax consequences to vary substantially from the consequences described
below.

The following discussion does not address all United States
Federal income tax matters affecting holders of Preferred Securities.
Moreover, the discussion addresses the United States Federal income tax
considerations of holders of Preferred Securities that are citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any political
subdivision thereof or therein, or estates or trusts the income of which is
subject to United States Federal income taxation regardless of its source
("U.S. Holders") and that hold the Preferred Securities as a capital asset.
Except as provided below, this discussion does not address the tax consequences
to holders of Preferred Securities who are not U.S. Holders ("Non-U.S.
Holders"), nor does it address tax considerations applicable to holders of
Preferred Securities that may be subject to special tax rules, such as banks,
insurance companies, tax-exempt organizations or dealers in securities or
currencies, or to holders of Preferred Securities that will hold Preferred
Securities as part of a position in a "straddle" or as part of a "hedging" or
"conversion" transaction for United States Federal income tax purposes or that
have a "functional currency" other than the United States dollar. In addition,
this discussion does not address the tax consequences to Preferred Securities
that do not purchase Preferred Securities as part of their initial
distribution. Accordingly, each prospective holder of Preferred Securities,
including each Non-U.S. Holder, should consult, and should depend on, his, her
or its own tax advisor in analyzing the United States Federal, state, local and
foreign tax consequences of the purchase, ownership, sale or other disposition
of Preferred Securities.

While Ohio Edison believes, based upon the advice of its
counsel, that the Subordinated Debentures should be treated as indebtedness for
United States Federal income tax purposes, holders of Preferred Securities
should note that the Internal

-53-
<PAGE> 57

Revenue Service (the "Service") may attempt to treat the Subordinated
Debentures as equity rather than indebtedness for United States Federal income
tax purposes. If the Service were successful in such attempt, the Preferred
Securities would be subject to redemption at the option of Ohio Edison as
described under "Description of the Preferred Securities -- Mandatory
Redemption."

INCOME FROM PREFERRED SECURITIES

In the opinion of Winthrop, Stimson, Putnam & Roberts, the
Issuer will not be classified as an association taxable as a corporation for
United States Federal income tax purposes. Each holder of Preferred Securities
will be treated as owning an undivided beneficial interest in the Subordinated
Debentures. Accordingly, each U.S. Holder will be required to include in its
gross income as interest its share of the original issue discount ("OID")
accrued with respect to the Subordinated Debentures whether or not
distributions are actually made to the holders of Preferred Securities. No
portion of such income will be eligible for the dividends-received deduction.

ORIGINAL ISSUE DISCOUNT

Under the Indenture, Ohio Edison has the option to extend from
time to time the interest payment period on the Subordinated Debentures for a
period not exceeding 20 consecutive quarters but not beyond the maturity date
of the Subordinated Debentures (including any extension thereof). Ohio
Edison's option to extend the interest payment period will cause the
Subordinated Debentures to be treated as having been issued with OID for United
States Federal income tax purposes. Accordingly, a U.S. Holder will accrue OID
(as interest income) in accordance with a constant yield method over the term
of the Subordinated Debentures (including any Extension Period), regardless of
the receipt of cash with respect to the period to which such income is
attributable.

As a result, U.S. Holders of record during an Extension Period
will include interest in gross income in advance of the receipt of cash, and
any such holders who dispose of Preferred Securities prior to the record date
for the payment of distributions following such Extension Period will include
interest in gross income but will not receive any cash related thereto.

RECEIPT OF SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE ISSUER

Under certain circumstances, as described under the caption
"Description of the Preferred Securities -- Special Event Redemption or
Distribution," Subordinated Debentures may be

-54-
<PAGE> 58

distributed to holders of Preferred Securities in exchange for the Preferred
Securities and in liquidation of the Issuer. Under current law, such a
distribution, for United States Federal income tax purposes, would be treated
as a non-taxable event to each U.S. Holder, and each U.S. Holder would receive
an aggregate tax basis in the Subordinated Debentures equal to such holder's
aggregate tax basis in its Preferred Securities. A U.S Holder's holding period
for the Subordinated Debentures received in liquidation of the Issuer would
include the period during which such holder held the Preferred Securities.

Under certain circumstances, as described under the caption
"Description of Preferred Securities -- Special Event Redemption or
Distribution," Subordinated Debentures may be redeemed for cash and the
proceeds of such redemption distributed to holders of Preferred Securities in
redemption of the Preferred Securities. Under current law, such a redemption
would, for United States Federal income tax purposes, constitute a taxable
disposition of the redeemed Preferred Securities, and a U.S. Holder would
recognize gain or loss as if such holder had sold such redeemed Preferred
Securities for cash. See "Sale of Preferred Securities."

SALE OF PREFERRED SECURITIES

Gain or loss will be recognized by a U.S. Holder on a sale of
Preferred Securities, including a redemption for cash, and will be equal to the
difference between the amount realized and such holder's adjusted tax basis in
the Preferred Securities sold. A U.S. Holder's adjusted tax basis in a
Preferred Security generally will equal the issue price of such Preferred
Security increased by the amount of OID previously includible in the gross
income of such holder and decreased by the amount of any payments received on
such Preferred Security. Any gain or loss recognized by a U.S. Holder on the
sale of a Preferred Security held for more than one year generally will be
taxable as long-term capital gain or loss. Subject to certain limited
exceptions, capital loses cannot be applied to offset ordinary income for
United States Federal income tax purposes.

NON-U.S. HOLDERS

Under present United States Federal income tax law: (i)
payments by the Issuer or any of its paying agents to any Non-U.S. Holder will
not be subject to United States Federal withholding tax, provided that (a) the
beneficial owner of the Preferred Security does not actually or constructively
own 10% or more of the total combined voting power of all classes of stock of
Ohio Edison entitled to vote, (b) the beneficial owner of the Preferred
Security is not a controlled foreign corporation that is related to Ohio Edison
through stock ownership, and (c) either (A) the beneficial owner of the
Preferred Security certifies to

-55-
<PAGE> 59

the Issuer or its agent, under penalties of perjury, that it is not a U.S.
Holder and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Preferred Security in such capacity, certifies to
the Issuer or its agent, under penalties or perjury, that such statement has
been received from the beneficial owner by it or by another Financial
Institution between it and the beneficial owner and furnishes the Issuer or its
agent with a copy thereof; and (ii) a Non-U.S. Holder will generally not be
subject to United States Federal income or withholding tax on any gain realized
upon the sale or other disposition of a Preferred Security, except that a
Non-U.S. Holder will be subject to United States Federal income tax on any gain
if such Non-U.S. Holder (a) is engaged in a trade or business in the United
States and such gain is effectively connected to the conduct of such trade or
business or (b) is an individual present in the United States for 183 days or
more during the taxable year, and certain other conditions are met.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

Subject to the qualifications discussed below, income on the
Preferred Securities (or on a Subordinated Debenture distributed to a holder of
a Preferred Security) will be reported to holders of Preferred Securities on
Forms 1099, which forms should be mailed to such holders by January 31
following each calendar year.

The Issuer will be obligated to report annually to Cede & Co.,
as holder of record of the Preferred Securities, the OID related to the
Subordinated Debentures that accrued during the year. The Issuer currently
intends to report such information on Form 1099 prior to January 31 following
each calendar year. The Underwriters have indicated to the Issuer that, to the
extent that they hold Preferred Securities as nominees for beneficial holders,
they currently expect to report to such beneficial holders on Forms 1099 by
January 31 following each calendar year. Under current law, holders of
Preferred Securities who hold as nominees for beneficial holders will not have
any obligation to report information regarding the beneficial holders to the
Issuer. The Issuer, moreover, will not have any obligation to report to
beneficial holders who are not also record holders. Thus, beneficial holders
of Preferred Securities who hold their Preferred Securities through the
Underwriters will receive Forms 1099 reflecting the income on their Preferred
Securities from such nominee holders rather than from the Issuer.

Payments made in respect of, and proceeds from the sale of,
the Preferred Securities, or Subordinated Debentures distributed to holders of
Preferred Securities, may be subject to a "backup" withholding tax of 31%
unless the holder complies with certain identification requirements. Any
withheld amounts will

-56-
<PAGE> 60

be allowed as a refund or a credit against the holder's United States Federal
income tax liability, provided the required information is provided to the
Service.

These information reporting and backup withholding tax rules
are subject to proposed Treasury Regulations and currently are under review by
the United States Treasury. Accordingly, the application of such rules to the
Preferred Securities could be changed.

UNDERWRITING

Under the terms and subject to the conditions contained in the
Underwriting Agreement dated the date hereof, each of the Underwriters named
below for whom Morgan Stanley & Co. Incorporated is acting as representative
(the "Representative") has severally agreed to purchase, and the Issuer has
agreed to sell to each of the Underwriters, severally, the respective number of
Preferred Securities set opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF SERIES A
NAME PREFERRED SECURITIES
------------ --------------------

<S> <C>
Morgan Stanley & Co. Incorporated

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

The Underwriting Agreement provides that the several
obligations of the Underwriters to pay for and accept delivery of the Preferred
Securities are subject to the approval of certain legal matters by their
counsel and to certain other conditions. In the Underwriting Agreement, the
several Underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Preferred Securities offered hereby if any of the
Preferred Securities are purchased. In the event of default by an Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the
purchase commitments of the nondefaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

The Underwriters initially propose to offer all or part of the
Preferred Securities directly to the public at the price to public set forth on
the cover page of this Prospectus, and all or part to certain dealers at a
price that represents a concession not in excess of $[__________] per
Preferred Security. The Underwriters may allow, and such dealers may reallow,
a concession not in excess of $[__________] per Preferred Security to certain
other dealers. After the initial offering of the Preferred Securities, the
offering price and

-57-
<PAGE> 61

other selling terms may from time to time be varied by the Representatives.

Because the proceeds of the sale of the Preferred Securities
will ultimately be used to purchase the Subordinated Debentures of Ohio Edison,
the Underwriting Agreement provides that Ohio Edison will pay to the
Underwriters as compensation for their services, $[__________] per Preferred
Security (or $[__________] in the aggregate); provided that such compensation
will be $[__________] per Preferred Security sold to certain institutions.

Prior to this offering, there has been no public market for
the Preferred Securities. Application has been made to list the Preferred
Securities on the New York Stock Exchange. Listing will be contingent upon
meeting the requirements of the New York Stock Exchange, including those
relating to distribution. In order to meet one such requirement, the
Underwriters will undertake to sell lots of 100 or more Preferred Securities to
a minimum of 400 beneficial holders. If listing is approved, trading of the
Preferred Securities on the New York Stock Exchange is expected to commence
within a 30-day period after the initial delivery of the Preferred
Securities. The Underwriters have advised the Issuer that they intend to make
a market in the Preferred Securities prior to the commencement of trading on
the New York Stock Exchange. The Underwriters will have no obligation to make
a market in the Preferred Securities, however, and may cease market making
activities, if commenced, at any time.

The Issuer and Ohio Edison have agreed to indemnify the
Underwriters against, or contribute to payments that the Underwriters may be
required to make in respect of, certain liabilities, including liabilities
under the Securities Act of 1933, as amended.

The Issuer has granted the Underwriters an option exercisable
for 30 days after the date of this Prospectus to purchase up to 600,000
additional Preferred Securities to cover over-allotments, if any, at the price
to public (with additional Underwriters' Compensation), as set forth on the
cover page of this Prospectus. If the Underwriters exercise their
over-allotment option, the Underwriters have severally agreed, subject to
certain conditions, to purchase approximately the same percentage thereof that
the number of Preferred Securities to be purchased by each of them, as shown in
the foregoing table, bears to the number of Preferred Securities initially
offered hereby.

In accordance with Section 34 of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., no sales of Preferred
Securities may be made to a discretionary account without the prior written
approval of the customer.

-58-
<PAGE> 62

EXPERTS

The consolidated financial statements and related schedule
incorporated by reference or included in Ohio Edison Company's Annual Report on
Form 10-K, incorporated by reference in this prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports dated February 3, 1995 with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports. Reference is made to said
reports, which include an explanatory paragraph with respect to the Company's
change in its method of accounting for unbilled revenues, income taxes and
post-retirement benefits other than pensions as discussed in Notes 1 and 2 to
the consolidated financial statements.

With respect to the unaudited interim consolidated financial
information for the quarters ended March 31, 1995 and 1994, and June 30, 1995
and 1994, Arthur Andersen LLP has applied limited procedures in accordance with
professional standards for reviews of that information. However, their
separate reports thereon state that they did not audit and they do not express
an opinion on that interim consolidated financial information. Accordingly,
the degree of reliance on their reports on that information should be
restricted in light of the limited nature of the review procedures applied. In
addition, the accountants are not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their reports on the unaudited
interim consolidated financial information because those reports are not
"reports" or "parts" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Act.

VALIDITY OF THE SECURITIES

Certain matters of Delaware law relating to the validity of
the Preferred Securities, the validity of the Trust Agreement and the formation
of the Issuer are being passed upon by Richards, Layton & Finger, special
Delaware counsel to the Issuer. The validity of the Guarantee and the
Subordinated Debentures will be passed upon on behalf of the Issuer and Ohio
Edison by Anthony J. Alexander, Esq., Akron, Ohio, who is Senior Vice President
and General Counsel of Ohio Edison, and Winthrop, Stimson, Putnam & Roberts,
and on behalf of the Underwriters by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), counsel to the Underwriters.

-59-
<PAGE> 63

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Filing fees--Securities and Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,660
Printing and composition of registration statement, prospectus, etc. . . . . . . . . . . . . . . . . . . . . . 60,000
Services of Trustee and its counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Services of Counsel--Winthrop, Stimson, Putnam & Roberts
and Richards, Layton & Finger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,000
Services of accountants--Arthur Andersen LLP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
New York Stock Exchange listing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,300
Rating fees:
Moody's Investors Service, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000
Standard & Poor's Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,300
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,740
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 405,000
=========
</TABLE>

All of the above amounts, other than the filing fees, are estimates.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 1701.13(E) of Title 17 of Page's Ohio Revised Code
Annotated gives a corporation incorporated under the laws of Ohio power to
indemnify any person who is or has been a director, officer or employee of that
corporation, or of another corporation at the request of that corporation,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, criminal or civil, to which he is or may
be made a party because of being or having been such director, officer or
employee, provided that in connection therewith, such person is determined to
have acted in good faith in what he reasonably believed to be in or not opposed
to the best interest of the corporation of which he is a director, officer or
employee, without reasonable cause, in the case of a criminal matter, to
believe that his conduct was unlawful. The determination as to the conditions
precedent to the permitted indemnification of such person is made by the
directors of the indemnifying corporation acting at a meeting at which, for the
purpose, any director who is a party to or threatened with any such action,
suit or proceeding may not be counted in determining the existence of a quorum
and may not vote. If, because of the foregoing limitations, the directors are
unable to act in this regard, such determination may be made by the majority
vote of the corporation's voting shareholders (or without a meeting upon
two-thirds written consent of such shareholders), by judicial proceeding or by
written opinion of legal counsel not retained by the corporation or any person
to be indemnified during the five years preceding the date of determination.

II-1
<PAGE> 64

Section 36 of Ohio Edison Company's Code of Regulations
provides as follows:

"The Corporation shall indemnify any person who is or was a
director, officer, employee or agent of the Corporation or any person
who is or has served at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation, joint
venture, trust or other enterprise (as his heirs, executors and
administrators) against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him by reason of the fact that he is or was
such director, officer, employee, agent or trustee in connection with
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative to the full
extent and according to the procedures and requirements set forth in
any applicable law as the same may be in effect from time to time."

The following resolution was adopted by the Board of Directors
of Ohio Edison Company on December 15, 1992 and made applicable to this
registration statement at meetings held on March 16, 1993, September 21, 1993
and October 19, 1993:

"RESOLVED, FURTHER: That, in addition to and not in derogation
of any other indemnity that may be available, with respect to the
preparation and filing of registration statement or registration
statements with the Securities and Exchange Commission in connection
with the proposed issuance and sale of the Long-term Indebtedness
and/or the Equity Securities of the Company authorized at this
meeting, this Company indemnify and save harmless each and every
officer and employee of the Company executing and preparing any such
registration statement in its original or amended form and every
director of the Company who was a director thereof at the time of the
filing of any such registration statement in its original or amended
form, against any and all expenses reasonably incurred by them or any
of them in connection with any action, suit or proceeding arising out
of the preparation, filing or use of any such registration statement
or the related prospectus whether brought under the Securities Act of
1933 as amended, or under any other applicable law where such action,
suit or proceeding is finally adjudicated in favor of such director,
officer or employee and the time to appeal has expired;"

Similar indemnity resolutions were adopted with respect to the
Common Stock and various issues of First Mortgage Bonds, Preferred Stock and
Preference Stock currently outstanding.

Section 1701.13(E) of Title 17 of Page's Ohio Revised Code
Annotated provides that the indemnification thereby

II-2
<PAGE> 65

permitted shall not be exclusive of any other rights that directors, officers
or employees may have, including rights under insurance purchased by the
corporation. Ohio Edison Company has insurance covering, subject to certain
deductible provisions, its liabilities and expenses which might arise in
connection with its lawful indemnification of its directors and officers for
certain of their liabilities and expenses and also covering, subject to certain
deductible provisions, its officers against certain other liabilities.

In the Trust Agreement, Ohio Edison Company has agreed to
indemnify the Trustees for, and to hold the Trustees harmless against, any
loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the Trust Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.

II-3
<PAGE> 66

ITEM 16. EXHIBITS.

<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement
4.1 Certificate of Trust of Ohio Edison Financing Trust
4.2 Form of Declaration of Trust of Ohio Edison Financing Trust
4.3 Form of Amended and Restated Trust Agreement of Ohio Edison Financing Trust
4.4 Form of Indenture among Ohio Edison Company, the Issuer and The Bank of New York, as Debenture
Trustee
4.5 Form of Preferred Security (included in Exhibit 4.3)
4.6 Form of Subordinated Debenture (included in Exhibit 4.4)
4.7 Form of Guarantee by Ohio Edison Company and The Bank of New York, as Guarantee Trustee
5.1 Opinion of Richards, Layton & Finger, re: validity of Preferred Securities
5.2 Opinion of Anthony J. Alexander, Esq., Senior Vice President and General Counsel of Ohio Edison
Company, re: validity of Guarantee and Subordinated Debentures
8.1 Opinion of Winthrop, Stimson, Putnam & Roberts re: tax matters
12.1 Computation of Consolidated Ratios of Earnings to Fixed Charges
12.2 Computation of Consolidated Ratios of Earnings to Fixed Charges and Preferred
and Preference Stock Dividend Requirements
15.1 Letter re: Unaudited Interim Financial Information of Arthur Andersen LLP, independent public
accountants
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
23.3 Consent of Anthony J. Alexander, Esq., (included in Exhibit 5.2 above)
23.4 Consent of Winthrop, Stimson, Putnam & Roberts (included in Exhibit 8.1 above)
24.1 Power of Attorney of Ohio Edison Company
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Debenture Trustee under the Indenture
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Trustee under the Trust Agreement of the Issuer
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New
York, as Guarantee Trustee under the Guarantee
</TABLE>

II-4
<PAGE> 67

ITEM 17. UNDERTAKINGS.

The undersigned Registrant, Ohio Edison Company, hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933 (the "Act"), each filing of such registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of each of
the Registrants pursuant to the provisions described under Item 15 above, or
otherwise, each of the Registrants has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by either of the Registrants of expenses incurred or paid by a
director, officer or controlling person of such Registrant in the successful
defense of an action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, each
of the Registrants will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

Each of the undersigned registrants hereby undertakes that:

(1) For purposes of determining any liability under the Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

(2) For the purpose of determining any liability under the
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-5
<PAGE> 68

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
OHIO EDISON COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED, IN THE CITY OF AKRON AND STATE OF OHIO ON THE 10th DAY OF
AUGUST, 1995.

OHIO EDISON COMPANY

By: W.R. HOLLAND
----------------------------
W.R. Holland
President and Chief
Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
NAME TITLE DATE

<S> <C> <C>
W.R. Holland
-------------------------
W.R. Holland President and Chief August 10, 1995
Executive Officer and Director
(Principal Executive Officer)

H.P. Burg
-------------------------
H.P. Burg Senior Vice President August 10, 1995
and Director
(Principal Financial
Officer and Principal
Accounting Officer)

Donald C. Blasius*
-------------------------
Donald C. Blasius Director August 10, 1995

Robert H. Carlson*
-------------------------
Robert H. Carlson Director August 10, 1995

Robert M. Carter*
-------------------------
Robert M. Carter Director August 10, 1995
</TABLE>

II-6
<PAGE> 69

<TABLE>
<S> <C> <C>
Carol A. Cartwright*
-------------------------
Carol A. Cartwright Director August 10, 1995

R.L. Loughhead*
-------------------------
R.L. Loughhead Director August 10, 1995

Glenn H. Meadows*
-------------------------
Glenn H. Meadows Director August 10, 1995

Paul J. Powers*
-------------------------
Paul J. Powers Director August 10, 1995

Charles W. Rainger*
-------------------------
Charles W. Rainger Director August 10, 1995

George M. Smart*
-------------------------
George M. Smart Director August 10, 1995

Jesse T. Williams, Sr.*
-------------------------
Jesse T. Williams, Sr. Director August 10, 1995

*By: H. P. Burg August 10, 1995
-------------------------
(Attorney-in-fact)
</TABLE>

II-7
<PAGE> 70

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
OHIO EDISON FINANCING TRUST CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON AND STATE OF OHIO
ON THE 10th DAY OF AUGUST, 1995.

OHIO EDISON FINANCING TRUST

By: Ohio Edison, as Depositor

By: T.F. Struck II
----------------------
Name: T. F. Struck II
Title: Assistant Treasurer

II-8

<PAGE> 71

EXHIBIT INDEX

<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement
4.1 Certificate of Trust of Ohio Edison Financing Trust
4.2 Form of Declaration of Trust of Ohio Edison Financing Trust
4.3 Form of Amended and Restated Trust Agreement of Ohio Edison Financing Trust
4.4 Form of Indenture among Ohio Edison Company, the Issuer and The Bank of New York, as Debenture Trustee
4.5 Form of Preferred Security (included in Exhibit 4.3)
4.6 Form of Subordinated Debenture (included in Exhibit 4.4)
4.7 Form of Guarantee by Ohio Edison Company and The Bank of New York, as Guarantee Trustee
5.1 Opinion of Richards, Layton & Finger, re: validity of Preferred Securities
5.2 Opinion of Anthony J. Alexander, Esq., Senior Vice President and General Counsel of Ohio Edison
Company, re: validity of Guarantee and Subordinated Debentures
8.1 Opinion of Winthrop, Stimson, Putnam & Roberts re: tax matters
12.1 Computation of Consolidated Ratios of Earnings to Fixed Charges
12.2 Computation of Consolidated Ratios of Earnings to Fixed Charges and Preferred
and Preference Stock Dividend Requirements
15.1 Letter re: Unaudited Interim Financial Information of Arthur Andersen LLP, independent public
accountants
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
23.3 Consent of Anthony J. Alexander, Esq. (included in Exhibit 5.2 above)
23.4 Consent of Winthrop, Stimson, Putnam & Roberts (included in Exhibit 8.1 above)
24.1 Power of Attorney of Ohio Edison Company
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Debenture Trustee under the Indenture
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Trustee under the Trust Agreement of the Issuer
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as
Guarantee Trustee under the Guarantee
</TABLE>

II-9

<PAGE> 1

EXHIBIT 1.1

OHIO EDISON COMPANY

________ PREFERRED SECURITIES OF
__% TRUST PREFERRED CAPITAL SECURITIES, SERIES A
OF
OHIO EDISON FINANCING TRUST

UNDERWRITING AGREEMENT

[__________, 199_]

<PAGE> 2

_______, 199_

MORGAN STANLEY & CO. INCORPORATED
and the other Underwriters listed on Annex A hereto

C/O MORGAN STANLEY & CO. INCORPORATED
1251 AVENUE OF THE AMERICAS
New York, N.Y. 10020

Dear Sirs:

Ohio Edison Financing Trust, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), and Ohio Edison Company, an
Ohio corporation, (hereinafter called the "Company"), as owner of the trust
interests represented by common securities (the "Common Securities") issued by
the Trust and as guarantor (the "Guarantor"), propose that the Trust issue an
aggregate number of _____ of its preferred securities (the "Preferred
Securities") designated as __% Trust Preferred Capital Securities representing
undivided beneficial interests in the assets of the Trust, guaranteed by the
Guarantor as to the payment of distributions, and as to payments on liquidation
or redemption, to the extent set forth in the Guarantee Agreement dated as of
_____ , 199_ (the "Guarantee") between the Guarantor and The Bank of New York,
as trustee (the "Guarantee Trustee"). The proceeds of the sale of the
Preferred Securities by the Trust are to be invested in ___% Junior
Subordinated Debentures, Series A, Due [2025] (the "Subordinated Debentures")
of the Company, to be issued pursuant to an Indenture dated as of _____, 199_
(the "Indenture") between the Company and The Bank of New York, as trustee (the
"Debenture Trustee"). The Preferred Securities shall have the designation,
preferences, rights, powers and restrictions set forth in the Trust's Amended
and Restated Trust Agreement (the "Trust Agreement"). The Preferred Securities
and the Subordinated Debentures are more fully described in the Prospectus
hereinafter referred to.

The Company and the Trust have filed with the Securities and Exchange
Commission (the "Commission") a registration statement (Nos. 33-_____ and
33-_____), including a prospectus relating to the Preferred Securities, the
Guarantee and the Subordinated Debentures; and will file with or
electronically transmit for filing to, the Commission a prospectus supplement
specifically relating to the terms of the Preferred Securities, the Guarantee
and the Subordinated Debentures pursuant to Rule 424 under the Securities Act
of 1933. Such registration statement has become effective. The term
"Registration Statement" means such registration statement as amended to the
date of this Agreement. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the Basic
Prospectus together with the prospectus supplement specifically relating to the
Preferred Securities, as filed with or electronically transmitted for
filing to, the Commission pursuant to Rule 424. The term "preliminary
prospectus" means a preliminary prospectus supplement specifically relating to
the Preferred Securities together with a Basic Prospectus. As used herein, the
terms "Registration Statement," "Basic Prospectus" and "preliminary prospectus"
shall include in each case the documents, if any, incorporated by reference
therein.

The Company and the Trust hereby agree that the Trust sell to the
several Underwriters named on Annex A hereto, and the Underwriters, upon the
basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agree to purchase from the Trust, severally
and not jointly, the number of Preferred Securities set forth on Annex A hereto
opposite their names at a purchase price of $____ per Preferred Security.

The Company agrees to issue the Subordinated Debentures to the Trust
concurrently with the issue and sale of the Preferred Securities as
contemplated herein. The Company hereby guarantees the timely

<PAGE> 3

performance by the Trust of its obligations under Articles I and III herein.
The Trust agrees to purchase the Subordinated Debentures with the proceeds of,
and concurrently with, the issue and sale of the Preferred Securities.

As compensation to the Underwriters for their commitments hereunder,
and because the proceeds of the sale of the Preferred Securities will be loaned
by the Trust to purchase the Subordinated Debentures from the Company, the
Company hereby agrees to pay on the Closing Date to the Underwriters an amount
equal to (i) in the case of such number of Preferred Securities as are reserved
by the Underwriters for sale to institutional investors, $________per Preferred
Security and (ii) in the case of such number of Preferred Securities as are not
so reserved, $________per Preferred Security. The Underwriters shall inform
the Company in writing, not later than 12:00 noon New York time on the business
day prior to the Closing Date, of the number of Preferred Securities reserved
for sale to such institutional investors.

II.

The Company and the Trust are advised by you that the Underwriters
propose to make a public offering of their respective Preferred Securities as
soon after this Underwriting Agreement is entered into as in your judgment is
advisable. The Company and the Trust are further advised by you that the
Preferred Securities are to be offered to the public at a public offering price
of $25 per Preferred Security and to certain dealers selected by you at a price
which represents a concession not in excess of $____ per Preferred Security
under the public offering price of the Preferred Securities, and that any
Underwriter may allow, and such dealers may reallow, a concession not in excess
of $____ per Preferred Security to certain other dealers.

III.

Payment for the Preferred Securities shall be made to the Trust or its
order by certified or official bank check or checks in immediately available
funds at the office of Winthrop, Stimson, Putnam & Roberts, One Battery Park
Plaza, New York, N.Y., at 10:00 o'clock A.M., New York time, on _____ __, 199_
or at such other time on the same or such other date, not later than _____ __,
199_, as we shall mutually agree upon delivery of the certificate(s)
representing the Preferred Securities. Certificates for the Preferred
Securities shall be in definitive form and registered in such names and in such
denominations as you shall request in writing not less than two full business
days prior to the date of delivery. The time and date of such payment and
delivery are herein referred to as the Closing Date.

IV.

The joint and several obligations of the Company and the Trust and the
several obligations of the Underwriters hereunder are subject to the condition
that an appropriate order or orders of the Public Utilities Commission of Ohio
permitting the issuance and sale of the Preferred Securities as contemplated
hereby and containing no provision unacceptable to the Underwriters (it being
understood that no order known to the Underwriters and in effect on the date
hereof contains any such unacceptable provision) shall have been entered not
later than the close of business on the day when the public offering price
shall be determined and shall be in full force and effect as of the Closing
Date.

The several obligations of the Underwriters hereunder are subject to
the following further conditions:

(a)(i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, no order of the Commission
directed to the adequacy or accuracy of any document incorporated by
reference therein shall be in effect, and no proceedings for either
purpose shall be pending before or threatened by the Commission; (ii)
subsequent to the execution and delivery of this Agreement and prior
to the Closing Date, there shall not have occurred any downgrading in
the rating accorded any of the Company's securities by any "nationally
recognized statistical rating organization", as such term is defined
for purposes of Rule 436 (g) (2) under the Securities Act (a
"Rating"); (iii) (x) subsequent to the execution and delivery of this
Agreement and prior to the Closing Date, no notice shall have been
given of an intended or potential downgrading of the Rating

2
<PAGE> 4

of any of the Company's securities and (y) there shall not have
occurred any change, or any development involving a prospective
change, in the condition, financial or other, or in the earnings,
business or operations, of the Company and its subsidiaries taken as a
whole, from that set forth in the Registration Statement, that in your
judgment is material and adverse and which, in either case, makes it,
in your judgment, impracticable to market the Preferred Securities;
and (iv) you shall have received on the Closing Date certificates,
dated the Closing Date and signed by an executive officer of the
Company and an Administrative Trustee (as defined in the Trust
Agreement) of the Trust, in each case to the effect set forth
in clause (i) above, and in the case of the Company's certificate but
not the Trust's certificate, to the effect set forth in clause (ii)
above and in each case to the effect that the representations and
warranties of the Company or the Trust, as the case may be, contained
herein are true and correct as of the Closing Date and in the case of
the Company's certificate but not the Trust's certificate, to the
effect that there shall not have occurred any material adverse
changes, in the condition, financial or other, or in the earnings,
business or operations, of the Company and its subsidiaries taken as a
whole, from that set forth in the Registration Statement. In each
case, the officer or trustee signing and delivering such
certificate may rely upon the best of his or her knowledge as to
proceedings threatened.

(b) You shall have received, on and as of the Closing Date,
the favorable opinion of Anthony J. Alexander, Esq., Senior Vice
President and General Counsel for the Company, or of such other member
or members of the bar of the State of Ohio who may be designated for
that purpose by the Company and who shall not be unsatisfactory to
your counsel, to the effect that (i) the Company was duly organized
and is validly existing under the laws of the State of Ohio, is duly
qualified to do business in the Commonwealth of Pennsylvania as a
foreign corporation, and has due corporate authority to carry on the
public utility business in which it is engaged and to own and operate
the properties owned and used by it in such business; (ii) the Trust
was duly created and is validly existing in good standing as a
business trust under the Business Trust Act (the "Delaware Act") of
the State of Delaware, and, under the Delaware Act and the Trust
Agreement, has the power and authority to own property and conduct its
business as described in the Prospectus, (iii) the summary of the
terms of the Preferred Securities and the Subordinated Debentures
contained in the Prospectus fairly describes the provisions thereof
required to be described by the registration statement form; (iv) the
Preferred Securities have been duly authorized by the Trust Agreement,
and, when issued and delivered against payment therefor as provided
herein, will be validly issued, and subject to the qualifications
set forth in such opinion, fully paid and nonassessable undivided
beneficial interests in the assets of the Trust, not subject to any
preemptive or similar rights; the certificates for the Preferred
Securities are in due and proper form; neither the Company as holder
of the Common Securities nor any holder of outstanding shares of
capital stock of the Company is entitled to preemptive or other rights
to subscribe for the Preferred Securities; (v) the Subordinated
Debentures have been duly authorized, executed, authenticated and
delivered and constitute binding and valid obligations of the Company
in accordance with the terms thereof, subject to the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the
enforcement of creditors' rights generally, by general equitable
principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and by an implied covenant of good
faith and fair dealing; (vi) all legally required proceedings in
connection with the authorization, issue and validity of the Preferred
Securities and the Subordinated Debentures and the sale of the
Preferred Securities by the Trust and the sale of the Subordinated
Debentures by the Company to the Trust in accordance with this
Agreement have been taken and all legally required orders, consents or
other authorizations or approvals of the Commission, of the Public
Utilities Commission of Ohio and of any other public boards or bodies
(other than in connection with or in compliance with the provisions of
the securities or Blue Sky laws of any jurisdiction, as to which such
counsel need not express an opinion) have been obtained; (vii) the
Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"); the Registration
Statement has become effective under the Securities Act of 1933, as
amended (the "Act"), and, to the best of the knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the
Act; (viii) this Agreement has been duly authorized, executed and
delivered by the Company and the Trust and constitutes a valid and

3
<PAGE> 5

legally binding agreement of each of the Company and the Trust, in
accordance with its terms, subject to any principles of public policy
limiting the right to enforce the indemnification provisions contained
herein and subject to general principles of equity which may limit the
availability of equitable remedies; (ix) the execution, delivery and
performance by the Company of the Trust Agreement has been duly
authorized by all necessary corporate action on the part of the
Company; the Trust Agreement has been duly executed and delivered by
the Company and constitutes a valid and legally binding agreement of
the Company, enforceable against the Company in accordance with the
terms thereof, subject to the effect of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting the enforcement of creditors' rights
generally, by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and
by an implied covenant of good faith and fair dealing; (x) the
Registration Statement, the Prospectus and any supplements or
amendments thereto (except for the financial statements and other
financial and statistical data therein, as to which such counsel need
not express an opinion), as of their respective effective or issue
dates, complied as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the applicable
rules and regulations of the Commission thereunder, (xi) each document
incorporated by reference in the Prospectus, as such document was
originally filed pursuant to the Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act") (except for the financial
statements and other financial and statistical data therein, as to
which such counsel need not express an opinion), complied as to form
when so filed in all material respects with the requirements of the
Act or the Exchange Act pursuant to which it was filed and the
applicable rules and regulations of the Commission thereunder, (xii)
to the best knowledge of such counsel, no order directed to the
adequacy of any document incorporated by reference in the Prospectus
has been issued by the Commission, and no challenge by the Commission
has been made to the adequacy of any such document; (xiii) the
descriptions in the Registration Statement and Prospectus of
franchises, regulations, statutes, legal and governmental proceedings
and contracts and other documents are accurate as to legal matters,
and such counsel does not know of any legal or governmental
proceedings required to be described in the Registration Statement or
the Prospectus which are not so described (or the descriptions of
which are not incorporated by reference therein) as required, nor of
any contracts or documents of a character required to be described in
the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement which are not so described (or
the descriptions of which are not incorporated by reference therein)
or filed as required. In rendering such opinion, such counsel may
rely as to matters of Pennsylvania law upon the opinion of Robert P.
Wushinske, Esq., Vice President, Secretary and General Counsel of the
Company's subsidiary, or of such other member or members of the bar of
the Commonwealth of Pennsylvania who may be designated for that
purpose by the Company and who shall not be unsatisfactory to your
counsel. In addition, such counsel shall state that nothing has come
to the attention of such counsel which would lead such counsel to
believe that the Registration Statement or any post-effective
amendment thereto (except for the financial and statements and other
financial and statistical data included therein, as to which such
counsel need express no opinion), at the time such Registration
Statement or any amendment became effective, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as amended or
supplemented or modified by the filing of a document incorporated by
reference therein (except for the financial statements and other
financial and statistical data therein, as to which such counsel need
express no opinion), contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.

(c) You shall have received, on and as of the Closing Date,
the favorable opinion of Winthrop, Stimson, Putnam & Roberts, also
counsel for the Company and the Trust, covering the matters in (b)
above, except subdivision (xiii) thereof and stating that the Trust
will not be classified as an association taxable as a corporation for
Federal income tax purposes. In rendering such opinion, such counsel
may rely as to all matters of Ohio and Pennsylvania law upon the
opinion referred to in (b) above. In addition, such counsel shall
state that nothing has come to the attention of such counsel which
would lead such counsel to believe that the Registration Statement or
any post-effective amendment thereto

4
<PAGE> 6

(except for the financial statements and other financial and
statistical data therein, as to which such counsel need express no
opinion), at the time such Registration Statement or any amendment
became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus, as amended or supplemented or modified by the filing of a
document incorporated by reference therein (except for the financial
statements and other financial and statistical data therein, as to
which such counsel need express no opinion), contains any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(d) You shall have received, on and as of the Closing Date,
the favorable opinion of Richards, Layton & Finger, Delaware
counsel to the Company and the Trust, to the effect that (i) the Trust
was duly created and is validly existing in good standing as a
business trust under the Business Trust Act (the "Delaware Act") of
the State of Delaware and under the Delaware Act and the Trust
Agreement, has the business trust power and authority to own property
and conduct its business as described in the Prospectus; (ii) the
Preferred Securities have been duly authorized by the Trust Agreement
and, when issued and delivered against payment therefor as provided
herein, will be validly issued, and subject to the qualifications set
forth in such opinion and described below, fully paid and
nonassessable undivided beneficial interests in the assets of the
Trust, not subject to any preemptive rights; certificates for the
Preferred Securities are in due and proper form; (iii) this Agreement
has been duly authorized by the Trust; and (iv) no authorization,
approval, consent or order of any Delaware court or governmental
authority or agency is required to be obtained by the Trust solely in
connection with the issuance and sale of the Preferred Securities.
Such counsel may note that the Holders of the Preferred Securities, as
beneficial owners of the Trust, will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of
the State of Delaware. Such counsel may also note that the Holders of
the Preferred Securities may be obligated, pursuant to the Trust
Agreement, to (i) provide indemnity and/or security in connection with
and pay taxes or governmental charges arising from transfers or
exchanges of Preferred Security Certificates and the issuance of
replacement Preferred Security Certificates, and (ii) provide security
and indemnity in connection with requests of or directions to the
Property Trustee to exercise its rights and remedies under the Trust
Agreement.

(e) You shall have received, on and as of the Closing Date,
the favorable opinion of Simpson Thacher & Bartlett, counsel for the
Underwriters, with respect to the issue and sale of the Preferred
Securities. In rendering such opinion, such counsel may rely as to
all matters of Ohio and Pennsylvania law upon the opinion referred to
in (b) above. In addition, such counsel shall state that nothing has
come to the attention of such counsel which would lead such counsel to
believe that the Registration Statement or any post-effective
amendment thereto (except for the financial statements or other
financial data therein, as to which such counsel need express no
opinion), at the time such Registration Statement or any amendment
became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus, as amended or supplemented or modified by the filing of a
document incorporated by reference therein (except for the financial
statements and other financial data therein, as to which such counsel
need express no opinion), contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.

(f) You shall have received at the Closing a letter dated the
Closing Date, in form and substance satisfactory to you, from Arthur
Andersen LLP, independent public accountants, containing statements
and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in or
incorporated by reference in the Registration Statement or the
Prospectus.

5
<PAGE> 7

In further consideration of the agreements of the Underwriters herein
contained the Company and the Trust covenant as follows:

(a) To furnish without charge to you a signed copy of the
Registration Statement, including all exhibits filed with the
Registration Statement and with the documents incorporated by
reference therein (other than exhibits which are incorporated by
reference therein) and to each other Underwriter a copy of the
Registration Statement without exhibits and, during the period
mentioned in paragraph (c) below, as many copies of the Prospectus and
any documents incorporated by reference therein at or after the date
thereof and any amendments and supplements thereto as you may
reasonably request The terms "supplement" and "amendments" or "amend"
as used in this Agreement shall include all documents filed by the
Company and the Trust with the Commission subsequent to the date of
the Basic Prospectus, pursuant to the Exchange Act which are deemed to
be incorporated by reference in the Prospectus.

(b) Before amending or supplementing the Registration
Statement or the Prospectus or filing with the Commission any document
pursuant to Section 13, 14 or 15(d) of the Exchange Act, during the
period referred to in paragraph (c) below, to furnish to you a copy of
each such proposed amendment, supplement or document.

(c) If, during such period (not in excess of nine months)
after the first date of the public offering of the Preferred
Securities as in the opinion of your counsel a prospectus covering the
Preferred Securities is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur as a
result of which it is necessary to amend or supplement the Prospectus
or modify the information incorporated by reference therein in order
to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if it
is necessary to amend or supplement the Prospectus or modify such
information to comply with law, forthwith to prepare and furnish, at
its own expense, to the Underwriters and to the dealers (whose names
and addresses you will furnish to the Company) to which Preferred
Securities may have been sold by you on behalf of the Underwriters,
and to any other dealers upon request, either amendments or
supplements to the Prospectus or modifications to the documents
incorporated by reference therein, so that the statements in the
Prospectus as so amended, supplemented or modified will not, in the
light of the circumstances when such Prospectus is delivered to a
purchaser, be misleading or so that the Prospectus will comply with
law.

(d) To endeavor to qualify the Preferred Securities for offer
and sale under the securities or Blue Sky laws of such jurisdiction as
you shall reasonably request and to pay all filings fees, expenses and
legal fees (including fees and disbursements of counsel) in connection
with such qualification and in connection with the determination of
the eligibility of the Preferred Securities as legal investments under
the laws of such jurisdictions as you may designate as well as any
filing fees payable in connection with a review of the offering of the
Preferred Securities by the National Association of Securities
Dealers, Inc.

(e) To use its best efforts to effect the listing of the
Preferred Securities on the New York Stock Exchange ("NYSE"), subject
to official notice of issuance, as soon as practicable after the date
hereof.

(f) To make available generally to the Company's security
holders as soon as practicable an earning statement covering a twelve
month period beginning after the date of this Agreement which earning
statement shall satisfy the provisions of Section 11(a) of the Act.

(g) During the period beginning on the date of this Agreement
and continuing to and including the Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any (A) securities of the
Company or the Trust substantially similar to the Subordinated
Debentures or the

6
<PAGE> 8

Preferred Securities or (B) other beneficial interests of the Trust,
in each case without your prior consent.

(h) In the case of the Guarantor, to issue the Guarantee
concurrently with the issue and sale of the Preferred Securities as
contemplated herein.

(i) To use the net proceeds received by it from the sale of
the Preferred Securities, in the case of the Trust, and the
Subordinated Debentures, in the case of the Company, pursuant to this
Agreement in the manner specified in the Prospectus under the caption
"Use of Proceeds".

VI.

The Company and the Trust represent and warrant to each Underwriter
that (i) each preliminary prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto or filed
pursuant to Rule 424 under the Act complied when so filed in all material
respects with the Act and the applicable rules and regulations of the
Commission thereunder, and each document incorporated by reference therein
complied when originally filed in all material respects with the requirements
of the Act or the Exchange Act pursuant to which it was filed and the
applicable rules and regulations of the Commission thereunder, (ii) the
Registration Statement and the Prospectus, as amended or supplemented or
modified by the filing of a document incorporated by reference therein, will
comply (at a time of such amendment, supplement or modification and, if
amended, supplemented or modified prior to the Closing Date, on the Closing
Date) in all material respects with the Act and the applicable rules and
regulations thereunder, and (iii) the Registration Statement, as amended or
supplemented or modified by the filing of a document incorporated by reference
therein, will not contain (at the time of such amendment, supplement or
modification and, if amended, supplemented or modified prior to the Closing
Date, on the Closing Date) any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; except
that these representations and warranties do not apply to statements or
omissions in the Registration Statement or the Prospectus, in each case as
amended, supplemented or modified, or any preliminary prospectus, based upon
information furnished to the Company and the Trust in writing by you or by any
Underwriter expressly for use therein.

The Company and the Trust agree to jointly and severally indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus (if
used within the period set forth in paragraph (c) of Article V hereof and as
amended, supplemented or modified if the Company or the Trust shall have
furnished any amendments, supplements or modifications thereto) or any
preliminary Prospectus (including documents incorporated by inference therein),
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information furnished in writing to the Company or the
Trust by you or by any Underwriter expressly for use therein; provided,
however, that the foregoing indemnification with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) from whom the person asserting any such losses,
claims, damages or liabilities purchased any of the Preferred Securities, if a
copy of the Prospectus (other than documents incorporated by reference therein)
as then amended or supplemented or modified (if the Company shall have
furnished any amendments, supplements or modifications thereto) had not been
sent or given by or on behalf of such Underwriter to such person at or prior to
the written confirmation of the sale of such Preferred Securities to such
person.

The Company agrees jointly and severally to indemnify and hold
harmless the Trust from and against any and all losses, claims, damages and
liabilities whatsoever, as due from the Trust under the above paragraph of this
Article VI hereof.

7
<PAGE> 9

Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company and the Trust, its directors, its officers who sign
the Registration Statement and any person controlling the Company and the Trust
to the same extent as the foregoing indemnity from the Company and the Trust to
each Underwriter, but only with reference to information relating to such
Underwriter furnished in writing by you or by such Underwriter expressly for
use in the Registration Statement or the Prospectus or any preliminary
prospectus.

In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may bc sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such action (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to a conflict of interest between them. It is understood that the indemnifying
party shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate counsel for all such indemnified parties. Such counsel shall
be designated in writing by you in the case of parties indemnified pursuant to
the second preceding paragraph, and by the Company and the Trust in the case of
parties indemnified pursuant to the first preceding paragraph. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment.

If the indemnification provided for in this Article VI is unavailable
to an indemnified party under the second or third paragraphs hereof in respect
to any losses, claims, damages or liabilities referred to therein, then each
indemnifying party in lieu of indemnifying such indemnified party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the Company and the Trust on the
one hand and of the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations, including relative
benefit. The relative fault of the Company and the Trust on the one hand and
of the Underwriters on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Trust or by the Underwriters and
the parties' relevant intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

The Company and the Trust and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Article VI were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Article VI, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Preferred Securities underwritten by it
and distributed to the public were offered to the public exceeds the amounts of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Article VI are several in the proportions which the
number of Preferred Securities set forth opposite their names in

8
<PAGE> 10

Annex A bear to the total number of Preferred Securities so set forth in Annex
A, or in such other proportions as may be determined pursuant to Article VIII,
and not joint.

The indemnity and contribution agreements contained in this Article VI
and the representations and warranties of the Company and the Trust in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter to any person controlling any Underwriter or by or on behalf
of the Company and the Trust, any of its directors, officers or any person
controlling the Company and the Trust and (iii) acceptance of and payment for
the Preferred Securities.

VII.

This Agreement shall be subject to termination in your absolute
discretion, by notice given to the Company, if (a) after the execution and
delivery of this Agreement and prior to the Closing Date (i) trading generally
shall have been suspended or materially limited on or by, as the case may be,
any of the New York Stock Exchange, the American Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Board Options Exchange,
the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of
any securities of the Company shall have been suspended on any exchange or in
any over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities, or (iv) there shall have occurred any outbreak or escalation
of hostilities or any calamity or crisis that, in your judgment, is material
and adverse and (b) in the case of any of the events specified in clauses (a)
(i) through (iv), such event singly or together with any other such event makes
it, in your judgment, impracticable to market the Preferred Securities.

VIII.

This Agreement shall become effective when it has been executed by the
Company, the Trust and you.

If any one or more of the Underwriters shall fail or refuse to
purchase the Preferred Securities which it or they have agreed to purchase
hereunder, and the total number of Preferred Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the total number of Preferred Securities, the other
Underwriters shall be obligated severally in the proportions which the number
of Preferred Securities set forth opposite their names in Article I bear to the
total number of Preferred Securities so set forth opposite the names of all
such nondefaulting Underwriters, or in such other proportions as you may
specify, to purchase the Preferred Securities which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase; provided that in no
event shall the number of Preferred Securities which any Underwriter has agreed
to purchase pursuant to Article I hereof be increased pursuant to this Article
VIII by an amount in excess of one-ninth of such number of Preferred Securities
without the consent of such Underwriter. If any Underwriter or Underwriters
shall fail or refuse to purchase Preferred Securities and the total number of
Preferred Securities with respect to which such default occurs is more than
one-tenth of the total number of the Preferred Securities and arrangements
satisfactory to you and the Company and the Trust for the purchase of such
Preferred Securities are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter or of the Company and the Trust except as provided in Article VI.
In any such case which does not result in such termination, either you or the
Company and the Trust shall have the right to postpone the Closing Date, but in
no event for longer than seven days in each case, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company and the
Trust to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company and the Trust shall be unable to
perform their obligations under this Agreement, the Company and the Trust will
reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all

9
<PAGE> 11

out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by them in connection with this Agreement or the offering
contemplated hereunder.

This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

10
<PAGE> 12

This Agreement may be executed in counterparts each of which shall be
deemed to constitute an original and all of which shall be deemed to be one and
the same instrument binding on all of the parties hereto.

Very truly yours,

OHIO EDISON COMPANY

By:________________________________

Name and Title:_________________

OHIO EDISON FINANCING TRUST

By: OHIO EDISON COMPANY, Depositor

By:_____________________________

Name and
Title:___________________________

Accepted _____ __, 199_
MORGAN STANLEY & CO. INCORPORATED
and the other Underwriters listed on Annex A hereto

By: MORGAN STANLEY & CO. INCORPORATED

By: ___________________________________
Name and Title:

Acting severally on behalf of themselves and on behalf of the several
Underwriters named herein and on Annex A hereto.

11
<PAGE> 13

ANNEX A
TO UNDERWRITING
AGREEMENT

LIST OF UNDERWRITERS

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
---- ---------
<S> <C>
Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
=======
</TABLE>

<PAGE> 1

EXHIBIT 4.1

CERTIFICATE OF TRUST

OHIO EDISON FINANCING TRUST

THIS CERTIFICATE OF TRUST of Ohio Edison Financing Trust (the
"Trust"), dated August 8, 1995 is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.).

1. Name. The name of the business trust being formed
hereby is Ohio Edison Financing Trust.

2. Delaware Trustee. The name and business address of
the trustee of the Trust with a principal place of business in the State of
Delaware is The Bank of New York (Delaware), White Clay Center, Route 273,
Newark, Delaware 19711.

3. Effective Date. This Certificate of Trust shall be
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

THE BANK OF NEW YORK,
not in its individual
capacity but solely as
Property Trustee

By: /s/ Lucille Firrincieli
----------------------------
Name: Lucille Firrincieli
Title: Assistant Vice President

THE BANK OF NEW YORK (DELAWARE),
not in its individual
capacity but solely as
Delaware Trustee

By: /s/ Joseph F. Leary
---------------------------
Name: Joseph F. Leary
Title: Vice President

/s/ R. H. Marsh
--------------------------
R. H. MARSH,
not in his individual
capacity but solely as
Administrative Trustee

/s/ T. F. Struck II
--------------------------
T. F. STRUCK II,
not in his individual
capacity but solely as
Administrative Trustee

<PAGE> 1

EXHIBIT 4.2

TRUST AGREEMENT, dated as of August 8, 1995, among (i) Ohio
Edison Company, an Ohio corporation (the "Depositor" or "Ohio Edison"), (ii)
The Bank of New York, a banking corporation duly organized and existing under
the laws of New York, as trustee (the "Property Trustee"), (iii) The Bank of
New York (Delaware), a banking corporation duly organized under the laws of
Delaware, as Delaware trustee (the "Delaware Trustee"), and (iv) R. H. Marsh,
an individual, and T. F. Struck II, an individual, each of whose address is c/o
Ohio Edison Company, 76 South Main Street, Akron, Ohio 44308, as trustees (each
an "Administrative Trustee" and together the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"). The Depositor and the Trustees hereby
agree as follows:

1. The trust created hereby shall be known as "Ohio Edison
Financing Trust", in which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt
of such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Depositor. It is the intention of the parties
hereto that the Trust created hereby constitutes a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (the
"Business Trust Act"), and that this document constitutes the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
the form attached hereto.

3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and substantially
in the form included as Exhibit 4.2 to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities referred to
therein. Prior to the execution and delivery of such amended and restated
Trust Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect of the trust estate, except as otherwise required by applicable
law or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.

4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the Depositor of the Trust, (i) to file with the Securities
and Exchange Commission (the "Commission") and execute, in each case on behalf
of the Trust, (a) the Registration Statement on Form S-3 (File Nos.
33-[__________]

<PAGE> 2

33-[__________]) (the "1933 Act Registration Statement") and any pre-effective
or post-effective amendments to such Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust, and (b) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on the New York Stock Exchange; (iii) to file and execute on behalf of the
Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable and (iv) to execute on
behalf of the Trust that certain Underwriting Agreement among the Trust, the
Depositor and the underwriters named therein, substantially in the form
included as Exhibit 1.1 of the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i)-(iii) above is required by the rules
and regulations of the Commission, the New York Stock Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, R. H. MARSH and T. F. STRUCK II, in their capacities as
Administrative Trustees of the Trust, are hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and all of
the foregoing, it being understood that The Bank of New York and The Bank of
New York (Delaware), in their capacities as Property Trustee and Delaware
Trustee of the Trust, respectively, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the New York Stock Exchange or
state securities or blue sky laws. In connection with all of the foregoing,
the Depositor and each Trustee, solely in its capacity as Trustee of the Trust,
hereby constitutes and appoints John H. Byington, Jr. and Michael F. Cusick,
and each of them, as his, her or its, as the case may be, true and lawful
attorneys-in-fact, and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustee's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as the Depositor or such Trustee might or could do in

-2-
<PAGE> 3

person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, shall
do or cause to be done by virtue hereof.

5. This Trust Agreement may be executed in one or more
counterparts.

6. The number of Trustees initially shall be four (4) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that the number of
Trustees shall in no event be less than four (4); and provided, further that to
the extent required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware. Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any Trustee at any time. The Trustees may resign upon
thirty days prior notice to the Depositor.

-3-
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.

OHIO EDISON COMPANY,
as Depositor

By: /s/ T. F. Struck II
---------------------------------
Name: T. F. Struck II
Title: Assistant Treasurer

THE BANK OF NEW YORK, not in its
individual capacity but
solely as Property Trustee

By: /s/ Lucille Firrincieli
---------------------------------
Name: Lucille Firrincieli
Title: Assistant Vice President

THE BANK OF NEW YORK (DELAWARE), not in
its individual capacity but
solely as Delaware Trustee

By: /s/ Joseph F. Leary
--------------------------------
Name: Joseph F. Leary
Title: Vice President

/s/ R. H. Marsh
-----------------------------------
R. H. MARSH,
not in his individual capacity
but solely as Administrative
Trustee

/s/ T. F. Struck II
-----------------------------------
T. F. STRUCK II,
not in his individual
capacity but solely as
Administrative Trustee

-4-

<PAGE> 1

EXHIBIT 4.3
DRAFT
8/9/95

AMENDED AND RESTATED TRUST AGREEMENT, dated as of ___________,
1995, among (i) Ohio Edison Company, an Ohio corporation (the "Depositor" or
"Ohio Edison"), (ii) The Bank of New York, a banking corporation duly organized
and existing under the laws of New York, as trustee (the "Property Trustee"),
(iii) The Bank of New York (Delaware), a banking corporation duly organized
under the laws of Delaware, as Delaware trustee (the "Delaware Trustee"), (iv)
R.H. Marsh, an individual, and T.F. Struck II, an individual, as trustees, each
of whose address is c/o Ohio Edison Company, 76 South Main Street, Akron, Ohio
44308 (each an "Administrative Trustee" and together the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined,

W I T N E S S E T H:

WHEREAS, the Depositor, the Property Trustee, the Delaware
Trustee and the Administrative Trustees have heretofore duly declared and
established a business trust pursuant to the Delaware Business Trust Act by the
entering into of that certain Trust Agreement, dated August __, 1995 (the
"Original Trust Agreement"), and by the execution by the Property Trustee, the
Delaware Trustee and the Administrative Trustees and filing with the Secretary
of State of the State of Delaware of the Certificate of Trust, dated August __,
1995, a copy of which is attached as Exhibit A; and

WHEREAS, the Depositor, the Property Trustee, the
Administrative Trustees and the Delaware Trustee desire to amend and restate
the Original Trust Agreement in its entirety as set forth herein to provide
for, among other things, (i) the acquisition by the Trust from the Depositor of
all of the right, title and interest in the Debentures, (ii) the issuance of
the Common Securities by the Trust to the Depositor, and (iii) the issuance and
sale of the Preferred Securities by the Trust pursuant to the Underwriting
Agreement;

NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders, hereby amends and
restates the Original Trust Agreement in its entirety and agrees as follows:

<PAGE> 2
ARTICLE I.

DEFINED TERMS

Section 1.01 Definitions. For all purposes of this Trust
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

(a) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;

(b) all other terms used herein that are defined in the
Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

(c) unless the context otherwise requires, any reference
to an "Article" or a "Section" refers to an Article or a Section, as the case
may be, of this Trust Agreement; and

(d) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Trust Agreement as a whole and not
to any particular Article, Section or other subdivision.

"Act" has the meaning specified in Section 6.08.

"Additional Amount" means, with respect to Trust Securities of
a given Liquidation Amount and/or a given period, the amount of Additional
Interest (as defined in the Subordinated Indenture) paid by the Depositor on a
Like Amount of Debentures for such period.

"Administrative Trustee" means each of the individuals
identified as an "Administrative Trustee" in the preamble to this Trust
Agreement solely in their capacities as Administrative Trustees of the Trust
and not in their individual capacities, or such trustee's successor in interest
in such capacity, or any successor trustee or any Special Administrative
Trustee appointed as herein provided.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control," when used with respect to any specified Person, means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Appointment Event" has the meaning specified in Section
6.01(d).

-2-

<PAGE> 3

"Bank" has the meaning specified in the preamble to this Trust
Agreement.

"Bankruptcy Event" means, with respect to any Person:

(i) the entry of a decree or order by a court having
jurisdiction in the premises judging such Person a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjudication or composition of or in respect of such Person under Federal
bankruptcy law or any other applicable Federal or State law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of such Person or of all or substantially all of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

(ii) the institution by such Person of proceedings to be
adjudicated a bankrupt or insolvent, or of the consent by it to the institution
of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under Federal
bankruptcy law or any other applicable Federal or State law, or the consent by
it to the filing of such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator or similar official of such Person
or of all or substantially all of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
action by such Person in furtherance of any such action.

"Bankruptcy Laws" has the meaning specified in Section 10.09.

"Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Depositor to have been duly
adopted by the Depositor's Board of Directors or a duly authorized committee
thereof and to be in full force and effect on the date of such certification,
and delivered to the Trustees.

"Book Entry Preferred Securities Certificates" means a
beneficial interest in the Preferred Securities Certificates, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.11.

"Business Day" means a day other than (x) a Saturday or a
Sunday, (y) a day on which banks in New York, New York are authorized or
obligated by law or executive order to remain closed or (z) a day on which the
principal corporate trust office of the Property Trustee or the Debenture
Trustee is closed for business.

-3-
<PAGE> 4

"Certificate Depository Agreement" means the agreement among
the Trust and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates,
substantially in the form attached as Exhibit B, as the same may be amended and
supplemented from time to time.

"Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934. The Depository Trust Company will be the initial Clearing Agency.

"Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.

"Closing Date" means the First Time of Delivery as defined in
the Underwriting Agreement, which date is also the date of execution and
delivery of this Trust Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

"Common Security" means an undivided beneficial interest in
the assets of the Trust, having a Liquidation Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

"Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit
C.

"Corporate Trust Office" means the principal corporate
office of the Property Trustee located in New York, New York.

"Covered Person" means: (a) any officer, director,
shareholder, partner, member, representative, employee or agent of the Trust or
the Trust's Affiliates; and (b) any Holder of Trust Securities.

"Debenture Event of Default" means an "Event of Default" as
defined in the Subordinated Indenture.

"Debenture Issuer" means Ohio Edison Company, an Ohio
corporation, in its capacity as issuer of the Debentures.

-4-
<PAGE> 5

"Debenture Redemption Date" means "Redemption Date" as defined
in the Subordinated Indenture.

"Debenture Trustee" means The Bank of New York, a banking
corporation duly organized and existing under the laws of New York, as trustee
under the Subordinated Indenture.

"Debentures" means the $[__________] aggregate principal
amount [(or up to $[__________] aggregate principal amount if and to the extent
the overallotment option granted by the Trust to the underwriters of the
Preferred Securities is exercised)] of Ohio Edison's ___% Junior Subordinated
Debentures, Series A, Due [2025], issued pursuant to the Subordinated
Indenture.

"Definitive Preferred Securities Certificates" means either or
both (as the context requires) of (i) Preferred Securities Certificates issued
in certificated, fully registered form as provided in Section 5.11(a) and (ii)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

"Delaware Bank" has the meaning specified in the preamble to
this Trust Agreement.

"Delaware Business Trust Act" means Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801, et seq., as it may be amended from
time to time.

"Delaware Trustee" means the banking corporation identified as
the "Delaware Trustee" in the preamble to this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust and not in its individual capacity,
or its successor in interest in such capacity, or any successor trustee
appointed as herein provided.

"Depositor" has the meaning specified in the preamble to this
Trust Agreement and includes Ohio Edison Company in its capacity as Holder of
the Common Securities.

"Distribution Date" has the meaning specified in Section
4.01(a).

"Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.01.

"Event of Default" means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

-5-
<PAGE> 6

(i) the occurrence of a Debenture Event of Default; or

(ii) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of 10 days; or

(iii) default by the Property Trustee in the payment of any
Redemption Price of any Trust Security when it becomes due and payable; or

(iv) default in the performance, or breach, in any
material respect, of any covenant or warranty of the Trustees in this Trust
Agreement (other than a covenant or warranty a default in whose performance or
breach is dealt with in clause (ii) or (iii), above) and continuation of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 10% in Liquidation Amount of the Outstanding Preferred
Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;
or

(v) the occurrence of a Bankruptcy Event with respect to
the Property Trustee.

"Expense Agreement" means the Agreement as to Expenses and
Liabilities, dated as of ________, 1995, between Ohio Edison and the Trust,
substantially in the form attached as Exhibit D, as amended from time to time.

"Global Certificate" has the meaning specified in Section 5.11.

"Guarantee" means the Guarantee Agreement, dated as of
________, 1995, executed and delivered by Ohio Edison and The Bank of New York,
a New York banking corporation, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the
Preferred Securityholders, as amended from time to time.

"Indemnified Person" means any Trustee, any Affiliate of any
Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee, or any employee or agent
of the Trust or its Affiliates.

"Investment Company Event" means the receipt by the
Administrative Trustees of an opinion of counsel experienced in practice under
the Investment Company Act of 1940, as amended (the "1940 Act"), to the effect
that as a result of the occurrence of a change in law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), the Trust is or will be considered an "investment company"
which is required to be registered under the

-6-
<PAGE> 7

1940 Act, which Change in 1940 Act Law becomes effective on or after the date
of the issuance of the Preferred Securities.

"Lien" means any lien, pledge, charge, encumbrance, mortgage,
deed of trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

"Like Amount" means (i) Trust Securities having a Liquidation
Amount equal to the principal amount of Debentures to be contemporaneously
redeemed in accordance with the Subordinated Indenture and the proceeds of
which will be used to pay the Redemption Price of such Trust Securities, or
(ii) Debentures having a principal amount equal to the Liquidation Amount of
the Trust Securities of the Holder to whom such Debentures are distributed, as
the case may be.

"Liquidation Amount" means the stated amount of $25 per Trust
Security.

"Liquidation Date" means the date on which Debentures are to
be distributed to Holders of Trust Securities in connection with a dissolution
and liquidation of the Trust pursuant to Section 9.04(a).

"Liquidation Distribution" has the meaning specified in
Section 9.04(d).

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President, a Vice
President or the Comptroller, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Depositor, and delivered to the
appropriate Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 8.16 shall be the principal executive, financial or
accounting officer of the Depositor. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Agreement shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions relating
thereto;

(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer upon which the
statements or opinions of such officer contained in such Officers' Certificate
are based;

(c) a statement that, in each such officer's opinion,
such officer has made such examination or investigation as is necessary to
enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

-7-
<PAGE> 8

(d) a statement as to whether, in the opinion of each
such officer, such condition or covenant has been complied with.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Trust, any of the Trustees or the Depositor, but not an
employee of the Trust or any of the Trustees, and who shall be reasonably
acceptable to the Trustees.

"Original Trust Agreement" has the meaning specified in the
recitals to this Trust Agreement.

"Outstanding," when used with respect to Preferred Securities,
means, as of the date of determination, all Preferred Securities theretofore
authenticated and delivered under this Trust Agreement, except:

(i) Preferred Securities theretofore cancelled by the
Administrative Trustees or delivered to the Administrative Trustees for
cancellation;

(ii) Preferred Securities for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Property
Trustee or any Paying Agent for the Holders of such Preferred Securities;
provided that, if such Preferred Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Trust Agreement; and

(iii) Preferred Securities which have been exchanged for or
in lieu of which other Preferred Securities have been authenticated and
delivered pursuant to Section 5.05 of this Trust Agreement; provided, however,
that in determining whether the Holders of the requisite Liquidation Amount of
the Outstanding Preferred Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Preferred Securities which such Trustee knows to be so
owned shall be so disregarded and (b) the foregoing shall not apply at any time
when all of the Outstanding Preferred Securities are owned by the Depositor,
one or more of the Trustees and/or any such Affiliate. Preferred Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee's right so to act with respect to such Preferred Securities and that
the pledgee is not the Depositor or any Affiliate of the Depositor.

"Owner" means each Person who is the beneficial owner of a
Book Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency

-8-
<PAGE> 9

Participant is not the Owner, then as reflected in the records of a Person
maintaining an account with such Clearing Agency (directly or indirectly, in
accordance with the rules of such Clearing Agency).

"Paying Agent" means any paying agent or co-paying agent
appointed pursuant to Section 5.09 and shall initially be The Bank of New York.

"Payment Account" means a segregated non-interest-bearing
corporate trust account maintained by the Property Trustee in its trust
department for the benefit of the Securityholders in which all amounts paid
in respect of the Debentures will be held and from which the Property
Trustee shall make payments to the Securityholders in accordance with Sections
4.01 and 4.02.

"Person" means any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

"Preferred Security" means an undivided beneficial interest in
assets of the Trust, having a Liquidation Amount of $25 and having rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

"Preferred Securities Certificate" means a certificate
evidencing ownership of Preferred Securities, substantially in the form
attached as Exhibit E.

"Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

"Redemption Date" means, with respect to any Trust Security to
be redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date shall be a Redemption
Date for a Like Amount of Trust Securities.

"Redemption Price" means, with respect to any date fixed for
redemption of any Trust Security, the Liquidation Amount of such Trust
Security, plus accumulated and unpaid Distributions to such date.

"Relevant Trustee" shall have the meaning specified in Section
8.10.

-9-
<PAGE> 10

"Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 5.04.

"Securityholder" or "Holder" means a Person in whose name a
Trust Security or Securities is registered in the Securities Register; any such
Person shall be deemed to be a beneficial owner within the meaning of the
Delaware Business Trust Act.

"Special Administrative Trustee" shall have the meaning
specified in Section 8.10.

"Special Event" means a Tax Event or an Investment Company
Event.

"Subordinated Indenture" means the Indenture, dated as of
_________ ___, 1995, between Ohio Edison and the Debenture Trustee, as trustee,
as amended or supplemented from time to time.

"Tax Event" means the receipt by the Administrative Trustees
of an opinion of counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws or treaties (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, (b)
any amendment to or change in an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of
any judicial decision or regulatory determination on or after the date of the
issuance of the Preferred Securities), (c) any interpretation or pronouncement
of any such body, court, agency or authority, that provides for a position with
respect to such laws or regulations that differs from the theretofore generally
accepted position, or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is enacted, promulgated or
effective, or which interpretation or pronouncement is issued or announced, or
which action is taken, in each case on or after the date of the issuance of the
Preferred Securities, there is more than an insubstantial risk that (i) the
Trust is, or will be, subject to United States Federal income tax with respect
to income accrued or received on the Debentures, (ii) interest payable on the
Debentures is not, or will not be, fully deductible by Ohio Edison for United
States Federal income tax purposes or (iii) the Trust is, or will be, subject
to more than a de minimis amount of other taxes, duties or other governmental
charges (a "Dissolution Tax Opinion").

"Trust" means the Delaware business trust created and
continued hereby and identified on the cover page to this Trust Agreement.

-10-
<PAGE> 11

"Trust Agreement" means this Amended and Restated Trust
Agreement, as the same may be modified, amended or supplemented in accordance
with the applicable provisions hereof, including all exhibits hereto,
including, for all purposes of this Trust Agreement and any such modification,
amendment or supplement, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Trust Agreement and any such
modification, amendment or supplement, respectively.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

"Trust Property" means (i) the Debentures, (ii) any cash on
deposit in, or owing to, the Payment Account and (iii) all proceeds and rights
in respect of the foregoing and any other property and assets for the time
being held by the Property Trustee pursuant to the trusts of this Trust
Agreement.

"Trust Security" means any one of the Common Securities or the
Preferred Securities.

"Trust Securities Certificate" means any one of the Common
Securities Certificates or the Preferred Securities Certificates.

"Underwriting Agreement" means the Underwriting Agreement,
dated as of ____________, 1995, among the Trust, Ohio Edison and the
underwriters named therein.

ARTICLE II.

ESTABLISHMENT OF THE TRUST

Section 2.01 Name. The Trust created and continued hereby
shall be known as "Ohio Edison Financing Trust," as such name may be modified
from time to time by the Administrative Trustees following written notice to
the Holders of Trust Securities, in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

Section 2.02 Office of the Delaware Trustee; Principal Place
of Business. The office of the Delaware Trustee in the State of Delaware is
White Clay Center, Route 273, Newark, Delaware 19711, or at such other address
in Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal place of business of the
Trust is c/o Ohio Edison Company, 76 South Main Street, Akron, Ohio 44308.

-11-
<PAGE> 12

Section 2.03 Initial Contribution of Trust Property;
Organizational Expenses. The Property Trustee acknowledges receipt in trust
from the Depositor in connection with the Original Trust Agreement of the sum
of [$10], which constituted the initial Trust Property. The Depositor shall
pay organizational expenses of the Trust as they arise or shall, upon request
of any Trustee, promptly reimburse such Trustee for any such expenses paid by
such Trustee. The Depositor shall make no claim upon the Trust Property for
the payment of such expenses.

Section 2.04 Issuance of the Preferred Securities. On
______, 1995 the Depositor, on behalf of the Trust and pursuant to the Original
Trust Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, the
Administrative Trustees, on behalf of the Trust, shall execute and deliver to
the underwriters named therein Preferred Securities Certificates, registered in
the name of the nominee of the initial Clearing Agency, in an aggregate amount
of [__________] Preferred Securities having an aggregate Liquidation Amount of
$[__________] against receipt of the aggregate purchase price of such Preferred
Securities of $[__________] which amount the Administrative Trustees shall
promptly deliver to the Property Trustee. [In the event and to the extent the
overallotment option granted by the Trust pursuant to the Underwriting
Agreement is exercised by such underwriters, the Administrative Trustees, on
behalf of the Trust, shall execute and deliver to such underwriters Preferred
Securities Certificates, registered in the name of the nominee of the initial
Clearing Agency, in an aggregate amount of up to [__________] Preferred
Securities having an aggregate Liquidation Amount of up to $[__________],
against receipt of the aggregate purchase price of such Preferred Securities of
up to $[__________], which amount the Administrative Trustees shall promptly
deliver to the Property Trustee, on the date specified pursuant to the
Underwriting Agreement.]

Section 2.05 Subscription and Purchase of Debentures;
Issuance of the Common Securities. Contemporaneously with the execution and
delivery of this Trust Agreement, the Administrative Trustees, on behalf of the
Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Property Trustee on behalf of the Holders of the
Trust Securities and having an aggregate principal amount equal to
$[__________], and, in satisfaction of the purchase price for such Debentures,
(x) the Administrative Trustees, on behalf of the Trust, shall execute and
deliver to the Depositor Common Securities Certificates, registered in the name
of the Depositor, in an aggregate amount of [__________] Common Securities
having an aggregate Liquidation Amount of $[__________], and (y) the Property
Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of
$[__________]. [In the event the overallotment option granted by the Trust
with respect to the Preferred Securities pursuant to the Underwriting Agreement
is

-12-
<PAGE> 13

exercised by the underwriters named therein, the Administrative Trustees, on
behalf of the Trust, in amounts determined on a pro rata basis to the extent
the overallotment is exercised, and contemporaneously with the delivery to the
underwriters of such Preferred Securities, shall subscribe to and purchase from
the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Holders of the Trust Securities and having an aggregate principal
amount up to $[__________], and, in satisfaction of the purchase price for such
Debentures, (x) the Administrative Trustees, on behalf of the Trust, shall
execute and deliver to the Depositor Common Securities Certificates, registered
in the name of the Depositor, in an aggregate amount of up to [__________]
Common Securities having an aggregate Liquidation Amount of up to
$[__________], and (y) the Property Trustee, on behalf of the Trust, shall
deliver to the Depositor the sum of up to $[__________].]

Section 2.06 Declaration of Trust. The exclusive purposes
and functions of the Trust are (a) to issue and sell Trust Securities and use
the proceeds from such sale to acquire the Debentures, and (b) to engage in
those activities necessary, convenient or incidental thereto. The Depositor
hereby appoints the Trustees as trustees of the Trust, to have all the rights,
powers and duties to the extent set forth herein. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Securityholders. The
Trustees shall have all rights, powers and duties set forth herein and in
accordance with applicable law with respect to accomplishing the purposes of
the Trust. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of the Delaware
Business Trust Act, and notwithstanding the foregoing or any other provision of
this Trust Agreement, the Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein.

Section 2.07 Authorization to Enter into Certain
Transactions. (a) The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section and Article VIII of this Trust
Agreement, and in accordance with the following provisions (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Trustees under this Trust
Agreement, and to perform all acts in furtherance thereof, including without
limitation, the following:

(A) As among the Trustees, the Administrative Trustees
shall have the power, duty and authority to act on behalf of the Trust with
respect to the following matters:

-13-

<PAGE> 14
(i) the issuance and sale of the Trust Securities;

(ii) to cause the Trust to enter into, and to
execute, deliver and perform on behalf of the Trust, the Expense Agreement and
the Certificate Depository Agreement and such other agreements as may be
necessary or desirable in connection with the consummation hereof;

(iii) assisting in the registration of the
Preferred Securities under the Securities Act of 1933, and under state
securities or blue sky laws, and the qualification of this Trust Agreement as a
trust indenture under the Trust Indenture Act;

(iv) assisting in the listing of the Preferred
Securities upon such securities exchange or exchanges as shall be determined by
the Depositor and the registration of the Preferred Securities under the
Securities Exchange Act of 1934, and the preparation and filing of all periodic
and other reports and other documents pursuant to the foregoing;

(v) the sending of notices (other than notices of
default) and other information regarding the Trust Securities and the
Debentures to the Securityholders in accordance with this Trust Agreement;

(vi) the appointment of a Paying Agent,
authenticating agent and Securities Registrar in accordance with this Trust
Agreement;

(vii) registering transfers of the Trust Securities
in accordance with this Trust Agreement in their capacity as initial Securities
Registrar;

(viii) to the extent provided in this Trust
Agreement, the winding up of the affairs of and liquidation of the Trust and
the preparation, execution and filing of the certificate of cancellation with
the Secretary of State of the State of Delaware;

(ix) unless otherwise determined by the Depositor
or the Property Trustee, or as otherwise required by the Delaware Business
Trust Act or the Trust Indenture Act, to execute and deliver on behalf of
the Trust (either acting alone or together with any or all of the
Administrative Trustees) any documents that the Administrative Trustees have
the power to execute and deliver pursuant to this Trust Agreement; and

(x) the taking of any action incidental to the
foregoing as the Administrative Trustees may from time to time determine is
necessary or advisable to protect and conserve the Trust Property for the
benefit of the Securityholders (without

-14-
<PAGE> 15

consideration of the effect of any such action on any particular
Securityholder).

(B) As among the Trustees, the Property Trustee shall
have the power, duty and authority to act on behalf of the Trust with respect
to the following matters:

(i) the establishment of the Payment Account;

(ii) the receipt of the Debentures;

(iii) the deposit of interest, principal and any
other payments made in respect of the Debentures in the Payment Account;

(iv) the distribution of amounts owed to the
Securityholders in respect of the Trust Securities in accordance with the terms
of this Trust Agreement;

(v) the sending of notices of default and other
information regarding the Trust Securities and the Debentures to the
Securityholders in accordance with the terms of this Trust Agreement;

(vi) the distribution of the Trust Property in
accordance with the terms of this Trust Agreement;

(vii) to exercise all of the rights, powers and
privileges of a holder of Debentures under the Subordinated Indenture and, if
an Event of Default occurs and is continuing, the Property Trustee shall, for
the benefit of Holders of the Trust Securities, enforce its rights as holder of
the Debentures subject to the rights of the Holder pursuant to the terms of
such Trust Securities;

(viii) to cause the Trust to enter into, and to
execute, deliver and perform on behalf of the Trust, the Certificate Depository
Agreement;

(ix) as provided in this Trust Agreement, the
winding up of the affairs of and liquidation of the Trust and the execution of
the certificate of cancellation to be prepared and filed by the Administrative
Trustees with the Secretary of State of the State of Delaware; and

(x) the taking of any action incidental to the
foregoing as the Property Trustee may from time to time determine is necessary
or advisable to protect and conserve the Trust Property for the benefit of the
Securityholders (without consideration of the effect of any such action on any
particular Securityholder).

Subject to this Section 2.07(a)(B), the Property Trustee shall
have none of the duties, powers or authority of the

-15-
<PAGE> 16

Administrative Trustees set forth in Section 2.07(a)(A) or the Depositor set
forth in Section 2.07(c).

(b) So long as this Trust Agreement remains in effect,
the Trust (or the Trustees acting on behalf of the Trust) shall not undertake
any business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees shall not (i) acquire any
investments or engage in any activities not authorized by this Trust Agreement,
(ii) sell, assign, transfer, exchange, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein, (iii) take any action that would cause the
Trust to be treated as an association taxable as a corporation for United
States Federal income tax purposes, (iv) incur any indebtedness for borrowed
money or (v) take or consent to any action that would result in the placement
of a Lien on any of the Trust Property. The Trustees shall defend all claims
and demands of all Persons at any time claiming any Lien on any of the Trust
Property adverse to the interest of the Trust or the Securityholders in their
capacity as Securityholders.

(c) In connection with the issue and sale of the
Preferred Securities, the Depositor shall have the right and responsibility to
assist the Trust with respect to, or effect on behalf of the Trust, the
following (and any actions taken by the Depositor in furtherance of the
following prior to the date of this Trust Agreement are hereby ratified and
confirmed in all respects):

(i) to prepare for filing by the Trust with the
Commission a registration statement on Form S-3 in relation to the Preferred
Securities, including any amendments thereto;

(ii) to determine the States in which to take
appropriate action to qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions which must be
taken by or on behalf of the Trust, and advise the Trustees of actions they
must take on behalf of the Trust, and prepare for execution and filing any
documents to be executed and filed by the Trust or on behalf of the Trust, as
the Depositor deems necessary or advisable in order to comply with the
applicable laws of any such States;

(iii) to prepare for filing by the Trust an
application to the New York Stock Exchange or any other national stock
exchange or the Nasdaq National Market for listing upon notice of issuance of
any Preferred Securities;

(iv) to prepare for filing by the Trust with the
Commission a registration statement on Form 8-A relating to the registration of
the Preferred Securities under Section 12(b) of the Securities Exchange Act of
1934, including any amendments thereto;

-16-
<PAGE> 17

(v) to negotiate the terms of, and execute and
deliver, the Underwriting Agreement providing for the sale of the Preferred
Securities; and

(vi) any other actions necessary or desirable to
carry out any of the foregoing activities.

(d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be
an "investment company" required to be registered under the Investment Company
Act of 1940, as amended, or treated as an association taxable as a corporation
for United States Federal income tax purposes and so that the Debentures will
be treated as indebtedness of the Depositor for United States Federal income
tax purposes. In this connection, the Depositor and the Administrative
Trustees are authorized to take any action, not inconsistent with applicable
law, the Certificate of Trust or this Trust Agreement, that each of the
Depositor and the Administrative Trustees determines in its discretion to be
necessary or desirable for such purposes, as long as such action does not
adversely affect the interests of the Holders of the Preferred Securities.

Section 2.08 Assets of Trust. The assets of the Trust shall
consist of the Trust Property.

Section 2.09 Title to Trust Property. Legal title to all
Trust Property shall be vested at all times in the Property Trustee (in its
capacity as such) and shall be held and administered by the Property Trustee
for the benefit of the Securityholders and the Trust in accordance with this
Trust Agreement.

ARTICLE III.

Section 3.01 Payment Account.

(a) On or prior to the Closing Date, the Property Trustee
shall establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the
Payment Account shall be held by the Property Trustee in the Payment Account
for the exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

(b) The Property Trustee shall deposit in the Payment
Account, promptly upon receipt, all payments of principal of or

-17-
<PAGE> 18

interest on, and any other payments or proceeds with respect to, the
Debentures. Amounts held in the Payment Account shall not be invested by the
Property Trustee pending distribution thereof.

ARTICLE IV.

DISTRIBUTIONS; REDEMPTION

Section 4.01 Distributions.

(a) Distributions on the Trust Securities shall be
cumulative, and will accumulate whether or not there are funds of the Trust
available for the payment of Distributions. Distributions shall accrue from
____________, 1995, and, except in the event that Ohio Edison exercises its
right to extend the interest payment period for the Debentures pursuant to
Section 3.01 of the Subordinated Indenture, shall be payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year,
commencing on _________ __, 1995. If any date on which Distributions are
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Distribution shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date (each date on which distributions are payable in accordance with
this Section 4.01(a) a "Distribution Date").

(b) Distributions payable on the Trust Securities shall
be fixed at a rate of __% per annum of the Liquidation Amount of the Trust
Securities. Distributions that are in arrears for more than one quarter
(whether due to an extension of the interest payment period for the Debentures
under Section 301 of the Subordinated Indenture or otherwise) will accrue
interest at the rate per annum set forth above and the interest so accrued at
the end of each quarter and remaining unpaid will itself bear interest
thereafter (to the extent permitted by applicable law) until paid on the same
basis. The term "Distributions" as used herein includes any such interest
payable, unless otherwise stated. The amount of Distributions payable (and the
amount, if any, of interest payable, including interest on overdue interest)
for any full quarterly period shall be computed on the basis of twelve 30-day
months and a 360-day year.

(c) Distributions on the Trust Securities shall be made
and shall be deemed payable on each Distribution Date only to the extent that
the Trust has funds legally available in the Payment Account for the payment of
such Distributions.

(d) Distributions on the Trust Securities with respect to
a Distribution Date shall be payable to the Holders thereof as

-18-
<PAGE> 19

they appear on the Securities Register for the Trust Securities on the relevant
record date, which shall be one Business Day prior to such Distribution Date;
provided, however, that in the event that the Preferred Securities do not
remain in book-entry-only form, the relevant record date shall be the date
(whether or not a Business Day) 15 days prior to the relevant Distribution
Date.

Section 4.02 Redemption. (a) On each Debenture Redemption
Date and at Maturity (as defined in the Subordinated Indenture), the Trust
will be required to redeem a Like Amount of Trust Securities at the Redemption
Price.

(b) Notice of redemption shall be given by the
Administrative Trustees by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date to each Holder of
Trust Securities to be redeemed, at such Holder's address appearing in the
Security Register. All notices of redemption or liquidation shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the CUSIP number;

(iv) if less than all the Outstanding Trust
Securities are to be redeemed, the identification and the total Liquidation
Amount of the particular Trust Securities to be redeemed; and

(v) that on the Redemption Date the Redemption
Price will become due and payable upon each such Trust Security to be redeemed
and that Distributions thereon will cease to accrue on and after said date.

(c) The Trust Securities redeemed on each Redemption Date
shall be redeemed at the Redemption Price with the proceeds from the
contemporaneous redemption of Debentures. Redemptions of the Trust Securities
shall be made and the Redemption Price shall be deemed payable on each
Redemption Date only to the extent that the Trust has funds immediately
available in the Payment Account for the payment of such Redemption Price.

(d) If the Administrative Trustees give a notice of
redemption in respect of any Preferred Securities, then, by 12:00 noon, New
York time, on the Redemption Date, subject to Section 4.02(c), the Property
Trustee will, so long as the Preferred Securities are in book-entry-only form,
irrevocably deposit with the Clearing Agency for the Preferred Securities funds
sufficient to pay the applicable Redemption Price and shall give such Clearing
Agency irrevocable instructions and authority to pay the Redemption Price to
the holders thereof. If the Preferred Securities are no longer in
book-entry-only form, the Property Trustee, subject to Section 4.02(c), shall
irrevocably deposit

-19-
<PAGE> 20

with the Paying Agent funds sufficient to pay the applicable Redemption Price
and will give the Paying Agent irrevocable instructions to pay the Redemption
Price to the holders thereof. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register for the Trust Securities on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit, all rights of Securityholders holding Trust Securities so called for
redemption will cease, except the right of such Securityholders to receive the
Redemption Price, but without interest, and such Trust Securities will cease to
be outstanding. In the event that any date on which any Redemption Price is
payable is not a Business Day, then payment of the Redemption Price payable on
such date shall be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, payment of
such distribution shall be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the
event that payment of the Redemption Price in respect of any Trust Securities
called for redemption is improperly withheld or refused and not paid either by
the Trust or by the Depositor pursuant to the Guarantee, Distributions on such
Trust Securities will continue to accrue, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities
to the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.

(e) Payment of the Redemption Price on the Trust
Securities shall be made to the Securityholders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be one Business Day prior to the relevant Redemption Date; provided,
however, that in the event that the Preferred Securities do not remain in
book-entry-only form, the relevant record date shall be the fifteenth day
(whether or not a Business Day) prior to the Redemption Date.

(f) If less than all the Outstanding Trust Securities are
to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of
Trust Securities to be redeemed shall be allocated 3% to the Common Securities
and 97% to the Preferred Securities. The particular Preferred Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Property Trustee from the Outstanding Preferred Securities not
previously called for redemption, by such method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for a
redemption of portions (equal to $25 or integral multiple thereof) of the
Liquidation Amount of

-20-
<PAGE> 21

Preferred Securities of a denomination larger than $25. The Property Trustee
shall promptly notify the Security Registrar in writing of the Preferred
Securities selected for redemption and, in the case of any Preferred Securities
selected for partial redemption, the Liquidation Amount thereof to be redeemed.
For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of Preferred Securities
shall relate, in the case of any Preferred Securities redeemed or to be
redeemed only in part, to the portion of the Liquidation Amount of Preferred
Securities which has been or is to be redeemed.

Section 4.03 Subordination of Common Securities.

(a) Payment of Distributions (including Additional Amounts,
if applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made pro rata based on the Liquidation Amount of the Trust
Securities; provided, however, that if on any Distribution Date or Redemption
Date a Debenture Event of Default shall have occurred and be continuing, no
payment of any Distribution (including Additional Amounts, if applicable) on,
or Redemption Price of, any Common Security, and no other payment on account of
the redemption, liquidation or other acquisition of Common Securities, shall be
made unless payment in full in cash of all accumulated and unpaid Distributions
(including Additional Amounts, if applicable) on all Outstanding Preferred
Securities for all distribution periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Preferred Securities, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or Redemption Price of, Preferred
Securities then due and payable.

(b) In the case of the occurrence of any Debenture Event
of Default, the Holder of Common Securities will be deemed to have waived any
right to act with respect to any Event of Default under this Trust Agreement
until the effect of all such Events of Default with respect to the Preferred
Securities have been cured, waived or otherwise eliminated. Until any such
Events of Default under this Trust Agreement with respect to the Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities
and not the Holder of the Common Securities, and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee to act
on their behalf.

Section 4.04 Payment Procedures. Payments in respect of the
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Securities Register or, if
the Preferred Securities

-21-
<PAGE> 22

are held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency, which shall credit the relevant Persons' accounts at such Clearing
Agency on the applicable distribution dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder.

Section 4.05 Tax Returns and Reports. The Administrative
Trustees shall prepare (or cause to be prepared), and file, on behalf of the
Trust, all applicable United States Federal, state and local tax returns and
tax information reports that are required to be filed with respect to the
Trust. The Administrative Trustees shall provide the Depositor and the
Property Trustee with a copy of all such returns, reports and schedules
promptly after such filing or furnishing. The Trustees shall comply with
United States Federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to
Securityholders under the Trust Securities.

ARTICLE V.

TRUST SECURITIES CERTIFICATES

Section 5.01 Initial Ownership. Upon the formation of the
Trust and the contribution by the Depositor pursuant to Section 2.03 and until
the issuance of the Trust Securities, and at any time during which no Trust
Securities are outstanding, the Depositor shall be the sole beneficial owner of
the Trust.

Section 5.02 The Trust Securities Certificates. The
Preferred Securities Certificates shall be issued in minimum denominations of
$1,000 Liquidation Amount and integral multiples of $25 in excess thereof, and
the Common Securities Certificates shall be issued in denominations of $25
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. Trust Securities
Certificates bearing the signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

-22-
<PAGE> 23

Section 5.03 Delivery of Trust Securities Certificates. On
the Closing Date and on any date on which Preferred Securities are required to
be delivered pursuant to the exercise of the overallotment option provided for
in the Underwriting Agreement, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.04 and 2.05, to be executed on behalf of the Trust and delivered to
or upon the written order of the Depositor signed by its chairman of the board,
its president or any vice president, without further corporate action by the
Depositor, in authorized denominations.

Section 5.04 Registration of Transfer and Exchange of
Preferred Securities Certificates. The Securities Registrar shall keep or
cause to be kept, at the office or agency maintained pursuant to Section 5.08,
a Securities Register in which, subject to such reasonable regulations as it
may prescribe, the Securities Registrar shall provide for the registration of
Preferred Securities Certificates and the Common Securities Certificates
(subject to Section 5.10 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Preferred Securities Certificates as
herein provided. Until such time as they have appointed a Securities Registrar
under Section 2.07(a)(A)(vi) hereof, the Administrative Trustees, acting
together, shall be the initial Securities Registrar.

Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees or any one of them shall execute and deliver,
in the name of the designated transferee or transferees, one or more new
Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by the Administrative
Trustee or Trustees. The Securities Registrar shall not be required to
register the transfer of or exchange (i) Preferred Securities during a period
of 15 days immediately preceding the date on which notice identifying the
serial numbers for the Preferred Securities called for redemption is mailed, or
(ii) any Preferred Securities that have been called for redemption. At the
option of a Holder, Preferred Securities Certificates may be exchanged for
other Preferred Securities Certificates in authorized denominations of the same
class and of a like aggregate Liquidation Amount upon surrender of the
Preferred Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.08.

Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Administrative
Trustees and the Securities Registrar duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Preferred Securities
Certificate surrendered for registration of transfer or exchange

-23-
<PAGE> 24

shall be cancelled and subsequently disposed of by the Administrative Trustees
in accordance with customary practice by trustees generally.

No service charge shall be made for any registration of
transfer or exchange of Preferred Securities Certificates, but the Securities
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Preferred Securities Certificates.

Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust
Securities Certificates. If (a) any mutilated Trust Securities Certificate
shall be surrendered to the Securities Registrar, or if the Securities
Registrar shall receive evidence to its satisfaction of the destruction, loss
or theft of any Trust Securities Certificate and (b) there shall be delivered
to the Securities Registrar and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Trust Securities Certificate shall have been
acquired by a bona fide purchaser, the Administrative Trustees or any one of
them on behalf of the Trust shall execute and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class, tenor
and denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Securities
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any Trust
Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided beneficial interest in the assets of the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Trust Securities Certificate shall be found at any time.

Section 5.06 Persons Deemed Securityholders. Prior to due
presentation of a Trust Securities Certificate for registration of transfer,
the Trustees or the Securities Registrar shall treat the Person in whose name
any Trust Securities Certificate shall be registered in the Securities Register
as the owner of such Trust Securities Certificate for the purpose of receiving
distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

Section 5.07 Access to List of Securityholders' Names and
Addresses. The Administrative Trustees shall furnish or cause to be furnished
a list (x) to the Depositor, within 15 days after receipt by any Administrative
Trustee of a request therefor in such form as such Administrative Trustees may
reasonably require, of the names and addresses of the Securityholders as of the
most recent Record Date and (y) to the Property Trustee,

-24-
<PAGE> 25

promptly after receipt by any Administrative Trustee of a request therefor from
the Property Trustee in order to enable the Property Trustee to discharge its
obligations under this Trust Agreement. If three or more Securityholders or
one or more Holders of Trust Securities Certificates evidencing not less than
25% in outstanding Liquidation Amount apply in writing to any Administrative
Trustee, and such application states that the applicants desire to communicate
with other Securityholders with respect to their rights under this Trust
Agreement or under the Trust Securities Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Administrative Trustees shall, within five Business Days
after the receipt of such application, afford such applicants access during
normal business hours to the current list of Securityholders. Each Holder, by
receiving and holding a Trust Securities Certificate, shall be deemed to have
agreed not to hold either the Depositor or the Trustees accountable by reason
of the disclosure of its name and address, regardless of the source from which
such information was derived.

Section 5.08 Maintenance of Office or Agency. The
Administrative Trustees shall maintain in the Borough of Manhattan, The City of
New York, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate The Bank of New York, 101 Barclay Street, Floor 21 West, New York,
New York 10286 as their principal trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and the Securityholders of any change in the location of the
Securities Register or any such office or agency.

Section 5.09 Appointment of Paying Agent. The Paying Agent
shall make distributions to Securityholders from the Payment Account and shall
report the amounts of such distributions to the Property Trustee and the
Administrative Trustees. Any Paying Agent shall have the revocable power to
withdraw funds from the Payment Account for the purpose of making the
distributions referred to above. The Administrative Trustees may revoke such
power and remove the Paying Agent if such Trustees determine in their sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect. The Paying Agent shall initially
be The Bank of New York, and it may choose any co-paying agent that is
acceptable to the Administrative Trustees and the Depositor. Any Person acting
as a Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustees, the Property Trustee and the
Depositor. In the event that The Bank of New York shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act
be revoked, the Administrative Trustees shall appoint a successor that is
acceptable to the Property Trustee and the Depositor to

-25-
<PAGE> 26

act as Paying Agent (which shall be a bank or trust company). The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if
any, held by it for payment to the Securityholders in trust for the benefit of
the Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.01, 8.03 and 8.06 shall apply to the Bank also in its
role as Paying Agent, for so long as the Bank shall act as Paying Agent and, to
the extent applicable, to any other paying agent appointed hereunder. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

Section 5.10 Ownership of Common Securities by Depositor. On
the Closing Date and on each other date provided for in Section 2.05, the
Depositor shall acquire, and thereafter retain, beneficial and record ownership
of the Common Securities. Any attempted transfer of the Common Securities
shall be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE".

Section 5.11 Book-entry Preferred Securities Certificates;
Common Securities Certificate. (a) The Preferred Securities Certificates,
upon original issuance, will be issued in the form of a typewritten Global
Preferred Securities Certificate or Certificates representing Book-Entry
Preferred Securities Certificates (each a "Global Certificate"), to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
definitive Preferred Securities Certificate representing such Owner's interest
in such Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.13:

(i) the provisions of this Section 5.11(a) shall
be in full force and effect;

(ii) the Securities Registrar and the Trustees
shall be entitled to deal with the Clearing Agency for all purposes of this
Trust Agreement relating to the Book-Entry Preferred Securities Certificates
(including the payment of Distributions on the Book-Entry Preferred Securities
and the

-26-
<PAGE> 27

giving of instructions or directions to Owners of Book-Entry Preferred
Securities) as the sole Holder of Book-Entry Preferred Securities and shall
have no obligations to the Owners thereof;

(iii) to the extent that the provisions of this
Section 5.11 conflict with any other provisions of this Trust Agreement, the
provisions of this Section 5.11 shall control;

(iv) the rights of the Owners of the Book-Entry
Preferred Securities Certificates shall be exercised only through the Clearing
Agency and shall be limited to those established by law and agreements between
such Owners and the Clearing Agency and/or the Clearing Agency Participants.
Pursuant to the Certificate Depository Agreement, unless and until Definitive
Preferred Securities Certificates are issued pursuant to Section 5.13, the
initial Clearing Agency will make book-entry transfers among the Clearing
Agency Participants and receive and transmit payments on the Preferred
Securities to such Clearing Agency Participants; and

(v) whenever this Trust Agreement requires or
permits actions to be taken based upon instructions or directions of Holders of
Trust Certificates evidencing a specified percentage of the aggregate
Liquidation Amount, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect
from Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the
applicable class of Trust Certificates and has delivered such instructions to
the Administrative Trustees.

(b) Common Securities Certificates representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

Section 5.12 Notices to Clearing Agency. To the extent a
notice or other communication to the Owners is required under this Trust
Agreement, unless and until Definitive Preferred Securities Certificates shall
have been issued to Owners pursuant to Section 5.13, the Trustees shall give
all such notices and communications specified herein to be given to Owners to
the Clearing Agency, and shall have no obligations to the Owners.

Section 5.13 Definitive Preferred Securities Certificates.
If (i) the Depositor advises the Trustees in writing that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities with
respect to the Preferred Securities Certificates, and the Depositor is unable
to locate a qualified successor, (ii) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after the occurrence of a Debenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests

-27-
<PAGE> 28

aggregating at least a majority of the Liquidation Amount of Preferred
Securities advise the Clearing Agency in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interest
of the Owners of Preferred Securities Certificates, then the Clearing Agency
shall notify all Owners of Preferred Securities Certificates and the Trustees
of the occurrence of any such event and of the availability of the Definitive
Preferred Securities Certificates to such Owners requesting the same. Upon
surrender to the Administrative Trustees of the typewritten Preferred
Securities Certificate or Certificates representing the Book Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute
the Definitive Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency. Neither the Securities Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Preferred Securities Certificates
as Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

Section 5.14 Rights of Securityholders. The legal title to
the Trust Property is vested exclusively in the Property Trustee (in its
capacity as such) in accordance with Section 2.09, and the Securityholders
shall not have any right or title therein other than the undivided beneficial
interest in the assets of the Trust conferred by their Trust Securities, and
they shall have no right to call for any partition or division of property,
profits or rights of the Trust except as described below. The Trust Securities
shall be personal property giving only the rights specifically set forth
therein and in this Trust Agreement. The Trust Securities shall have no
preemptive rights and when issued and delivered to Securityholders against
payment of the purchase price therefor will be fully paid and nonassessable by
the Trust. Except as otherwise provided in the Expense Agreement and Section
10.01 hereof, the Holders of the Trust Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

-28-
<PAGE> 29

ARTICLE VI.

ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 6.01 Limitations on Voting Rights. (a) Except as
provided in this Section, in Sections 10.03 and 8.10 hereof, and in the
Subordinated Indenture and the Guarantee, and as otherwise required by law, no
Holder of Preferred Securities shall have any right to vote or in any manner
otherwise control the administration, operation and management of the Trust or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of
an association.

(b) The holders of a majority in aggregate liquidation
amount of the Preferred Securities will have the right to (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Property Trustee or to direct the exercise of any trust or power conferred upon
the Property Trustee under the Trustee Agreement, including the right to
direct the Property Trustee to exercise the remedies available to it as a
holder of the Subordinated Debentures under the Indenture; (ii) waive any past
Indenture Event of Default that is waivable under the Indenture; or (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Subordinated Debentures shall be due and payable; provided, however, that
where a consent under the Indenture (as defined herein) requires the consent of
all holders of the Subordinated Debentures affected thereby, the Property
Trustee may only give such consent at the direction of all holders of the
Preferred Securities. If the Property Trustee fails to enforce its rights
under the Subordinated Debentures, to the fullest extent permitted by law, a
holder of Preferred Securities may, after such holder's written request to the
Property Trustee to enforce such rights, institute a legal proceeding directly
against Ohio Edison to enforce the Property Trustee's rights under the
Subordinated Debentures without first instituting any legal proceeding against
the Property Trustee or any other person or entity. The Property Trustee shall
notify all holders of the Preferred Securities of any notice of default
received from the Debenture Trustee with respect to the Subordinated
Debentures. Except with respect to directing the time, method and place of
conducting a proceeding for a remedy, the Property Trustee shall not take any
of the actions described in clauses (i), (ii) or (iii), unless it shall receive
an opinion of counsel experienced in such matters to the effect that the Issuer
will not be classified as an association taxable as a corporation for United
States Federal income tax purposes on account of such action.

(c) If any proposed amendment to this Trust Agreement
provides for, or the Trustees otherwise propose to effect, other than pursuant
to the terms of this Trust Agreement, (i) any action that would adversely
affect the powers, preferences or special rights of the Holders of the
Preferred Securities,

-29-
<PAGE> 30

whether by way of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, then the Holders of
Outstanding Preferred Securities will be entitled to vote as a class on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least 66 2/3% in Liquidation
Amount of the Outstanding Preferred Securities. No amendment to this Trust
Agreement may be made if, as a result of such amendment, the Trust would be
classified as an association taxable as a corporation for United States Federal
income tax purposes, and the Trustees shall be entitled to receive and shall be
fully protected in relying upon an Opinion of Counsel experienced in such
matters to such effect.

(d) If (i) the Trust fails to make Distributions in full
on the Preferred Securities for six (6) consecutive quarterly Distribution
periods, or (ii) an Event of Default occurs and is continuing (each of (i) and
(ii) being an "Appointment Event"), then the Holders of the Preferred
Securities, acting as a single class, will be entitled by the vote of a
majority in Liquidation Amount of the Preferred Securities to appoint a Special
Administrative Trustee in accordance with Section 8.10 of this Trust Agreement.
Any Holder of Preferred Securities (other than the Depositor, or any entity
directly or indirectly controlling or controlled, by or under direct or
indirect common control with the Depositor) will be entitled to nominate any
person to be appointed as Special Administrative Trustee. For purposes of
determining whether the Trust has failed to make Distributions in full on the
Preferred Securities for six (6) consecutive quarterly Distribution periods,
Distributions shall be deemed to remain in arrears, notwithstanding any
payments in respect thereof, until full cumulative Distributions have been or
are contemporaneously are paid with respect to all quarterly Distribution
periods terminating on or prior to the date of payment of such cumulative
Distributions. Not later than 30 days after such right to appoint a Special
Administrative Trustee arises, the Administrative Trustees will convene a
meeting of the Holders of the Preferred Securities for the purpose of
appointing a Special Administrative Trustee. If the Administrative Trustees
fail to convene such meeting within such 30-day period, the Holders of 10% in
Liquidation Amount of the Preferred Securities will be entitled to convene
such a meeting in accordance with Section 6.03 of this Trust Agreement.
Notwithstanding the appointment of a Special Administrative Trustee, Ohio
Edison as issuer of the Debentures shall retain all rights under the Indenture,
including the right to extend the interest payment period on the Debentures.

Section 6.02 Notice of Meetings. Notice of all meetings of
the Preferred Securityholders, stating the time, place and purpose of the
meeting, shall be given by the Administrative Trustees pursuant to Section
10.08 to each Preferred Securityholder of record, at his registered address, at

-30-
<PAGE> 31

least 15 days and not more than 90 days before the meeting. At any such
meeting, any business properly before the meeting may be so considered whether
or not stated in the notice of the meeting. Any adjourned meeting may be held
as adjourned without further notice.

Any and all notices to which any Preferred Securityholder
hereunder may be entitled and any and all communications shall be deemed duly
served or given if mailed, postage prepaid, addressed to any Preferred
Securityholder of record at his last known address as recorded on the
Securities Register.

Section 6.03 Meetings of Preferred Securityholders. No
annual meeting of Securityholders is required to be held. The Administrative
Trustees, however, shall call a meeting of Securityholders if directed to do so
in writing by the Holders of at least 25% in Liquidation Amount of the
Preferred Securities, and the Administrative Trustees or the Property Trustee
may, at any time in their discretion, call a meeting of Preferred
Securityholders to vote on any matters as to which the Preferred
Securityholders are entitled to vote.

Holders of at least 50% in Liquidation Amount of the Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of Securityholders. If a quorum is present at a meeting, an
affirmative vote by the Holders of at least 66 2/3% in Liquidation Amount of
Preferred Securities, present, either in person or by proxy, at such meeting
shall constitute the action of the Securityholders, unless this Trust Agreement
requires a greater number of affirmative votes.

Section 6.04 Voting Rights. Securityholders shall be
entitled to one vote for each $25 of Liquidation Amount represented by their
Trust Securities in respect of any matter as to which such Securityholders are
entitled to vote.

Section 6.05 Proxies, Etc. At any meeting of
Securityholders, any Securityholder entitled to vote thereat may vote by proxy,
provided that no proxy shall be voted at any meeting unless it shall have been
placed on file with the Administrative Trustees, or with such other officer or
agent of the Trust as the Administrative Trustees may direct, for verification
prior to the time at which such vote shall be taken. Pursuant to a resolution
of the Property Trustee, proxies may be solicited in the name of the Property
Trustee or one or more officers of the Property Trustee. Only Securityholders
of record shall be entitled to vote. When Trust Securities are held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote

-31-
<PAGE> 32

shall not be received in respect of such Trust Securities. A proxy purporting
to be executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger.

Section 6.06 Securityholder Action by Written Consent. Any
action which may be taken by Securityholders at a meeting may be taken without
a meeting if the Holders of at least 66 2/3% in Liquidation Amount of all
Outstanding Trust Securities entitled to vote in respect of such action (or
such larger proportion thereof as shall be required by any express provision of
this Trust Agreement) shall consent to the action in writing.

Section 6.07 Record Date for Voting and Other Purposes. For
the purposes of determining the Securityholders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrative Trustees may from time to time fix a date, not more
than 90 days prior to the date of any meeting of Securityholders or the payment
of distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

Section 6.08 Acts of Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Trust Agreement to be given, made or taken by Securityholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by an agent duly
appointed in writing; and, except as otherwise expressly provided herein, such
action shall become effective when such instrument or instruments are delivered
to the Administrative Trustee. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Trust Agreement and (subject to
Section 8.01) conclusive in favor of the Trustees, if made in the manner
provided in this Section.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date

-32-
<PAGE> 33

of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which any
Trustee receiving the same deems sufficient.

The ownership of Preferred Securities shall be proved by the
Securities Register.

Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Securityholder of any Trust Security shall
bind every future Securityholder of the same Trust Security and the
Securityholder of every Trust Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustees or the Trust in reliance
thereon, whether or not notation of such action is made upon such Trust
Security.

Without limiting the foregoing, a Securityholder entitled
hereunder to take any action hereunder with regard to any particular Trust
Security may do so with regard to all or any part of the Liquidation Amount of
such Trust Security or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any part of such
liquidation amount.

If any dispute shall arise between the Securityholders of
Trust Securities and the Administrative Trustees or among such Securityholders
or Trustees with respect to the authenticity, validity or binding nature of any
request, demand, authorization, direction, consent, waiver or other Act of such
Securityholder or Trustee under this Article VI, then the determination of such
matter by the Property Trustee shall be conclusive with respect to such matter.

Section 6.09 Inspection of Records. Subject to Section 5.07
concerning access to the list of Securityholders, upon reasonable notice to the
Administrative Trustees and the Property Trustee, the other records of the
Trust shall be open to inspection by Securityholders during normal business
hours for any purpose reasonably related to such Securityholder's interest as a
Securityholder.

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE
AND THE DELAWARE TRUSTEE

Section 7.01 Property Trustee. The Property Trustee hereby
represents and warrants for the benefit of the Depositor and the
Securityholders that:

-33-
<PAGE> 34

(a) the Property Trustee is a banking corporation or
trust company duly organized, validly existing and in good standing under the
laws of the State of New York;

(b) the Property Trustee has full corporate power,
authority and legal right to execute, deliver and perform its obligations under
this Trust Agreement and has taken all necessary action to authorize the
execution, delivery and performance by it of this Trust Agreement;

(c) this Trust Agreement has been duly authorized,
executed and delivered by the Property Trustee and constitutes the valid and
legally binding agreement of the Property Trustee enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;

(d) the execution, delivery and performance by the
Property Trustee of this Trust Agreement will not violate, conflict with or
constitute a breach of the Property Trustee's charter or by-laws; and

(e) neither the authorization, execution or delivery by
the Property Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Property Trustee contemplated herein require the consent or
approval of, the giving of notice to, the registration with or the taking of
any other action with respect to any governmental authority or agency under any
existing Federal law governing the banking or trust powers of the Property
Trustee or under the laws of the State of New York;

Section 7.02 Delaware Trustee. The Delaware Trustee
represents and warrants for the benefit of the Depositor and the
Securityholders that:

(a) the Delaware Trustee is a banking corporation or
trust company duly organized, validly existing and in good standing under the
laws of the State of Delaware;

(b) the Delaware Trustee has full corporate power,
authority and legal right to execute, deliver and perform its obligations under
this Trust Agreement and has taken all necessary action to authorize the
execution, delivery and performance by it of this Trust Agreement;

(c) this Trust Agreement has been duly authorized,
executed and delivered by the Delaware Trustee and constitutes the valid and
legally binding agreement of the Delaware Trustee enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;

-34-
<PAGE> 35

(d) the execution, delivery and performance by the
Delaware Trustee of this Trust Agreement will not violate the Delaware
Trustee's charter or by-laws; and

(e) neither the authorization, execution or delivery by
the Delaware Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Delaware Trustee contemplated herein require the consent or
approval of, the giving of notice to, the registration with or the taking of
any other action with respect to any governmental authority or agency under any
existing Federal law governing the banking or trust powers of the Delaware
Trustee or under the laws of the State of Delaware;

ARTICLE VIII.

THE TRUSTEES

Section 8.01 Certain Duties and Responsibilities.

(a) The duties and responsibilities of the Trustees shall
be as provided by this Trust Agreement and, in the case of the Property
Trustee, by the Trust Indenture Act, and no implied covenants or obligations
shall be read into this Trust Agreement against any of the Trustees.
Notwithstanding the foregoing, no provision of this Trust Agreement shall
require the Trustees to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to them.
Notwithstanding anything contained in this Trust Agreement to the contrary, the
duties and responsibilities of the Property Trustee under this Trust Agreement
shall be subject to the protections and limitations on liability afforded to
the Property Trustee under this Trust Agreement, the Trust Indenture Act and to
the extent applicable, Rule 3a-7 under the 1940 Act, or any successor rule
thereunder. Whether or not therein expressly so provided, every provision of
this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of
Section 8.01.

(b) All payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from the income and
proceeds from the Trust Property and only to the extent that there shall be
sufficient income or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
legally available for distribution to it as herein provided and that the
Trustees

-35-
<PAGE> 36

are not personally liable to it for any amount distributable in respect of any
Trust Security or for any other liability in respect of any Trust Security.
This Section 8.01(b) does not limit the liability of the Trustees expressly set
forth elsewhere in this Trust Agreement or, in the case of the Property
Trustee, in the Trust Indenture Act.

(c) All duties and responsibilities of the Property Trustee
contained in this Trust Agreement are subject to the following:

(i) the Property Trustee's sole duty with respect to the
custody, safe keeping and physical preservation of the Trust Property
and the Property Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property for
its own account, subject to the protections and limitations on
liability afforded to the Property Trustee under this Trust Agreement,
the Trust Indenture Act and Rule 3a-7 thereunder;

(ii) the Property Trustee shall have no duty or liability
for or with respect to the value, genuineness, existence or
sufficiency of the Trust Property or the payment of any taxes or
assessments levied thereon or in connection therewith;

(iii) the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree
with the Depositor. Money held by the Property Trustee need not be
segregated from other funds held by it except in relation to the
Property Account maintained by the Property Trustee pursuant to
Section 2.07(a)(B)(i) and except to the extent otherwise required by
law;

(iv) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrative Trustees or the
Depositor with their respective duties under this Trust Agreement, nor
shall the Property Trustee be liable for the default or misconduct of
the Administrative Trustees or the Depositor.

Section 8.02 Notice of Defaults. Within five Business Days
after the occurrence of any Event of Default, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.08, notice of
any default known to the Property Trustee to the Securityholders, the
Administrative Trustees and the Depositor, unless such default shall have been
cured or waived. For the purpose of this Section, the term "default" means any
event which is, or after notice or lapse of time or both would become, an Event
of Default.

-36-
<PAGE> 37

Section 8.03 Certain Rights of Property Trustee. Subject to
the provisions of Section 8.01 and except as provided by law:

(a) the Property Trustee may rely and shall be protected
in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

(b) any direction or act of the Depositor or the
Administrative Trustees contemplated by this Trust Agreement shall be
sufficiently evidenced by an Officers' Certificate or an instrument signed by
the requisite number of Administrative Trustees, as the case may be; and any
resolution of the Board of Directors mentioned herein may be sufficiently
evidenced by a Board Resolution;

(c) whenever in the administration of this Trust
Agreement the Property Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the
Property Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, request and rely upon an Officers'
Certificate which, upon receipt of such request, shall be promptly delivered by
the Depositor or the Administrative Trustees;

(d) the Property Trustee may consult with counsel of its
choice and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;

(e) the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Trust Agreement at
the request or direction of any of the Holders pursuant to this Trust
Agreement, unless such Holders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses (including
attorneys' fees and expenses) and liabilities which might be incurred by it in
compliance with such request or direction;

(f) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Property Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Property Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to

-37-
<PAGE> 38

examine the books, records and premises of the Depositor personally or by agent
or attorney;

(g) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys, and the Property Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;

(h) the Property Trustee shall not be liable for any
action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Trust Agreement;

(i) the Property Trustee shall not be charged with
knowledge of any default, Event of Default or Appointment Event with respect
to the Trust Securities unless either (1) a Responsible Officer of the Property
Trustee shall have actual knowledge of the default, Event of Default or
Appointment Event or (2) written notice of such default, Event of Default or
Appointment Event shall have been given to the Property Trustee by the
Depositor, the Administrative Trustees or by any Holder of the Trust Securities;

(j) no provision of this Trust Agreement shall be deemed
to impose any duty or obligation on the Property Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on
it in any jurisdiction in which it shall be illegal, or in which the Property
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts or to exercise any such right, power, duty or
obligation; and no permissive or discretionary power or authority available to
the Property Trustee shall be construed to be a duty; and

(k) no provision of this Trust Agreement shall require the
Property Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if the Property Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Trust Agreement or adequate
indemnity against such risk or liability is not reasonably assured to it;

(l) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing or
continuation statement or any tax or securities) (or any rerecording, refiling
or registration thereof);

-38-
<PAGE> 39

(m) the Property Trustee shall have the right at any time
to seek instructions concerning the administration of this Trust Agreement from
any court of competent jurisdiction; and

(n) whenever in the administration of this Trust
Agreement the Property Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other action
hereunder the Property Trustee (i) may request instructions from the Holders of
the Securities, which instructions may only be given by the Holders of the same
proportion and liquidation amount of the Securities as would be entitled to
direct the Property Trustee under the terms of this Trust Agreement in respect
of such remedies, right or action, (ii) may refrain from enforcing such remedy
or right or taking such other action until such instructions are received, and
(iii) shall be protected in acting in accordance with such instructions.

Section 8.04 Not Responsible For Recitals or Issuance of
Securities. The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Trust, and the Trustees do
not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or
any part thereof, nor as to the validity or sufficiency of this Trust Agreement
or the Trust Securities. The Trustees shall not be accountable for the use or
application by the Trust of the proceeds of the Trust Securities in accordance
with Section 2.05.

Section 8.05 May Hold Securities. Except as provided in the
definitions of the term "Outstanding" in Article I, any Trustee or any other
agent of any Trustee or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

Section 8.06 Compensation; Fees; Indemnity. The Depositor
agrees:

(a) to pay to the Trustees from time to time reasonable
compensation for all services rendered by the Trustees hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to
reimburse the Trustees upon request for all reasonable expenses, disbursements
and advances incurred or made by the Trustees in accordance with any provision
of this Trust Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

-39-
<PAGE> 40

(c) to indemnify the Trustees for, and to hold the
Trustees harmless from and against, any and all loss, damage, claims, liability
or expense incurred without negligence or bad faith on their part, arising out
of or in connection with the acceptance or administration of this Trust
Agreement, including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of
their powers or duties hereunder.

As security for the performance of the obligations of the
Depositor under this Section, each of the Trustees shall have a lien prior to
the Trust Securities upon all property and funds held or collected by such
Trustee as such, except funds held in trust for the payment of Distributions on
the Trust Securities.

The provisions of this Section shall survive the termination
of this Trust Agreement.

Section 8.07 Corporate Property Trustee Required; Eligibility
Trustees.

(a) There shall at all times be a Property Trustee
hereunder with respect to the Trust Securities. The Property Trustee shall be
a Person that has a combined capital and surplus of at least $50,000,000. If
any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property Trustee
with respect to the Trust Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

(b) There shall at all times be one or more
Administrative Trustees hereunder with respect to the Trust Securities. Each
Administrative Trustee shall be either a natural person who is at least 21
years of age or a legal entity that shall act through one or more persons
authorized to bind such entity.

(c) There shall at all times be a Delaware Trustee with
respect to the Trust Securities. The Delaware Trustee shall either be (i) a
natural person who is at least 21 years of age and a resident of the State of
Delaware or (ii) a legal entity with its principal place of business in the
State of Delaware that otherwise meets the requirements of applicable Delaware
law and that shall act through one or more persons authorized to bind such
entity.

Section 8.08 Conflicting Interests. If the Property Trustee
has or shall acquire a conflicting interest within the

-40-
<PAGE> 41

meaning of the Trust Indenture Act, the Property Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. The
Subordinated Indenture and the Guarantee Agreement shall be deemed to be
specifically described in this Trust Agreement for the purposes of clause (i)
of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 8.09 Co-trustees and Separate Trustee. Unless an
Event of Default shall have occurred and be continuing, at any time or times,
for the purpose of meeting the legal requirements of the Trust Indenture Act or
of any jurisdiction in which any part of the Trust Property may at the time be
located, the Holder of the Common Securities and the Administrative Trustees
shall, by agreed action of the majority of such Trustees, have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any part of such Trust Property, or to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request so
to do, or in case an Event of Default under the Subordinated Indenture has
occurred and is continuing, the Administrative Trustees alone shall have power
to make such appointment. Any co-trustee or separate trustee appointed
pursuant to this Section shall satisfy the requirements of Section 8.07.

Should any written instrument from the Depositor be required
by any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such property, title, right, or power, any
and all such instruments shall, on request, be executed, acknowledged, and
delivered by the Depositor.

Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the
following terms, namely:

(a) The Trust Securities shall be executed and delivered
and all rights, powers, duties, and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or required to
be deposited or pledged with, the Trustees specified hereunder, shall be
exercised, solely by such Trustees.

-41-
<PAGE> 42

(b) The rights, powers, duties, and obligations hereby
conferred or imposed upon the Property Trustee in respect of any property
covered by such appointment shall be conferred or imposed upon and exercised or
performed by the Property Trustee or by the Property Trustee and such
co-trustee or separate trustee jointly, as shall be provided in the instrument
appointing such co-trustee or separate trustee, except to the extent that under
any law of any jurisdiction in which any particular act is to be performed, the
Property Trustee shall be incompetent or unqualified to perform such act, in
which event such rights, powers, duties, and obligations shall be exercised and
performed by such co-trustee or separate trustee.

(c) The Property Trustee at any time, by an instrument in
writing executed by it, with the written concurrence of the Depositor, may
accept the resignation of or remove any co-trustee or separate trustee
appointed under this Section, and, in case an Event of Default under the
Subordinated Indenture has occurred and is continuing, the Property Trustee
shall have power to accept the resignation of, or remove, any such co-trustee
or separate trustee without the concurrence of the Depositor. Upon the written
request of the Property Trustee, the Depositor shall join with the Property
Trustee in the execution, delivery, and performance of all instruments and
agreements necessary or proper to effectuate such resignation or removal. A
successor to any co-trustee or separate trustee so resigned or removed may be
appointed in the manner provided in this Section.

(d) No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Property Trustee, or
any other Trustee hereunder.

(e) The Property Trustee shall not be liable by reason of
any act of a co-trustee or separate trustee.

(f) Any Act of Holders delivered to the Property Trustee
shall be deemed to have been delivered to each such co-trustee or separate
trustee.

Section 8.10 Resignation and Removal; Appointment of
Successor; Special Administrative Trustee. No resignation or removal of any
Trustee (the "Relevant Trustee") and no appointment of a successor Relevant
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Relevant Trustee in accordance with the applicable
requirements of Section 8.11.

The Relevant Trustee may resign at any time with respect to
the Trust Securities by giving written notice thereof to the Securityholders.
If the instrument of acceptance by a successor Relevant Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 30
days after the giving of such notice of resignation, the resigning Relevant
Trustee may petition any court of competent jurisdiction for the

-42-
<PAGE> 43

appointment of a successor Relevant Trustee with respect to the Trust
Securities. Unless an Event of Default shall have occurred and be continuing,
the Relevant Trustee may be removed at any time by Act of the Common
Securityholder. If an Event of Default shall have occurred and be continuing,
the Relevant Trustee may be removed at such time by Act of the Securityholders
of a majority in Liquidation Amount of the Preferred Securities Certificates,
delivered to the Relevant Trustee (in its individual capacity and on behalf of
the Trust).

If the Relevant Trustee shall resign, be removed or become
incapable of continuing to act as Relevant Trustee at a time when no Event of
Default shall have occurred and be continuing, the Common Securityholder, by
Act of the Common Securityholder delivered to the retiring Relevant Trustee,
shall promptly appoint a successor Relevant Trustee or Trustees with respect to
the Trust Securities and the Trust, and the retiring Relevant Trustee shall
comply with the applicable requirements of Section 8.11. If the Relevant
Trustee shall resign, be removed or become incapable of continuing to act as
the Relevant Trustee at a time when an Event of Default shall have occurred and
be continuing, the Preferred Securityholders, by Act of the Securityholders of
a majority in Liquidation Amount of the Preferred Securities then outstanding
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees with respect to the Trust Securities and the
Trust, and the Relevant Trustee shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee with respect to the Trust
Securities shall have been so appointed by the Common Securityholder or the
Preferred Securityholders and accepted appointment in the manner required by
Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee with respect to the Trust
Securities.

The retiring Relevant Trustee shall give notice of each
resignation and each removal of the Relevant Trustee with respect to the Trust
Securities and the Trust and each appointment of a successor Trustee with
respect to the Trust Securities and the Trust to all Securityholders in the
manner provided in Section 10.08 and shall give notice to the Depositor. Each
notice shall include the name of the successor Relevant Trustee with respect to
the Trust Securities and the Trust and the address of its Corporate Trust
Office. Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled by (i) the
unanimous act of remaining Administrative Trustees if there are at least two of
them or (ii) otherwise by the Depositor (with the successor in each case being
an individual who satisfies the eligibility requirement for Administrative
Trustees

-43-
<PAGE> 44

or Delaware Trustee, as the case may be, set forth in Section 8.07).
Additionally, notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event the Depositor reasonably believes that any
Administrative Trustee who is a natural person has become incompetent or
incapacitated, the Depositor, by notice to the remaining Trustees, may
terminate the status of such Person as an Administrative Trustee (in which case
the vacancy so created will be filled in accordance with the preceding
sentence).

Notwithstanding the foregoing, if an Appointment Event has
occurred and is continuing, one (1) additional Administrative Trustee (the
"Special Administrative Trustee") may be appointed by vote of the Holders of a
majority in Liquidation Amount of the Preferred Securities, voting as a class
at a meeting of the Holders of the Preferred Securities, and such Special
Administrative Trustee may only be removed (otherwise than as set forth in the
next sentence) by vote of the Holders of a majority in Liquidation Amount of
the Preferred Securities, voting as a class at a meeting of the Holders of the
Preferred Securities. A Special Administrative Trustee shall only hold office
while an Appointment Event is continuing and shall cease to hold office
immediately after the Appointment Event pursuant to which the Special
Administrative Trustee was appointed and all other Appointment Events cease to
be continuing. Any Special Administrative Trustee may resign from office
(without need for a prior or subsequent accounting) by an instrument in writing
signed by the Special Administrative Trustee and delivered to the Depositor and
the Trust, which resignation shall take effect upon such delivery or upon such
later date as is specified therein; provided, however, that no such resignation
of a Special Administrative Trustee shall be effective until the 60th day
following delivery of the instrument of resignation of the Special
Administrative Trustee to the Depositor and the Trust or such later date
specified in such instrument during which period the Holders of the Preferred
Securities shall have the right to appoint a successor Special Administrative
Trustee as provided in this Section.

Section 8.11 Acceptance of Appointment by Successor. In case
of the appointment hereunder of a successor Relevant Trustee with respect to
all Trust Securities and the Trust, every such successor Relevant Trustee so
appointed shall execute, acknowledge and deliver to the Trust and to the
retiring Relevant Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Relevant Trustee shall
become effective and such successor Relevant Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee; but, on the request of the Depositor
or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Relevant Trustee all the rights, powers and trusts of the retiring
Relevant Trustee and shall duly

-44-
<PAGE> 45

assign, transfer and deliver to such successor Relevant Trustee all property
and money held by such retiring Relevant Trustee hereunder, subject,
nevertheless, to the retiring Trustee's prior lien provided for in Section
8.06.

In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee and each successor Trustee with respect to the Trust
Securities shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust and (2) shall add to or change any of the provisions of this
Trust Agreement as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees of the same trust and that each such Relevant
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Relevant Trustee
and upon the execution and delivery of such amendment the resignation or
removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Relevant Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Relevant Trustee with respect to the Trust
Securities and the Trust; but, on request of the Trust or any successor
Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and
deliver to such successor Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the
Trust Securities and the Trust.

Upon request of any such successor Relevant Trustee, such
retiring Relevant Trustee shall execute any and all instruments for more fully
and certainly vesting in and confirming to such successor Relevant Trustee all
such rights, powers and trusts referred to in the first or second preceding
paragraph, as the case may be.

No successor Relevant Trustee shall accept its appointment
unless at the time of such acceptance such successor Relevant Trustee shall be
qualified and eligible under this Article.

Section 8.12 Merger, Conversion, Consolidation Succession to
Business. Any corporation into which the Property Trustee, Delaware Trustee or
any Administrative Trustee which is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Relevant

-45-
<PAGE> 46

Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of such Relevant Trustee, shall be the
successor of such Relevant Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.

Section 8.13 Preferential Collection of Claims Against
Depositor or Trust. If and when the Property Trustee or the Delaware Trustee
shall be or become a creditor of the Depositor or the Trust (or any other
obligor upon the Debentures or the Trust Securities), the Property Trustee or
the Delaware Trustee, as the case may be, shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor).

Section 8.14 Reports by Property Trustee.

(a) The Property Trustee shall transmit to
Securityholders such reports concerning the Property Trustee and its actions
under this Trust Agreement as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto. Such of those
reports as are required to be transmitted by the Property Trustee pursuant to
Section 313(a) of the Trust Indenture Act shall be so transmitted within 60
days after July 31 of each year, commencing July 31, 1996.

(b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each stock
exchange upon which the Trust Securities are listed, with the Commission and
with the Depositor. The Depositor will notify the Property Trustee when any
Trust Securities are listed on any stock exchange.

Section 8.15 Reports to the Property Trustee. The Depositor
and the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information (if any) as required
by Section 314 and the compliance certificate required by Section 314 of the
Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.

Section 8.16 Evidence of Compliance with Conditions
Precedent. Each of the Depositor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Trust Agreement
(including any covenants compliance with which constitutes a condition
precedent) that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) of the Trust

-46-
<PAGE> 47

Indenture Act may be given in the form of an Officers' Certificate.

Section 8.17 Number of Trustees.

(a) The number of Trustees (exclusive of any Special
Administrative Trustee) shall be four (4), provided that Depositor, by written
instrument may increase or decrease the number of Administrative Trustees.

(b) If a Trustee ceases to hold office for any reason and
the number of Administrative Trustees is not reduced pursuant to Section
8.17(a), or if the number of Trustees is increased pursuant to Section 8.17(a),
a vacancy shall occur. The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10.

(c) The death, resignation, retirement, removal,
bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

Section 8.18 Delegation of Power.

(a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 2.07(a), including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and (b) the Administrative Trustees shall have power to delegate from
time to time to such of their number the doing of such things and the execution
of such instruments either in the name of the Trust or the names of the
Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

-47-
<PAGE> 48
Section 8.19 Fiduciary Duty.

(a) To the extent that, at law or in equity, an
Indemnified Person has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to any other Covered Person, an Indemnified
Person acting under this Trust Agreement shall not be liable to the Trust or to
any other Covered Person for its good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that
they restrict the duties and liabilities of an Indemnified Person otherwise
existing at law or in equity (other than the duties imposed on the Property
Trustee under the Trust Indenture Act), are agreed by the parties hereto to
replace such other duties and liabilities of such Indemnified Person;

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or
arises between an Indemnified Person and any Covered Person; or

(ii) whenever this Trust Agreement or any other
agreement contemplated herein or therein provides that an Indemnified Person
shall act in a manner that is, or provides terms that are, fair and reasonable
to the Trust or any Holder of Trust Securities,

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or

-48-
<PAGE> 49

term so made, taken or provided by the Indemnified Person shall not constitute
a breach of this Trust Agreement or any other agreement contemplated herein or
of any duty or obligation of the Indemnified Person at law or in equity or
otherwise; and

(i) in its "discretion" or under a grant of
similar authority, the Indemnified Person shall be entitled to consider such
interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the Trust or any other Person; or

(ii) in its "good faith" or under another express
standard, the Indemnified Person shall act under such express standard and
shall not be subject to any other or different standard imposed by this Trust
Agreement or by applicable law.

ARTICLE IX.

TERMINATION AND LIQUIDATION

Section 9.01 Termination upon Expiration Date. The Trust
shall automatically terminate on [__________], [2050] (the "Expiration Date")
following the distribution of the Trust Property in accordance with Section
9.04.

Section 9.02 Early Termination. Upon the first to occur of
any of the following events (such first occurrence, an "Early Termination
Event"):

(i) the occurrence of a Bankruptcy Event in
respect of, or the dissolution or liquidation of, the Depositor;

(ii) the distribution of Debentures pursuant to
section 9.05 upon the occurrence of a Special Event; and

(iii) the redemption of all of the Preferred
Securities;

the Trust shall terminate and the Trustees shall take such action as is required
by Section 9.04.

Section 9.03 Termination. The respective obligations and
responsibilities of the Trustees and the Trust shall terminate upon the latest
to occur of the following: (i) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 9.04, or
upon the redemption of all of the Trust Securities pursuant to Section 4.02, of
all amounts required to be distributed hereunder upon

-49-
<PAGE> 50

the final payment of the Trust Securities; (ii) the payment of any expenses or
other liabilities owed by the Trust; and (iii) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Trust or the
Securityholders.

Section 9.04 Liquidation. (a) If an Early Termination Event
specified in Section 9.02 occurs, the Trust shall be liquidated by the Trustees
as expeditiously as the Trustees determine to be appropriate by causing the
Property Trustee to distribute to each Securityholder a Like Amount of
Debentures, subject to Section 9.04(d). Notice of liquidation shall be given
by the Administrative Trustees by first-class mail, postage prepaid, mailed not
later than 30 nor more than 60 days prior to the Liquidation Date to each
Holder of Trust Securities at such Holder's address appearing in the Securities
Register. All notices of liquidation shall:

(i) state the Liquidation Date;

(ii) state that from and after the Liquidation
Date, the Trust Securities will no longer be deemed to be outstanding and any
Trust Securities Certificates not surrendered for exchange will be deemed to
represent a Like Amount of Debentures; and

(iii) provide such information with respect to the
mechanics by which Holders may exchange Trust Securities Certificates for
Debentures, or if Section 9.04(d) applies receive a Liquidation Distribution,
as the Administrative Trustee or the Property Trustee shall deem appropriate.

(b) Except where Section 9.04(d) applies, in order to
effect the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

(c) Except where Section 9.04(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
any Trust Securities Certificates not so surrendered for exchange will be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
provided for in the Debentures from the last Distribution Date on which a
Distribution was made on such Trust Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments or

-50-
<PAGE> 51

interest or principal will be made to Holders of Trust Securities Certificates
with respect to such Debentures) and (iv) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to
receive Debentures upon surrender of Trust Securities Certificates.

(d) In the event that, notwithstanding the other
provisions of this Section 9.04, whether because of an order for dissolution
entered by a court of competent jurisdiction or otherwise, distribution of the
Debentures in the manner provided herein is determined by the Property Trustee
not to be practical, the Trust Property shall be liquidated, and the Trust
shall be dissolved, wound-up or terminated, by the Property Trustee in such
manner as the Property Trustee determines. In such event, on the date of the
dissolution, winding-up or other termination of the Trust, Securityholders will
be entitled to receive out of the assets of the Trust available for
distribution to Securityholders, after satisfaction of liabilities to
creditors, an amount equal to the Liquidation Amount per Trust Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If, upon any such dissolution, winding
up or termination, the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be
paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the
Common Securities will be entitled to receive Liquidation Distributions upon
any such dissolution, winding-up or termination pro rata (determined as
aforesaid) with Holders of Preferred Securities, except that, if an Event of
Default has occurred and is continuing, the Preferred Securities shall have a
priority over the Common Securities.

Section 9.05 Special Event Redemption or Distribution.

If, at any time, a Special Event shall occur and be
continuing, the Trust shall, except in the limited circumstances described
below, be dissolved with the result that, after satisfaction of liabilities to
creditors of the Trust, a Like Amount of Debentures shall be distributed to the
holders of the Trust Securities in liquidation of such holders' interests in
the Trust on a pro rata basis within 90 days following the occurrence of such
Special Event; provided, however, that in the case of the occurrence of a Tax
Event, such dissolution and distribution shall be conditioned on the
Administrative Trustees' receipt of an opinion of counsel experienced in such
matters (a "No Recognition Opinion"), which opinion may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the Holders
of the Trust Securities will not recognize any gain or loss for United States
Federal income tax purposes as a result of such dissolution and distribution of
Debentures; and provided, further, that, if at the time there is available to
the Trust the opportunity to eliminate, within such 90-day period,

-51-
<PAGE> 52

the Special Event by taking some ministerial action, such as filing a form or
making an election or pursuing some other reasonable measure that will have no
adverse effect on the Trust, Ohio Edison or the Holders of the Trust
Securities, the Trust will pursue such measure in lieu of dissolution.
Furthermore, if in the case of the occurrence of a Tax Event, after receipt of
a Dissolution Tax Opinion by the Administrative Trustees (i) the Trust has
received an opinion of counsel experienced in such matters (a "Redemption Tax
Opinion") to the effect that, as a result of a Tax Event, there is more than an
insubstantial risk that Ohio Edison would be precluded from deducting the
interest on the Debentures for United States Federal income tax purposes even
if the Debentures were distributed to the holders of Trust Securities in
liquidation of such holders' interests in the Trust as described above, or (ii)
the Administrative Trustees shall have been informed by such tax counsel that
it cannot deliver a No Recognition Opinion to the Trust, Ohio Edison shall have
the right, upon not less than 30 nor more than 60 days notice, to redeem the
Debentures, in whole or in part, for cash within 90 days following the
occurrence of such Tax Event, and, following such redemption, a Like Amount of
Trust Securities shall be redeemed by the Trust at the Redemption Price on a
pro rata basis; provided, however, that, if at the time there is available to
Ohio Edison or the Trust the opportunity to eliminate, within such 90-day
period, the Tax Event by taking some ministerial action, such as filing a form
or making an election or pursuing some other similar reasonable measure which
has no adverse effect on the Trust, Ohio Edison or the holders of the Trust
Securities, Ohio Edison or the Trust will pursue such measure in lieu of
redemption.

If the Debentures are distributed to the Holders of the
Preferred Securities, whether under Section 9.04 or this Section 9.05, Ohio
Edison will use its best efforts to cause the Debentures to be listed on the
New York Stock Exchange or on such other exchange, if any, as the Preferred
Securities are then listed.

ARTICLE X.

MISCELLANEOUS PROVISIONS

Section 10.01 Guarantee by the Depositor. Subject to the
terms and conditions hereof, the Depositor irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Guarantee Beneficiaries") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Guarantee Beneficiaries. As used in this Section, "Obligations" means any
indebtedness, expenses or liabilities of the Trust, other than obligations of
the Trust to pay to holders of the Preferred Securities or other similar
interests in the Trust the amounts due such holders pursuant to the terms of
the Preferred

-52-
<PAGE> 53

Securities or such other similar interests, as the case may be. This guarantee
is intended to be for the benefit of, and to be enforceable by, all such
Guarantee Beneficiaries, whether or not such Guarantee Beneficiaries have
received notice hereof.

Section 10.02 Limitation of Rights of Securityholders. The
death or incapacity of any person having an interest, beneficial or otherwise,
in a Trust Security shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of such person or any Securityholder
for such person, to claim an accounting, take any action or bring any
proceeding in any court for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

Section 10.03 Amendment.

(a) This Trust Agreement may be amended from time to time
by the Trustees and the Depositor, without the consent of any Securityholders,
(i) to cure any ambiguity, correct or supplement any provision herein or
therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, which shall not be inconsistent with the other
provisions of this Trust Agreement or (ii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust will not be classified for United States Federal income
tax purposes as an association taxable as a corporation at any time that any
Trust Securities are outstanding; provided, however, that, except in the case
of clause (ii), such amendment or action shall not adversely affect in any
material respect the interests of any Securityholder and, in the case of clause
(i), any amendments of this Trust Agreement shall become effective when notice
thereof is given to the Securityholders.

(b) Except as provided in Section 10.03(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor with (i) the consent of Trust Securityholders representing not less
than 66 2/3% in Liquidation Amount of the Trust Securities then Outstanding and
(ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
federal income tax purposes or the Trust's exemption from status of an
"investment company" under the Investment Company Act of 1940, as amended.

(c) In addition to and notwithstanding any other
provision in this Trust Agreement, without the consent of each affected
Securityholder (such consent being obtained in accordance with Section 6.03 or
6.06 hereof), this Trust Agreement may not be amended to (i) change the amount
or timing

-53-
<PAGE> 54

of any Distribution on the Trust Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a
Securityholder to institute suit for the enforcement of any such payment on or
after such date; notwithstanding any other provision herein without the
unanimous consent of the Securityholders (such consent being obtained in
accordance with Section 6.03 or 6.06 hereof), paragraph (b) of this Section
10.03 may not be amended.

(d) Notwithstanding any other provisions of this Trust
Agreement, no Trustee shall enter into or consent to any amendment to this
Trust Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an "investment company" under the Investment Company
Act of 1940, as amended, afforded by Rule 3a-5 thereunder.

(e) Notwithstanding anything in this Trust Agreement to
the contrary, without the consent of the Depositor or the Trustees, as the case
may be, this Trust Agreement may not be amended in a manner which imposes any
additional obligation on the Depositor or the Trustees.

(f) In the event that any amendment to this Trust
Agreement is made, the Administrative Trustees shall promptly provide to the
Depositor a copy of such amendment.

Section 10.04 Separability. In case any provision in this
Trust Agreement or in the Trust Securities Certificates shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.05 GOVERNING LAW. THIS TRUST AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE
TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

Section 10.06 Successors. This Trust Agreement shall be
binding upon and shall inure to the benefit of any successor to the Trust or a
Relevant Trustee or both, including any successor by operation of law.

Section 10.07 Headings. The Article and Section headings are
for convenience only and shall not affect the construction of this Trust
Agreement.

Section 10.08 Notice and Demand. Any notice, demand or other
communication which by any provision of this Trust Agreement is required or
permitted to be given or served to or upon any Securityholder or the Depositor
may be given or served in writing by deposit thereof, postage prepaid, in the
United States mail, hand delivery or facsimile transmission, in each

-54-
<PAGE> 55

case, addressed, (i) in the case of a Preferred Securityholder, to such
Preferred Securityholder as such Securityholder's name and address may appear
on the Securities Register and (ii) in the case of the Common Securityholder or
the Depositor, to Ohio Edison Company, 76 South Main Street, Akron, Ohio,
Attention: Treasurer, facsimile no. (216) 384-3772. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

Any notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon the Trust, the Property Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (i) with respect to the Property Trustee
and the Delaware Trustee, The Bank of New York, 101 Barclay Street, Floor 21
West, New York, NY 10286, Attention: Corporate Trust Department with a copy to:
The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Department; and (ii) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of [Ohio Edison Financing
Trust c/o Treasury Department"]. Such notice, demand or other communication to
or upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

Section 10.09 Agreement not to Petition. Each of the
Trustees and the Depositor agree for the benefit of the Securityholders that,
until at least one year and one day after the Trust has been terminated in
accordance with Article IX, they shall not file, or join in the filing of, a
petition against the Trust under any bankruptcy, reorganization, arrangement,
insolvency, liquidation or other similar law (including, without limitation,
the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under
any Bankruptcy Law. In the event the Depositor takes action in violation of
this Section 10.09, the Property Trustee agrees, for the benefit of
Securityholders, that it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert. The provisions of this Section 10.09
shall survive the termination of this Trust Agreement.

-55-
<PAGE> 56

Section 10.10 Trust Indenture Act; Conflict with Trust
Indenture Act.

(a) This Trust Agreement is subject to the provisions of
the Trust Indenture Act that are required or deemed to be part of this Trust
Agreement and shall, to the extent applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which
is a Trustee for the purposes of the Trust Indenture Act.

(c) If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in
this Trust Agreement by any of the provisions of the Trust Indenture Act, such
required provision shall control.

(d) THE APPLICATION OF THE TRUST INDENTURE ACT TO THIS
TRUST AGREEMENT SHALL NOT AFFECT THE NATURE OF THE SECURITIES AS EQUITY
SECURITIES REPRESENTING UNDIVIDED BENEFICIAL INTERESTS IN THE ASSETS OF THE
TRUST. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A SECURITYHOLDER OR ANY OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST
SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND THE
AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS
AND PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
AND SUCH SECURITYHOLDER AND SUCH OTHERS.

Section 10.11 Counterparts. This Trust Agreement may contain
more than one counterpart of the signature page and this Trust Agreement may be
executed by the affixing of the signature of each of the Trustees of one of
such counterpart signature pages. All of such counterpart signature pages
shall be read as though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page.

-56-
<PAGE> 57

IN WITNESS WHEREOF, the undersigned has caused these presents
to be executed as of the day and year first above written.

OHIO EDISON COMPANY

By:_______________________________________
Name:
Title:

THE BANK OF NEW YORK,
as Property Trustee

By:_______________________________________
Name:
Title:

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By:_______________________________________
Name:
Title:

__________________________________________
R. H. Marsh, as Administrative Trustee

__________________________________________
T. F. Struck II, as Administrative Trustee

-57-
<PAGE> 58

EXHIBIT A

CERTIFICATE OF TRUST

OHIO EDISON FINANCING TRUST

THIS CERTIFICATE OF TRUST of Ohio Edison Financing Trust (the
"Trust"), dated August [__], 1995 is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.).

1. Name. The name of the business trust being formed
hereby is Ohio Edison Financing Trust.

3. Effective Date. This Certificate of Trust shall be
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

THE BANK OF NEW YORK,
not in its individual capacity but
solely as Property Trustee

By:
Name:
Title:

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but
solely as Delaware Trustee

By:
Name:
Title:

-58-
<PAGE> 59

R. H. MARSH,
not in his individual capacity but
solely as Administrative Trustee

T. F. STRUCK II,
not in his individual capacity but
solely as Administrative Trustee

-59-
<PAGE> 60

TRUST AGREEMENT, dated as of August [__], 1995, among (i) Ohio
Edison Company, an Ohio corporation (the "Depositor" or "Ohio Edison"), (ii)
The Bank of New York, a banking corporation duly organized and existing under
the laws of New York, as trustee (the "Property Trustee"), (iii) The Bank of
New York (Delaware), a banking corporation duly organized under the laws of
Delaware, as Delaware trustee (the "Delaware Trustee"), and (iv) R. H. Marsh,
an individual, and T. F. Struck II, an individual, each of whose address is c/o
Ohio Edison Company, 76 South Main Street, Akron, Ohio 44308, as trustees (each
an "Administrative Trustee" and together the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"). The Depositor and the Trustees hereby
agree as follows:

-60-
<PAGE> 61

pre-effective or post-effective amendments to such Registration Statement,
relating to the registration under the Securities Act of 1933, as amended, of
the Preferred Securities of the Trust, and (b) a Registration Statement on Form
8-A (the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on the New York Stock Exchange; (iii) to file and execute on behalf of the
Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable and (iv) to execute on
behalf of the Trust that certain Underwriting Agreement among the Trust, the
Depositor and [__________], substantially in the form included as Exhibit 1.1
of the 1933 Act Registration Statement. In the event that any filing referred
to in clauses (i)-(iii) above is required by the rules and regulations of the
Commission, the New York Stock Exchange or state securities or blue sky laws,
to be executed on behalf of the Trust by the Trustees, R. H. MARSH and T. F.
STRUCK II, in their capacities as Administrative Trustees of the Trust, are
hereby authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that The
Bank of New York and The Bank of New York (Delaware), in their capacities as
Property Trustee and Delaware Trustee of the Trust, respectively, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, the
New York Stock Exchange or state securities or blue sky laws. In connection
with all of the foregoing, the Depositor and each Trustee, solely in its
capacity as Trustee of the Trust, hereby constitutes and appoints John H.
Byington, Jr. and Michael F. Cusick, and each of them, as his, her or its, as
the case may be, true and lawful attorneys-in-fact, and agents, with full power
of substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to the
1933 Act Registration Statement and the 1934 Act Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor or such Trustee might or could do in
person, hereby ratifying and confirming all that said

-61-
<PAGE> 62

attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof.

5. This Trust Agreement may be executed in one or more
counterparts.

-62-
<PAGE> 63

IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.

OHIO EDISON COMPANY,
as Depositor

By:
Name:
Title:

THE BANK OF NEW YORK,
not in its individual capacity but
solely as Property Trustee

By:
Name:
Title:

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but
solely as Delaware Trustee

By:
Name:
Title:

R. H. MARSH,
not in his individual capacity but
solely as Administrative Trustee

T. F. STRUCK II,
not in his individual capacity but
solely as Administrative Trustee

-63-
<PAGE> 64

EXHIBIT B

Certificate Depository Agreement

_____ ___, 1995

The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099.

Attention: ____________
General Counsel's Office

Re: Ohio Edison Financing Trust ___% Trust
Preferred Capital Securities, Series A

Ladies and Gentlemen:

The purpose of this letter is to set forth certain matters
relating to the issuance and deposit with The Depository Trust Company ("DTC")
of the Ohio Edison Financing Trust ___% Trust Preferred Capital Securities,
Series A (the "Preferred Securities"), of Ohio Edison Financing Trust, a
Delaware business trust (the "Issuer"). The payment of distributions on the
Preferred Securities and payments due upon liquidation of the Issuer or
redemption of the Preferred Securities are guaranteed by Ohio Edison Company
("Ohio Edison") to the extent set forth in a Guarantee Agreement dated ________
___, 1995 by Ohio Edison and The Bank of New York, as guarantee trustee, with
respect to the Preferred Securities. Ohio Edison and the Issuer propose to
sell the Preferred Securities to certain Underwriters (the "Underwriters")
pursuant to an Underwriting Agreement dated ________ ___, 1995 by and among the
Underwriters, and Ohio Edison dated ________ ___, 1995, and the Underwriters
wish to take delivery of the Preferred Securities through DTC. The
Administrative Trustees, acting together, are acting as transfer agent and
registrar with respect to the Preferred Securities (the "Transfer Agent and
Registrar").

To induce DTC to accept the Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC
agree among each other as follows:

1. Prior to the closing of the sale of the Preferred Securities to
the Underwriters, which is expected to occur on or about ________ ___, 1995,
there shall be deposited with DTC one

-64-
<PAGE> 65

or more global certificates (individually and collectively, the "Global
Certificate") registered in the name of DTC's nominee, Cede & Co., representing
an aggregate of _________ Preferred Securities and bearing the following
legend:

"Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation, to Ohio
Edison Financing Trust or its agent for registration of transfer,
exchange, or payment, and any Preferred Security issued is registered
in the name of Cede & Co. or in such other name as is requested by an
authorized representative of The Depository Trust Company (and any
payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of The Depository Trust Company), 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."

2. The Amended and Restated Trust Agreement of Ohio Edison
Financing Trust provides for the voting by holders of the Preferred Securities
under certain limited circumstances. The Issuer shall establish a record date
for such purposes and shall, to the extent possible, give DTC notice of such
record date not less than 15 calendar days in advance of such record date.

3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation
of all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event at least 5
business days prior to the effective date of such event.

4. In the event of distribution on, or an offering or issuance of
rights with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution
or any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date. The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number

-65-
<PAGE> 66

submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 calendar days nor more
than 60 calendar days prior to the payment of any such distribution or any such
offering or issuance of rights with respect to the Preferred Securities. After
establishing the amount of payment to be made on the Preferred Securities, the
Issuer or the Transfer Agent and Registrar will notify DTC's Dividend
Department of such payment 5 business days prior to payment date. Notices to
DTC's Dividend Department by telecopy shall be sent to (212) 709-1723. Such
notices by mail or by any other means shall be sent to:

Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

The Issuer or the Transfer Agent and Registrar shall confirm DTC's
receipt of such telecopy by telephoning the Dividend Department at (212)
709-1270.

5. In the event of a redemption by the Issuer of the Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Transfer Agent and
Registrar to DTC not less than 30 calendar days prior to such event by a secure
means in the manner set forth in paragraph 4. Such redemption notice shall be
sent to DTC's Call Notification Department at (516) 227-4164 or (516) 227-4190,
and receipt of such notice shall be confirmed by telephoning (516) 227-4070.
Notice by mail or by any other means shall be sent to:

Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530-4719

6. In the event of any invitation to tender the Preferred
Securities, notice specifying the terms of the tender and the Publication Date
of such notice shall be sent by the Issuer or the Transfer Agent and Registrar
to DTC by a secure means and in a timely manner as described in paragraph 4.
Notices to DTC pursuant to this paragraph and notices of other corporate
actions (including mandatory tenders, exchanges and capital changes), shall be
sent, unless notification to another department is expressly provided for
herein, by telecopy to DTC's Reorganization Department at (212) 709-1093 or
(212) 709-1094 and receipt of such notice shall be confirmed by telephoning
(212) 709-6884, or by mail or any other means to:

-66-
<PAGE> 67

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

7. All notices and payment advises sent to DTC shall contain the
CUSIP number or numbers of the Preferred Securities and the accompanying
designation of the Preferred Securities, which, as of the date of this letter,
is "Ohio Edison Financing Trust ___% Trust Preferred Capital Securities, Series
A".

8. Distribution payments or other cash payments with respect to the
Preferred Securities evidenced by the Global certificate shall be received by
Cede & Co., as nominee of DTC, or its registered assigns in next day funds on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC). Such payments shall be
made payable to the order of Cede & Co., and shall be addressed as follows:

NDFS Redemption Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

9. DTC may by prior written notice direct the Issuer and the
Transfer Agent and Registrar to use any other telecopy number or address of DTC
as the number or address to which notices or payments may be sent.

10. In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Preferred Securities outstanding evidenced by the Global
Certificate, DTC, in its discretion: (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global Certificate; or (b)
may make an appropriate notation on the Global Certificate indicating the date
and amount of such reduction.

11. DTC may discontinue its services as a securities depositary
with respect to the Preferred Securities at any time by giving at least 90
days' prior written notice to the Issuer and the Transfer Agent and Registrar
(at which time DTC will confirm with the Issuer or the Transfer Agent and
Registrar the aggregate number of Preferred Securities deposited with it) and
discharging its responsibilities with respect thereto under applicable law.
Under such circumstances, the Issuer may determine to make alternative
arrangements for book-entry settlement for the Preferred Securities, make
available one or more separate global certificates evidencing Preferred
Securities to any Participant having Preferred Securities credited to its

-67-
<PAGE> 68

DTC account, or issue definitive Preferred Securities to the beneficial holders
thereof, and in any such case, DTC agrees to cooperate fully with the Issuer
and the Transfer Agent and Registrar and to return the Global Certificate, duly
endorsed for transfer as directed by the Issuer or the Transfer Agent and
Registrar, together with any other documents of transfer reasonably requested
by the Issuer or the Transfer Agent and Registrar.

12. In the event that the Issuer determines that beneficial owners
of Preferred Securities shall be able to obtain definitive Preferred
Securities, the Issuer or the Transfer Agent and Registrar shall notify DTC of
the availability of certificates. In such event, the Issuer or the Transfer
Agent and Registrar shall issue, transfer and exchange certificates in
appropriate amounts, as required by DTC and others, and DTC agrees to cooperate
fully with the Issuer and the Transfer Agent and Registrar and to return the
Global Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

13. This letter may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Nothing herein shall be deemed to require the Transfer Agent and
Registrar to advance funds on behalf of the Issuer.

Very truly yours,

Ohio Edison Financing Trust (As Issuer)

By: The Bank of New York,
as Property Trustee

By:
---------------------------------
Name:
Title:

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

-------------------------------------
Administrative Trustees

-68-
<PAGE> 69

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By:
------------------------
Authorized Officer

-69-
<PAGE> 70
EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number Number of Common Securities

Certificate Evidencing Common Securities

Ohio Edison Financing Trust

Common Securities (liquidation amount $25 per Common Security)

Ohio Edison Financing Trust, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Ohio
Edison Company (the "Holder") is the registered owner of _____ (_____) common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the Common Securities (liquidation amount
$25 per Common Security) (the "Common Securities"). In accordance with Section
5.10 of the Trust Agreement (as defined below) the Common Securities are not
transferable and any attempted transfer hereof shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects
be subject to the terms and provisions of, the Amended and Restated Trust
Agreement of the Trust dated as of _______ ___, 1995, among Ohio Edison
Company, an Ohio corporation, The Bank of New York, a New York banking
corporation, as trustee, The Bank of New York (Delaware), a Delaware banking
corporation, as trustee, _________________, an individual, as trustee, and
______________, an individual, as trustee (collectively, the "Administrative
Trustees of the Trust"), as the same may be amended from time to time (the
"Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

Upon receipt and acceptance of this certificate, the Holder is bound
by the Trust Agreement and is entitled to the benefits thereunder.

-70-
<PAGE> 71

IN WITNESS WHEREOF, the Administrative Trustees of the Trust has
executed this certificate this ____ day of _________, 1995.

Ohio Edison Financing Trust

By:______________________,
(as Administrative Trustee)

-71-
<PAGE> 72
EXHIBIT D

AGREEMENT AS TO EXPENSES AND LIABILITIES

AGREEMENT dated as of ________ ___, 1995, between Ohio Edison Company,
an Ohio corporation ("Ohio Edison"), and Ohio Edison Financing Trust, a
Delaware business trust (the "Trust").

WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from Ohio Edison and to issue and sell
Ohio Edison Financing Trust ___% Trust Preferred Capital Securities, Series A
(the "Preferred Securities") with such powers, preferences and special rights
and restrictions as are set forth in the Amended and Restated Trust Agreement
of the Trust dated as of ________ __, 1995 as the same may be amended from time
to time (the "Trust Agreement");

WHEREAS, Ohio Edison is the issuer of the Debentures;

NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase Ohio Edison hereby agrees shall benefit
Ohio Edison and which purchase Ohio Edison acknowledges will be made in
reliance upon the execution and delivery of this Agreement, Ohio Edison
(including in its capacity as holder of the Common Securities) and the Trust
hereby agree as follows:

ARTICLE I.

Section 1.01 Guarantee by Ohio Edison. Subject to the terms and
conditions hereof, Ohio Edison hereby irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Creditors") the full payment, when and as due,
of any and all Obligations (as hereinafter defined) to such Creditors. As used
herein, "Obligations" means any indebtedness, expenses or liabilities of the
Trust, other than obligations of the Trust to pay to holders of any Preferred
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the Preferred Securities or such other similar
interests, as the case may be. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Creditors, whether or not such
Creditors have received notice hereof.

Section 1.02 Term of Agreement. This Agreement shall terminate and be
of no further force and effect upon the date on which there are no Creditors
remaining; provided, however, that this Agreement shall continue to be
effective or shall be reinstated, as the case may be, if at any time any holder
of Preferred Securities or any Creditor must restore payment of any sums paid
under the Preferred Securities, under any Obligation,

-72-
<PAGE> 73

under the Guarantee Agreement dated the date hereof by Ohio Edison and The Bank
of New York, as guarantee trustee, or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

Section 1.03 Waiver of Notice. Ohio Edison hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and Ohio Edison hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

Section 1.04 No Impairment. The obligations, covenants, agreements
and duties of Ohio Edison under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

(a) the extension of time for the payment by the Trust of all or
any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

(b) any failure, omission, delay or lack of diligence on the part
of the Creditors to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Creditors with respect to the Obligations or any action
on the part of the Trust granting indulgence or extension of any kind; or

(c) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt or, or other similar proceedings affecting, the Trust or any of the
assets of the Trust.

There shall be no obligation of the Creditors to give notice to, or
obtain the consent of, Ohio Edison with respect to the happening of any of the
foregoing.

Section 1.05 Enforcement. A Creditor may enforce this Agreement
directly against Ohio Edison, and Ohio Edison waives any right or remedy to
require that any action be brought against the Trust or any other person or
entity before proceeding against Ohio Edison.

ARTICLE II.

Section 2.01 Binding Effect. All guarantees and agreements contained
in this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of Ohio Edison and shall inure to the benefit of the Creditors.

-73-
<PAGE> 74

Section 2.02 Amendment. So long as there remains any Creditor or any
Preferred Securities of any series are outstanding, this Agreement shall not be
modified or amended in any manner adverse to such Creditor or to the holders of
the Preferred Securities but, in any event, without the prior written consent
of the Property Trust (as defined in the Trust Agreement).

Section 2.03 Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same against receipt therefor by facsimile transmission
(confirmed by mail), telex or by registered or certified mail, addressed as
follows (and if so given, shall be deemed given when mailed or upon receipt of
an answer-back, if sent by telex), to wit:

Ohio Edison Financing Trust
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Facsimile No.: (212) 815-5915
Attention: Corporate Trust Department

(with a copy to:
The Bank of New York (Delaware)
White Clay Center, Route 273
Newark, Delaware 19711
Facsimile No.: ___________.
Attention: Corporate Trust Department.)

Ohio Edison Company
76 South Main Street
Akron, Ohio
Attention: Treasurer
Facsimile No.: (216) 384-3772.

Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

-74-
<PAGE> 75

THIS AGREEMENT is executed as of the day and year first above written.

OHIO EDISON COMPANY

By:______________________
Name:
Title:

OHIO EDISON FINANCING TRUST

By:_______________________

__________________________

__________________________
(as Administrative Trustees)

-75-
<PAGE> 76

EXHIBIT E

[IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT -]
This Preferred Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository.
This Preferred Security is exchangeable for Preferred Securities registered in
the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Trust Agreement and no transfer of this
Preferred Security (other than a transfer of this Preferred Security as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company, a New York corporation, to Ohio
Edison Financing Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of The Depository
Trust Company), 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.

Certificate Number Number of Preferred Securities
P- CUSIP NO.

Certificate Evidencing Preferred Securities

Ohio Edison Financing Trust

___% Trust Preferred Capital Securities, Series A (liquidation amount
$25 per Preferred Security)

Ohio Edison Financing Trust, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
____________ (the "Holder") is the registered owner of _____ (_____) preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the Ohio Edison Financing Trust ___% Trust
Preferred Capital Securities, Series A (liquidation amount $25 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon

-76-
<PAGE> 77

surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.04 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of _______ ___, 1995, among Ohio Edison
Company, an Ohio corporation, The Bank of New York, a New York banking
corporation, as trustee, The Bank of New York (Delaware), a Delaware banking
corporation, as trustee, _________________, an individual, as trustee, and
______________, an individual, as trustee (collectively, the "Administrative
Trustees of the Trust"), as the same may be amended from time to time (the
"Trust Agreement") including the designation of the terms of Preferred
Securities as set forth therein. The holder of this certificate is entitled to
the benefits of the Guarantee Agreement entered into by Ohio Edison Company, an
Ohio corporation, and The Bank of New York, as guarantee trustee, dated as of
_______ ___, 1995 (the "Guarantee") to the extent provided therein. The Trust
will furnish a copy of the Trust Agreement and the Guarantee to the holder of
this certificate without charge upon written request to the Trust at its
principal place of business or registered office.

Upon receipt of this certificate, the holder of this certificate is
bound by the Trust Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, the Trustee of the Trust has executed this
certificate this ____ day of _________, 1995.

Ohio Edison Financing Trust

By: _______________________

___________________________

___________________________
(as Administrative Trustees)

-77-
<PAGE> 78

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security to:

_______________________________________________________________

_______________________________________________________________
(Insert assignee's social security or tax identification number)

_______________________________________________________________

_______________________________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints

_______________________________________________________________

_______________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:__________________

Signature:________________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)

-78-

<PAGE> 1

EXHIBIT 4.4

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

OHIO EDISON COMPANY

THE BANK OF NEW YORK

TRUSTEE

INDENTURE

DATED AS OF __________, 1995

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

$[__________]

____% JUNIOR SUBORDINATED DEBENTURES, SERIES A,

DUE [2025]

-------------------------------------------------------------------------------
<PAGE> 2

Certain Sections of this Indenture relating to
Section 310 through 318 of the
Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
--------------- ---------
<S> <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08, 6.10
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
7.02(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.04
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01, 10.04
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
5.02
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.04(c)
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.03
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
</TABLE>

________________
Note: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02 Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.03 Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.04 Acts of Holders; Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1.05 Notices, Etc., to Trustee and the Company . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.06 Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1.07 Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.08 Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.09 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.10 Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.11 Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.12 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1.13 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE II.

SECURITY FORMS

Section 2.01 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.02 Form of Face of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.03 Form of Reverse of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.04 Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . 19

ARTICLE III.

THE SECURITIES

Section 3.01 Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.02 Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 3.03 Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . 21
Section 3.04 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.05 Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

-i-
<PAGE> 4

<TABLE>
<S> <C> <C>
Section 3.07 Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . 24
Section 3.08 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.09 Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.10 Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.11 Right of Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.12 CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.13 Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE IV.

SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 4.02. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE V.

REMEDIES

Section 5.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.02 Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . 30
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . 32
Section 5.04 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 5.05 Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . 33
Section 5.06 Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.07 Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 5.08 Unconditional Right of Holders to Receive Principal and Interest . . . . . . . . . . . . 34
Section 5.09 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.10 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.11 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.12 Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.13 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 5.14 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 5.15 Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VI.

THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.02 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.03 Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.04 Not Responsible For Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . 39
</TABLE>

-ii-
<PAGE> 5

<TABLE>
<S> <C> <C>
Section 6.05 May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 6.06 Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 6.07 Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 6.08 Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 6.09 Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 6.10 Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . 41
Section 6.11 Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.12 Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . 43
Section 6.13 Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . 43

ARTICLE VII.

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01 Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . 43
Section 7.02 Preservation of Information; Communications to Holders . . . . . . . . . . . . . . . . . 44
Section 7.03 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 7.04 Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE VIII.

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 Company May Consolidate, Etc., Only on Certain Terms . . . . . . . . . . . . . . . . . . 45
Section 8.02 Successor Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE IX.

SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . 46
Section 9.02 Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . 47
Section 9.03 Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.04 Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.05 Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.06 Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . 49
</TABLE>

-iii-
<PAGE> 6

<TABLE>
<S> <C> <C>
ARTICLE X.

COVENANTS; REPRESENTATIONS AND WARRANTIES

Section 10.01 Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 10.02 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 10.03 Money for Security Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . 50
Section 10.04 Statement by Officers as to Default . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.05 Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE XI.

SUBORDINATION OF SECURITIES

Section 11.01 Securities Subordinate to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . 52
Section 11.02 Default on Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 11.03 Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.04 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 11.05 Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 11.06 Notice by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 11.07 Rights of the Trustee; Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . 56
Section 11.08 Subordination May Not be Impaired . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE XII.

REDEMPTION OF SECURITIES

Section 12.01 Optional Redemption; Conditions to Optional Redemption . . . . . . . . . . . . . . . . . 57
Section 12.02 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 12.03 Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 12.04 Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . 59
Section 12.05 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 12.06 Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 12.07 Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 12.08 Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
</TABLE>

ANNEX A FORM OF AMENDED AND RESTATED TRUST AGREEMENT

-iv-
<PAGE> 7

INDENTURE, dated as of [__________], 1995, between Ohio Edison
Company, a corporation duly organized and existing under the laws of the State
of Ohio (herein called the "Company"), having its principal office at
[__________], Ohio and The Bank of New York, a New York banking corporation, as
Trustee (herein called the "Trustee"). Unless otherwise defined herein, all
capitalized items used herein shall have the meanings ascribed to them in the
Amended and Restated Trust Agreement among the Company, The Bank of New York,
as trustee, The Bank of New York (Delaware), as trustee, R.H. Marsh, an
individual, as trustee, T.F. Struck II, an individual, as trustee, and the
several Holders, as therein defined, dated as of [__________], 1995 (the "Trust
Agreement"), as in effect on the date hereof, the form of which is attached as
Annex A hereto.

RECITALS OF THE COMPANY

WHEREAS, Ohio Edison Financing Trust may pursuant to the
Underwriting Agreement dated [__________], 1995 among the Company, Ohio Edison
Financing Trust and the Underwriters named therein issue up to $[__________]
aggregate liquidation preference of its [____]% Trust Preferred Capital
Securities, Series A, with a liquidation preference of $25 per Preferred
Security representing undivided beneficial interests in the assets of Ohio
Edison Financing Trust (the "Preferred Securities");

WHEREAS, the Company is guaranteeing the payment of
distributions on the Preferred Securities, and payment of the Redemption Price
and payments on liquidation with respect to the Preferred Securities, to the
extent provided in the Guarantee Agreement dated [__________], 1995, by the
Company and The Bank of New York, as guarantee trustee (the "Parent Guarantee")
for the benefit of the holders of the Preferred Securities;

WHEREAS, the Company wishes to sell to Ohio Edison Financing
Trust, and Ohio Edison Financing Trust wishes to purchase from the Company,
Securities (as defined below) in an aggregate principal amount equal to
$[__________], and in satisfaction of the purchase price for such Securities,
the trustees of Ohio Edison Financing Trust, on behalf of Ohio Edison Financing
Trust, wish to (i) execute and deliver to the Company Common Securities
certificates evidencing an ownership interest in Ohio Edison Financing Trust,
registered in the name of the Company, in an aggregate amount of [__________]
Common Securities having an aggregate liquidation amount of $[__________], and
(ii) deliver to the Company the sum of $[__________].

<PAGE> 8

WHEREAS, the Company has duly authorized the creation of an
issue of its [____]% Junior Subordinated Debentures, Series A, Due [2025] (the
"Securities"), of substantially the tenor and amount hereinafter set forth and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture; and

WHEREAS, all things necessary to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
Indenture a valid agreement of the Company, in accordance with their and its
terms, have been done;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.01 Definitions.

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles; and

(4) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.

"Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

"Additional Interest" means if Ohio Edison Financing Trust is
required to pay any taxes, duties, assessments or

-2-

<PAGE> 9

governmental charges of whatever nature (other than withholding taxes) imposed
by the United States or any other taxing authority, such amounts as shall be
required so that the net amounts received and retained by Ohio Edison Financing
Trust after paying such taxes, duties, assessments or governmental charges
shall not be less than the amounts Ohio Edison Financing Trust would have
received had no such taxes, duties, assessments or governmental charges been
imposed.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

"Common Securities" means the undivided beneficial interest in
the assets of the Ohio Edison Financing Trust, having a liquidation amount of
$25 per Common Security and having the rights provided therefor in the Trust
Agreement.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of

-3-
<PAGE> 10

this Indenture, and thereafter "Company" shall mean such successor Person.

"Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

"Corporate Trust Office" means the principal corporate trust
office of the Trustee in New York, New York, at which at any particular time
its corporate trust business shall be administered and which at the date of
this Indenture is 101 Barclay Street, Floor 21 West, New York, New York 10286.

"Defaulted Interest" has the meaning specified in Section 3.07.

"Event of Default" has the meaning specified in Section 5.01.

"Extended Maturity" means, if the Company elects to extend the
Stated Maturity in accordance with Section 3.13, the date selected by the
Company which is after the Stated Maturity but before _________, 2044.

"Extension Period" has the meaning specified in Section 3.01.

"Holder" means a Person in whose name a Security is registered
in the Security Register.

"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

"Interest Payment Date", when used with respect to any
installment of interest on a Security, means the date specified in such
Security as the fixed date on which an installment of interest with respect to
the Securities is due and payable.

"Maturity", when used with respect to any Security, means
the date on which the principal of such Security becomes due and payable as
therein or herein provided, whether at the Stated Maturity, Extended Maturity
(if any) or by declaration of acceleration, call for redemption or otherwise.

-4-
<PAGE> 11

"No Recognition Opinion" means an Opinion of Counsel
experienced in such matters, which Opinion of Counsel may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the holders
of the Preferred Securities and Common Securities will not recognize any gain
or loss for United States Federal income tax purposes as a result of a
dissolution and distribution of Securities pursuant to a Special Event (as
defined in the Trust Agreement) under Section 9.05 of the Trust Agreement.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, or the Comptroller and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant
to Section 10.04 shall be the principal executive, financial or accounting
officer of the Company. Except for any Officers' Certificate furnished solely
for purposes of complying with the provisions of Section 314(a)(4) of the Trust
Indenture Act, any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Agreement shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;

(c) a statement that, in each such officer's opinion, such
officer has made such examination or investigation as is necessary to
enable such officer to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee.

"Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except: (i) Securities theretofore canceled by
the Trustee or delivered to the Trustee for cancellation; (ii) Securities for
whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying

-5-
<PAGE> 12

Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; and (iii)
Securities which have been paid pursuant to Section 3.06, or in exchange for or
in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company.

"Parent Guarantee" has the meaning specified in the Recitals
to this instrument.

"Paying Agent" means any Person authorized by the Company to
pay the principal of or interest on any Securities on behalf of the Company.

"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Predecessor Security" of any particular Security means every
previous security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Preferred Securities" has the meaning specified in the
Recitals to this Indenture.

"Redemption Date", when used with respect to any security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest
Payment Date means the Business Day next preceding such Interest Payment Date;
provided, however, that in the event that the Securities are distributed to
holders of Preferred Securities pursuant to a liquidation of the Trust in
accordance with Section 9.04 of the Trust Agreement and that at any time
thereafter the Securities no longer remain in book-entry-only form, the Regular
Record Date shall be the date (whether or not a Business Day) 15 days prior to
the relevant Interest Payment Date.

-6-
<PAGE> 13

"Redemption Tax Opinion" means an Opinion of Counsel
experienced in such matters to the effect that, as a result of a Tax Event,
there is more than an insubstantial risk that the Company would be precluded
from deducting the interest on the Securities for United States Federal income
tax purposes even if the Securities were distributed to the holders of the
Preferred Securities and Common Securities in liquidation of such holders'
interests in Ohio Edison Financing Trust as described in Section 9.05 of the
Trust Agreement.

"Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

"Securities" has the meaning specified in the Recitals to this
instrument.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05.

"Senior Indebtedness" means the principal of, premium, if any,
interest on and any other payment due pursuant to any of the following, whether
outstanding at the date hereof or hereafter incurred, created or assumed: (i)
all indebtedness of the Company on a consolidated basis (other than any
obligations to trade creditors) evidenced by notes, debentures, bonds, other
securities or other instruments issued by the Company for money borrowed and
capitalized lease obligations; (ii) all indebtedness of others of the kinds
described in the preceding clause (i) assumed or guaranteed in any manner by
the Company or in effect guaranteed by the Company; and (iii) all renewals,
extensions or refundings of indebtedness of the kinds described in either of
the preceding clauses (i) or (ii), unless, in the case of any particular
indebtedness, renewal, extension or refunding, the instrument creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or refunding is not
superior in right of payment to or is pari passu with the Securities.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

-7-
<PAGE> 14

"Stated Maturity", when used with respect to any Security or
any installment of interest thereon, means the date specified in such Security
as the fixed date on which the principal, together with any accrued and unpaid
interest (including Additional Interest), of such Security or such installment
of interest is due and payable.

"Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

"Tax Event" means the receipt by Ohio Edison Financing Trust
of an Opinion of Counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws or treaties (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, (b)
any amendment to or change in an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of
any judicial decision or regulatory determination on or after the date of the
issuance of the Preferred Securities), (c) any interpretation or pronouncement
of any such body, court, agency or authority that provides for a position with
respect to such laws or regulations that differs from the theretofore generally
accepted position, or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is enacted, promulgated or
effective, or which interpretation or pronouncement is issued or announced, or
which action is taken, in each case on or after the date of the issuance of the
Preferred Securities, there is more than an insubstantial risk that (i) Ohio
Edison Financing Trust is, or will be, subject to United States Federal income
tax with respect to income accrued or received on the Subordinated Debentures,
(ii) interest payable on the Subordinated Debentures is not, or will not be,
fully deductible by the Company for United States Federal income tax purposes
or (iii) Ohio Edison Financing Trust is, or will be, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

"Trust Agreement" has the meaning specified in the first
paragraph of this Indenture.

"Trustee" means the person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

-8-
<PAGE> 15

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

Section 1.02 Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in
the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirement set
forth in this Indenture.

Section 1.03 Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates,

-9-
<PAGE> 16

statements, opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

Section 1.04 Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted to be given or taken by Holders. If not
set by the Company prior to the first solicitation of a Holder made by any
Person in respect of any such action, or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 7.01) prior to such first solicitation or vote, as
the case may be. With regard to any record date, only the Holders on such date
(or their duly designated proxies) shall be entitled to give or take, or vote
on, the relevant action.

(d) The ownership of Securities shall be proved by the
Security Register.

-10-
<PAGE> 17

(e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

Section 1.05 Notices, Etc., to Trustee and the Company.

Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Administration, or

(2) the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee
by the Company.

Section 1.06 Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

-11-
<PAGE> 18

In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

Section 1.07 Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.

Section 1.08 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

Section 1.09 Successors and Assigns.

All covenants and agreements in this Indenture by the Company
shall bind its respective successors and assigns, whether so expressed or not.

Section 1.10 Separability Clause.

In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 1.11 Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Indebtedness, the holders of
Preferred Securities (to the extent provided herein) and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

Section 1.12 GOVERNING LAW.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

-12-
<PAGE> 19

Section 1.13 Legal Holidays.

In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal of the Securities need not be made on such
date, but may be made on the next succeeding Business Day (except that, if such
Business Day is in the next succeeding calendar year, such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be, shall be the
immediately preceding Business Day) with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

ARTICLE II.

SECURITY FORMS

Section 2.01 Forms Generally.

The Securities and the Trustee's certificates of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.

The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these or other methods, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Section 2.02 Form of Face of Security.

OHIO EDISON COMPANY

[____]% JUNIOR SUBORDINATED DEBENTURE, SERIES A,
DUE [2025]

[S] [C]
No.________________ $___________
CUSIP No. ___________

OHIO EDISON COMPANY, a corporation duly organized and existing
under the laws of the State of Ohio (herein called "the

-13-
<PAGE> 20

Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
[__________], or registered assigns, the principal sum of [__________] DOLLARS
($[__________]) on [__________] [2025] (or on such later date before _______,
2044, if the Company elects to extend the maturity date pursuant to the
Indenture) and to pay interest on said principal sum from [__________], 1995 or
from the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for, quarterly
(subject to deferral as set forth herein), in arrears, on March 31, June 30,
September 30 and December 31 of each year, commencing [__________], 1995, at
the rate of [____]% per annum plus Additional Interest, if any, until the
principal hereof shall have become due and payable, and on any overdue
principal and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any interest installment in
arrears for more than one quarter and on any interest on such overdue interest
at the same rate per annum. The amount of interest payable for any period will
be computed on the basis of twelve 30-day months and a 360-day year. In the
event that any date on which interest is payable on this Security is not a
Business Day, then a payment of the 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 any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable. A "Business Day"
means a day other than (x) a Saturday or a Sunday, (y) a day on which banks in
The City of New York are authorized or obligated by law or executive order to
remain closed or (z) a day on which the principal corporate trust office of the
Property Trustee under the Trust Agreement or the Trustee, is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Security (or one or more Predecessor
Securities, as defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the
close of business on the Business Day next preceding such Interest Payment
Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER
REPRESENTED BY A GLOBAL NOTE -- which shall be the date (whether or not a
Business Day) 15 days prior to the relevant Interest Payment Date.] Any such
interest installment not so punctually paid or duly provided for shall
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 not less than
10 days

-14-
<PAGE> 21

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 may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.

The Company shall have the right at any time during the term
of this Security, from time to time, to extend the interest payment period of
such Security for up to 20 consecutive quarters (an "Extension Period"), during
which Extension Period interest will accrue but not be paid. Interest will
accrue quarterly on accrued but unpaid interest during any Extension Period.
At the end of such Extension Period, the Company shall pay all interest then
accrued and unpaid (including interest accrued on unpaid interest as described
above at the rate specified for the Securities to the extent that payment of
such interest is permitted by applicable law). During any such Extension
Period, the Company shall not (a) declare or pay dividends on, or make a
distribution with respect to, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of its capital stock, or (b) make any
payment of interest, principal or premium, if any on or repay, repurchase or
redeem any debt securities issued by the Company that rank pari passu with or
junior to the Securities, or (c) make any guarantee payment with respect to the
foregoing (other than payments under the Parent Guarantee); provided, however,
that restriction (a) above does not apply to any stock dividends paid by the
Company where the dividend stock is the same as that on which the dividend is
paid. Prior to the termination of any such Extension Period, the Company may
further extend the interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof shall not exceed
20 consecutive quarters or extend beyond the Maturity of this Security. Upon
the termination of any such Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then due, the Company
may select a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holder of this Security and the Trustee
notice of its selection of an Extension Period at least one Business Day prior
to the earlier of (i) the Interest Payment Date or (ii) the date Ohio Edison
Financing Trust is required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of the Preferred
Securities of the record date or the date such distributions are payable, but
in any event not less than one Business Day prior to such record date.

Payment of the principal of 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, 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 payment of interest
may be made (i) by check mailed to the address of the

-15-
<PAGE> 22

Person entitled thereto as such address shall appear in the Security Register
or (ii) by wire transfer in immediately available funds at such place and to
such account as may be designated by the Person entitled thereto as specified
in the Security Register.

The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder
of this Security, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided, and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes. Each Holder hereof, by his acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

Reference is hereby made to the further provisions of the
Indenture summarized 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, Ohio Edison Company has caused this
instrument to be duly executed under its corporate seal.

Dated: __________, ____

OHIO EDISON COMPANY

By:______________________________
Name:
Title:

Attest:

___________________________

-16-
<PAGE> 23

Section 2.03 Form of Reverse of Security.

This Security is one of a duly authorized issue of Securities
of the Company, designated as its [____]% Junior Subordinated Debentures,
Series A, Due [2025] (herein called the "Securities"), limited in aggregate
principal amount to $[__________], issued under an Indenture, dated as of
[__________], 1995 (herein called the "Indenture"), between the Company and The
Bank of New York, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.

All terms used in this Security which are defined in the
Indenture or in the Trust Agreement attached as Annex A thereto shall have the
meanings assigned to them in the Indenture or the Trust Agreement, as the case
may be.

On or after [__________], [2000] the Company shall have the
right, subject to the terms and conditions of Article Twelve of the Indenture,
to redeem this Security at the option of the Company, without premium or
penalty, in whole at any time or in part from time to time, at a Redemption
Price equal to 100% of the principal amount to be redeemed together with any
accrued but unpaid interest, including Additional Interest, if any, to the
Redemption Date. If a Tax Event as defined in Article One of the Indenture
shall occur and be continuing, the Company shall have the right, subject to the
terms and conditions of Article Twelve of the Indenture, to redeem this
Security at the option of the Company, without premium or penalty, in whole but
not in part, at a Redemption Price equal to 100% of the principal amount
thereof plus accrued but unpaid interest, including any Additional Interest, if
any, to the Redemption Date fixed by the Company, which Redemption Date shall
be within 90 days following the occurrence of such Tax Event. Any redemption
pursuant to this paragraph will be made upon not less than 30 nor more than 60
days' notice, at the Redemption Price. If the Securities are only partially
redeemed by the Company, the Securities will be redeemed pro rata, by lot or in
such other manner as the Trustee shall deem appropriate and fair in its
discretion and that may provide for the selection of a portion or portions
(equal to twenty-five U.S. dollars ($25) or any integral multiple thereof) of
the principal amount of any Security.

In the event of redemption of this Security in part only, a
new Security or Securities for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

-17-
<PAGE> 24

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

The Indenture contains provisions for satisfaction and
discharge at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.

The Indenture contains provisions permitting the Company and
the Trustee, with the consent of Holders on not less than a majority in
principal amount of the Outstanding Securities, to modify the Indenture in a
manner affecting the rights of the Holders of the Securities; provided that no
such modification may, without the consent of the Holder of each Outstanding
Security, (i) extend the maturity of the Securities, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon subject to the Company's right hereunder to extend the interest payment
period of this Security for up to 20 consecutive quarters, or reduce any
premium payable upon the redemption thereof, or (ii) reduce the percentage of
principal amount of the Securities, the Holders of which are required to
consent to any such modification of the Indenture. The Indenture also contains
provisions permitting Holders of specified percentages in principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all
Securities, 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.

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
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in The City of New York
maintained for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated

-18-
<PAGE> 25

transferee or transferees. 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.

Prior to due presentment of this Security for registration of
transfer, 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 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.

The Securities are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

Section 2.04 Form of Trustee's Certificate of
Authentication.

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

______________________________,
as Trustee

By: __________________________
Authorized Signatory

ARTICLE III.

THE SECURITIES

Section 3.01 Title and Terms.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to the sum of (a)
$[__________] [and (b) such aggregate principal amount (which may not exceed
$[__________] aggregate principal amount) of Securities as shall be purchased
by the "Underwriters" on the "Option Closing Date" (both as defined in the
Underwriting Agreement) pursuant to and in accordance with the terms and
provisions of the Underwriting Agreement, dated

-19-
<PAGE> 26

[__________], 1995, between the Company and [__________],] except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05,
3.06, 9.06 or 12.08.

The Securities shall be known and designated as the "[____]%
Junior Subordinated Debentures, Series A, Due [2025]" of the Company. Their
Stated Maturity shall be [__________], [2025] (or such later date before
__________, 2044, as the Company may elect pursuant to the provisions of
Section 3.13(b) hereof and they shall bear interest at the rate of [____]% per
annum, from [__________], 1995 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, as the case may be, payable
quarterly (subject to deferral as set forth herein), in arrears, on March 31,
June 30, September 30 and December 31 of each year, commencing [__________],
1995 until the principal thereof is paid or made available for payment.
Interest will accrue quarterly at the rate of [____]% per annum on any interest
installment in arrears for more than one quarter and on any interest on such
overdue interest. In the event that any date on which interest is payable on
the Securities is not a Business Day, then a payment of the interest payable on
such date will be made on the next succeeding day which is a Business Day
(except that, if such Business Day is in the next succeeding calendar year,
such Interest Payment Date shall be the immediately preceding Business Day)
(and without any interest or other payment in respect of any such delay).

The Company shall have the right, at any time during the term
of the Securities, from time to time to extend the interest payment period for
up to 20 consecutive quarters (the "Extension Period") during which Extension
Periods interest will accrue but not be paid. Interest will accrue quarterly
on accrued but unpaid interest during any Extension Period. At the end of such
Extension Period the Company shall pay all interest then accrued and unpaid
thereon (including interest accrued on unpaid interest as described above at
the rate specified for the Securities to the extent permitted by applicable
law). During any such Extension Period, the Company shall not (a) declare or
pay dividends on, or make a distribution with respect to, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of its capital
stock, or (b) make any payment of interest, principal or premium, if any on or
repay, repurchase or redeem any debt securities issued by the Company that rank
pari passu with or junior to the Securities, or (c) make any guarantee payment
with respect to the foregoing (other than payments under the Parent Guarantee);
provided, however, that restriction (a) above does not apply to any stock
dividends paid by the Company where the dividend stock is the same as that on
which the dividend is paid. Prior to the termination of any such Extension
Period, the Company may further extend the interest payment period, provided
that such Extension Period together with all

-20-
<PAGE> 27

such previous and further extensions thereof shall not exceed 20 consecutive
quarters or extend beyond the Maturity of the Securities. Upon termination of
any Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due, the Company may select a new Extension
Period, subject to the above requirements. No interest shall be due and
payable during an Extension Period, except at the end thereof. The Company
shall give Ohio Edison Financing Trust and the Trustee notice of its selection
of such Extension Period at least one Business Day prior to the earlier of (i)
the Interest Payment Date or (ii) the date Ohio Edison Financing Trust is
required to give notice to the New York Stock Exchange or other applicable
self- regulatory organization or to holders of the Preferred Securities of the
record date or the date such distributions are payable, but in any event not
less than one Business Day prior to such record date.

The principal of and interest on the Securities shall be
payable at the office or agency of the Company in The City of New York
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose 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 payment of
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire
transfer in immediately available funds at such place and to such account as
may be designated by the Person entitled thereto as specified in the Security
Register.

The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article Eleven.

The Securities shall be redeemable as provided in Article
Twelve.

Section 3.02 Denominations.

The Securities shall be issuable only in registered form,
without coupons, and only in denominations of $25 and any integral multiple
thereof.

Section 3.03 Execution, Authentication, Delivery and
Dating.

The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced thereon attested by
its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Securities may be manual or facsimile.

-21-
<PAGE> 28

Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of then have ceased
to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

At any time from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

Section 3.04 Temporary Securities.

Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.

If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 10.02, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

-22-
<PAGE> 29

Section 3.05 Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 10.02 being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at
an office or agency of the Company designated pursuant to Section 10.02 for
such purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate
principal amount.

At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04 or 9.06 not involving
any transfer.

The Company shall not be required (i) to issue, to register
the transfer of or to exchange Securities during a period of 15 days
immediately preceding the date on which notice

-23-
<PAGE> 30

identifying the serial numbers of the Securities called for redemption is
mailed, or (ii) to issue, to register the transfer of or to exchange any
Security selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

Section 3.06 Mutilated, Destroyed, Lost and Stolen
Securities.

If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

-24-
<PAGE> 31

Section 3.07 Payment of Interest; Interest Rights
Preserved.

Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder at his address as it appears in the Security Register, not
less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to
the following Clause (2).

-25-
<PAGE> 32

(2) The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and, if so
listed, upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed
payment pursuant to this Clause, such manner of payment shall be
deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue (including in each such case
Additional Interest), which were carried by such other Security.

Section 3.08 Persons Deemed Owners.

Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name such Security is registered as the owner
of such Security for the purpose of receiving payment of principal of and
(subject to Section 3.07) interest (including Additional Interest) on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Section 3.09 Cancellation.

All Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of as directed by a Company
Order; provided, however, that the Trustee shall not be required to destroy the
certificate or certificates representing any of such canceled Securities.

Section 3.10 Computation of Interest.

Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

Section 3.11 Right of Set-Off.

-26-
<PAGE> 33

Notwithstanding anything to the contrary in this Indenture,
the Company shall have the right to set-off any payment it is otherwise
required to make hereunder to the extent the Company has theretofore made, or
is concurrently on the date of such payment making, a payment under the Parent
Guarantee.

Section 3.12 CUSIP Numbers.

The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers
in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

Section 3.13 Maturity.

(a) The Maturity will be either:

(i) the Stated Maturity set forth in Section 3.01
above; or

(ii) if the Company elects to extend the Maturity
beyond the Stated Maturity in accordance with Section 3.13(b),
the Extended Maturity;

(b) the Company may, at any time before the day which is 90
days before the Stated Maturity, elect to extend the Maturity once only to the
Extended Maturity, provided that the following conditions in this Section
3.13(b) are satisfied both at the date the Company gives notice in accordance
with Section 3.13(c) of its election to extend the Maturity and at the Stated
Maturity:

(i) the Company is not in bankruptcy or otherwise
insolvent;

(ii) the Company is not in default on any Securities
issued to Ohio Edison Financing Trust or any trustee of Ohio Edison
Financing Trust in connection with the issuance of Preferred
Securities;

(iii) the Company has made timely payments on the
Securities for the immediately preceding six quarters without
deferrals;

(iv) Ohio Edison Financing Trust is not in arrears
on payments of distributions on the Preferred Securities issued by it;
and

-27-
<PAGE> 34

(v) the Securities are rated in any of the three
highest rating categories or the equivalent by any one of Standard &
Poor's Corporation, Moody's Investors Service, Inc., Fitch Investor
Services, Duff & Phelps Credit Rating Company or any other nationally
recognized statistical rating organization; and

(c) if the Company elects to extend the Stated Maturity in
accordance with Section 3.13(b), the Company shall give notice to Holders of
the Securities, the Property Trustee, Ohio Edison Financing Trust and the
Trustee of the extension of the Maturity and the Extended Maturity at least 90
days before the Stated Maturity. In addition, the Company shall provide the
Trustee with an Officers' Certificate and such documentation, if any, as the
Trustee may reasonably request establishing that the conditions precedent
contained in Section 3.13(b) have been complied with.

ARTICLE IV.

SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.06 and (ii) Securities for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 10.03) have been delivered to the Trustee
for cancellation; or

(B) all such Securities not theretofore delivered
to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) are to be called for redemption
within one year under arrangements satisfactory to the

-28-
<PAGE> 35

Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of
the Company

and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal and interest (including Additional Interest) to the
date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; or

(2) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of Clause
(1) of this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive.

Section 4.02. Application of Trust Money.

Subject to the provisions of the last paragraph of Section
10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with the Trustee. The
Trustee shall not invest money deposited with it pending distribution of such
amounts.

ARTICLE V.

REMEDIES

Section 5.01 Events of Default.

"Event of Default," wherever used herein, means any one of the
following events that has occurred and is continuing (whatever the reason for
such Event of Default and whether it

-29-
<PAGE> 36

shall be occasioned by the provisions of Article XI or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(1) failure for 10 days to pay any interest on the
Securities, including any Additional Interest in respect thereof, when
due (subject to the deferral of any due date in the case of an
Extension Period); or

(2) failure to pay any principal on the Securities when
due whether at Maturity, upon redemption, by declaration or otherwise;
or

(3) failure to observe or perform in any material respect
any other covenant herein for 90 days after written notice to the
Company from the Trustee or the holders of at least 25% in principal
amount of the outstanding Securities; or

(4) entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or state
bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company
under any applicable Federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of substantially all of the property of the
Company, or ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of 90
consecutive days; or

(5) the commencement by the Company of a voluntary case
or proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by the Company or to the entry of a decree or order for relief
in respect of itself in an involuntary case or proceeding under any
applicable Federal or state bankruptcy, insolvency, reorganization or
other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company, or the filing by
the Company of a petition or answer or consent seeking reorganization
or relief under any applicable Federal or state law, or the consent by
the Company to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar

-30-
<PAGE> 37

official of the Company or of any substantial part of the property of
the Company, or the making by the Company of an assignment for the
benefit of creditors, or the admission by the Company in writing of
its inability to pay its debts generally, as they become due, or the
taking of corporate action by the Company in furtherance of any such
action.

Section 5.02 Acceleration of Maturity; Rescission and
Annulment.

If an Event of Default described in clause (1), (2), (3) or
(5) of Section 5.01 occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have the right, by a notice in writing to the
Company (and to the Trustee if given by Holders), to declare the principal of
and the interest on all the Securities (including any Additional Interest) and
any other amounts payable hereunder to be due and payable immediately, and upon
any such declaration such principal and all accrued interest shall become
immediately due and payable; provided, however, that if upon the occurrence and
continuation of an Event of Default described in clause (1), (2), (3) or (5) of
Section 5.01, the Trustee or the Holders of at least 25% in aggregate principal
amount of the outstanding Securities fail to declare the payment of all amounts
on the Securities to be immediately due and payable, the holders of at least
25% in aggregate liquidation preference of Preferred Securities then
outstanding shall have such right, by a notice in writing to the Company and to
the Trustee, to enforce any and all other rights of Holders of Securities as
creditors with respect to the Securities. If an Event of Default described in
Section 5.01(4) occurs and is continuing, then and in every such case the
principal of and the interest on all the Securities (including any Additional
Interest) and any other amounts payable hereunder shall become immediately due
and payable without any action on the part of the Trustee or the Holders of the
Outstanding Securities.

At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of
a majority in principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay

(A) all overdue interest (including any
Additional Interest) on all Securities,

(B) the principal of any Securities which have
become due otherwise than by such declaration of acceleration
and interest thereon at the rate borne by the Securities,

-31-
<PAGE> 38

any Additional Interest) at the rate borne by the Securities,
and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel;

and

(2) all Events of Default, other than the non-payment of
the principal of Securities which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 5.13.

No such rescission shall affect any subsequent default or
impair any right consequent thereon.

Section 5.03 Collection of Indebtedness and Suits for
Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest
(including any Additional Interest) on any Security when such interest
becomes due and payable and such default continues for a period of 30
days, or

(2) default is made in the payment of the principal of
any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest (including any Additional Interest), and,
to the extent that payment thereof shall be legally enforceable, interest on
any overdue principal and on any overdue interest (including any Additional
Interest), at the rate borne by the Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy.

Section 5.04 Trustee May File Proofs of Claim.

-32-
<PAGE> 39

In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.

No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 5.05 Trustee May Enforce Claims Without Possession
of Securities.

All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

Section 5.06 Application of Money Collected.

Subject to Article XI, any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or interest (including any Additional Interest), upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

-33-
<PAGE> 40

FIRST: To the payment of all amounts due the Trustee under
Section 6.07;

SECOND: To the payment of the amounts then due and unpaid for
principal of and interest (including any Additional Interest) on the
Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for
principal and interest (including any Additional Interest),
respectively; and

THIRD: The balance, if any, to the Company or any other
Persons entitled thereto.

Section 5.07 Limitation on Suits.

No Holder of any Security shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

(1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default;

(2) the Holders of not less than 25% in principal amount
of the Outstanding Securities shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

(5) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

-34-
<PAGE> 41

Section 5.08 Unconditional Right of Holders to Receive
Principal and Interest.

Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and (subject to Section
3.07) interest (including any Additional Interest) on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

Section 5.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

Section 5.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

Section 5.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

-35-
<PAGE> 42

Section 5.12 Control by Holders.

The Holders of a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, provided that

(1) such direction shall not be in conflict with any rule
of law or with this Indenture; and

(2) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction.

Section 5.13 Waiver of Past Defaults.

Subject to Section 9.02 hereof, the Holders of not less than a
majority in principal amount of the Outstanding Securities may on behalf of the
Holders of all the Securities waive any past default hereunder and its
consequences, except a default

(1) in the payment of the principal of or interest
(including any Additional Interest) on any Security (unless such
default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by
acceleration has been deposited with the Trustee); or

(2) in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of
the Holder of each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 5.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company
or the Trustee or in any suit for the enforcement of the right to receive the
principal of and interest (including any Additional Interest) on any Security.

-36-
<PAGE> 43

Section 5.15 Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which nay affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.

ARTICLE VI.

THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as
provided by this Indenture and by the Trust Indenture Act, and no implied
covenants or obligations shall be read into this Indenture against the Trustee.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Notwithstanding anything
contained in this Indenture to the contrary, the duties and responsibilities of
the Trustee under this Indenture shall be subject to the protections and
limitations on liability afforded to the Trustee under this Indenture, the
Trust Indenture Act and to the extent applicable, Rule 3a-7 under the
Investment Company Act of 1940, or any successor rule thereunder. Whether or
not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

Section 6.02 Notice of Defaults.

The Trustee shall give the Holders notice within 60 days of
any default hereunder as and to the extent provided by the Trust Indenture Act.
For the purpose of this Section, the term "default" means any event which is,
or after notice or lapse of time or both would become, an Event of Default.

Section 6.03 Certain Rights of Trustee.

Subject to the provisions of Section 6.01:

-37-
<PAGE> 44

(a) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;

(b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company
Order and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;

(d) the Trustee may consult with counsel of its choice
and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

(e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses (including
attorneys' fees and expenses) and liabilities which might be incurred
by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or

-38-
<PAGE> 45

negligence on the part of any agent or attorney appointed with due
care by it hereunder;

(h) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture;

(i) the Trustee shall not be charged with knowledge of any
default or Event of Default with respect to the Securities unless
either (1) a Responsible Officer of the Trustee shall have actual
knowledge of the default or Event of Default or (2) written notice of
such default or Event of Default shall have been given to the Trustee
by the Company or by any Holder of the Securities;

(j) no provision of this Indenture shall be deemed to impose
any duty or obligation on the Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on
it in any jurisdiction in which it shall be illegal, or in which the
Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any
such right, power, duty or obligation; and no permissive power or
authority available to the Trustee shall be construed to be a duty;
and

(k) no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if the Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is
not reasonably assured to it under the terms of this Indenture or
adequate indemnity against such risk or liability is not reasonably
assured to it.

Section 6.04 Not Responsible For Recitals or Issuance of
Securities.

The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

Section 6.05 May Hold Securities.

The Trustee, any Paying Agent, any Security Registrar, or any
other agent of the Company, in its individual or any other

-39-
<PAGE> 46

capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
or such other agent. Money held by the Trustee in trust hereunder shall not be
invested by the Trustee pending distribution thereof to the holders of the
Securities.

Section 6.06 Money Held in Trust.

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

Section 6.07 Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time such
reasonable compensation as the Company and the Trustee shall from time
to time agree in writing for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith, and

(3) to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless from and against, any and all
loss, damage, claim, liability or expense, including taxes (other than
taxes based on the income of the Trustee) incurred without negligence
or bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or
duties hereunder.

As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, and premium
(if any) or interest on, particular Securities. Should the Trustee incur
expenses or render services in connection with an Event of Default specified

-40-
<PAGE> 47

in Section 501(4) or Section 501(5), those expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable Federal
or state bankruptcy, insolvency, reorganization or other similar law.

The provisions of this Section shall survive the termination
of this Indenture.

Section 6.08 Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.
The Trust Agreement and the Guarantee Agreement shall be deemed to be
specifically described in this Indenture for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 6.09 Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in New York, New York. If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of
Successor.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 6.11.

(b) The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

-41-
<PAGE> 48

(c) The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section
6.08 after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Security for at least six months,
or

(2) the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor
by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting
or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company if no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

(f) The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

-42-
<PAGE> 49

Section 6.11 Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; provided that, on
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder, subject,
nevertheless, to the retiring Trustee's prior lien provided for in Section
6.07. Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

Section 6.12 Merger, Conversion, Consolidation or
Succession to Business.

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 6.13 Preferential Collection of Claims Against
Company.

If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).

-43-
<PAGE> 50

ARTICLE VII.

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01 Company to Furnish Trustee Names and
Addresses of Holders.

The Company will furnish or cause to be furnished to the
Trustee

(a) semiannually, not later than February 15 and August
15 in each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not
more than 15 days prior to the delivery thereof, and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more then
15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 7.02 Preservation of Information; Communications
to Holders.

(a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.

Section 7.03 Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. Such of those

-44-
<PAGE> 51

reports as are required to be transmitted by the Trustee pursuant to the
provisions of Section 313(a) of the Trust Indenture Act shall be so transmitted
within 60 days after July 31 of each year, commencing with July 31, 1996.

(b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange.

Section 7.04 Reports by Company.

The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission. Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

ARTICLE VIII.

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 Company May Consolidate, Etc., Only on
Certain Terms.

The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the Person formed
by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases the
properties and assets of the Company substantially as an entirety
shall be a corporation, partnership or trust, shall be organized and
validly existing under the laws of the United States of

-45-
<PAGE> 52

America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due
and punctual payment of the principal of and interest (including any
Additional Interest) on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the
Company to be performed or observed;

(2) immediately after giving effect to such transaction
and treating any indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have
happened and be continuing;

(3) such consolidation or merger or conveyance, transfer
or lease of properties or assets of the Company is permitted under,
and does not give rise to any breach or violation of, the Trust
Agreement or the Parent Guarantee; and

(4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such
transaction have been complied with.

Section 8.02 Successor Substituted.

Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

ARTICLE IX.

SUPPLEMENTAL INDENTURES

-46-
<PAGE> 53

Section 9.01 Supplemental Indentures Without Consent of
Holders.

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or

(2) to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power herein
conferred upon the Company; or

(3) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make and other provisions with respect to matters or
questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture, provided that such action
pursuant to this clause (3) shall not adversely affect the interests
of the Holders of the Securities or, so long as any of the Preferred
Securities shall remain outstanding, the holders of the Preferred
Securities; or

(4) to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under
the Trust Indenture Act.

Section 9.02 Supplemental Indentures with Consent of
Holders.

With the consent of the Holders of not less than 66 2/3% in
principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

(1) change the Maturity of the principal of, or the
Stated Maturity of any installment of interest on (including any
Additional Interest) any Security, or reduce the principal amount
thereof or the rate of interest thereon, or change the place of
payment where, or the coin or currency in which, any Security or
interest thereon is payable, or impair the right to institute suit for
the enforcement of

-47-
<PAGE> 54

any such payment on or after the Maturity or, as the case may be, the
Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or modify the provisions of this Indenture with
respect to the subordination of the Securities in a manner adverse to
the Holders,

(2) reduce the percentage in principal amount of the
Outstanding Securities, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section
5.13, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby;

provided that, so long as any of the Preferred Securities remains outstanding,
no such amendment shall be made that adversely affects the holders of the
Preferred Securities, and no termination of this Agreement shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Agreement shall be effective, without the prior consent of the holders of at
least 66-2/3% of the aggregate liquidation preference of the Preferred
Securities at the time outstanding, calculated in the manner provided in the
Trust Agreement, unless and until the Securities and all accrued and unpaid
interest (including any Additional Interest) thereon have been paid in full.

It shall not be necessary for any Act of Holders or any
consent of holders of Preferred Securities under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

Section 9.03 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

-48-
<PAGE> 55

Section 9.04 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

Section 9.05 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

Section 9.06 Reference in Securities to Supplemental
Indentures.

Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

ARTICLE X.

COVENANTS; REPRESENTATIONS AND WARRANTIES

Section 10.01 Payment of Principal and Interest.

The Company will duly and punctually pay the principal of and
interest on the Securities in accordance with the terms of the Securities and
this Indenture.

Section 10.02 Maintenance of Office or Agency.

The Company will maintain in The City of New York an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange, where
notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby

-49-
<PAGE> 56

appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

The Company may also from time to time designate one or more
other offices or agencies (in the United States) where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the United States for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

Section 10.03 Money for Security Payments to Be Held in
Trust.

If the Company shall at any time act as its own Paying Agent,
it will, on or at the option of the Company before each due date of the
principal of or interest on any of the Securities, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of are herein provided and will promptly notify
the Trustee of its action or failure so to act. In such case the Company shall
not invest the amount so segregated and held in trust pending the distribution
thereof.

Whenever the Company shall have one or more Paying Agents, it
will, prior to each due date of the principal of or interest on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will: (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent as such.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order, direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts those upon which such sums were held by the

-50-
<PAGE> 57

Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of or
interest on any Security and remaining unclaimed for two years after such
principal or interest has become due and payable shall be paid to the Company
on Company Request, or (if then held by the Company) shall be discharged From
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease.

Section 10.04 Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the material terms, provisions and conditions of this Indenture (without
regard to any period of grace or requirement of notice provided hereunder) and,
if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge, and otherwise complying
with the requirements of Section 314(a)(4) of the Trust Indenture Act.

Section 10.05 Additional Covenants.

The Company covenants and agrees that it will not (a) declare
or pay dividends on, or make a distribution with respect to, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of its
capital stock, or (b) make any payment of interest, principal or premium, if
any on or repay, repurchase or redeem any debt securities issued by the Company
that rank pari passu with or junior to the Securities, or (c) make any
guarantee payment with respect to the foregoing (other than payments under the
Parent Guarantee) if at such time (i) there shall have occurred any event of
which the Company has actual knowledge that (x) with the giving of notice or
the lapse of time or both, would constitute an Event of Default hereunder and
(y) in respect of which the Company shall not have taken reasonable steps to
cure, (ii) the Company shall be in default with respect to its payment of any
obligations under the Parent Guarantee or (iii) the Company shall have given
notice of its selection of an Extension Period as provided herein and such
period, or any extension thereof, shall be continuing; provided, however, that
restriction (a) above does not apply to any stock dividends paid by the Company
where the dividend stock is the same as that on which the dividend is paid.

-51-
<PAGE> 58

The Company also covenants (i) to maintain 100% ownership of
the Common Securities of Ohio Edison Financing Trust; provided, however, that
any permitted successor of the Company hereunder may succeed to the Company's
ownership of such Common Securities, (ii) not to voluntarily dissolve, wind-up
or terminate Ohio Edison Financing Trust, except in connection with a
distribution of the Securities to the holders of Preferred Securities in
liquidation of Ohio Edison Financing Trust or in connection with certain
mergers, consolidations or amalgamation permitted by the Trust Agreement and
(iii) to use its reasonable efforts, consistent with the terms and provisions
of the Trust Agreement, to cause Ohio Edison Financing Trust to remain a
business trust and not to be classified as an association taxable as a
corporation for United States federal income tax purposes.

ARTICLE XI.

SUBORDINATION OF SECURITIES

Section 11.01 Securities Subordinate to Senior Indebtedness.

The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereinafter set forth in this Article (subject to
Article IV), the payment of the principal of and interest (including any
Additional Interest) on each and all of the Securities are hereby expressly
made subordinate and subject in right of payment to the prior payment in full
in cash of all Senior Indebtedness.

This Article XI shall constitute a continuing offer to all
persons who become holders of, or continue to hold, Senior Indebtedness, and
such provisions are made for the benefit of the holders of Senior Indebtedness
and such holders are made obligees hereunder and any one or more of them may
enforce such provisions. Holders of Senior Indebtedness need not prove
reliance on the subordination provisions hereof.

Section 11.02 Default on Senior Indebtedness.

In the event and during the continuation of any default in the
payment of principal, premium, interest or any other payment due on any Senior
Indebtedness (and any applicable grace period with respect to such default has
ended and such default has not been cured or waived) or in the event that the
maturity of any Senior Indebtedness has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption payments) of, or interest on, the
Securities.

In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such

-52-
<PAGE> 59

payment is prohibited by the preceding paragraph of this Section 11.02, such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee within 90 days of such payment of the amounts then due and owing on
the Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

Section 11.03 Liquidation; Dissolution; Bankruptcy.

Upon any payment by the Company, or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding-up or liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all amounts due upon
all Senior Indebtedness shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made
on account of the principal or interest on the Securities; and upon any such
dissolution or winding-up or liquidation or reorganization any payment by the
Company, or distribution of substantially all of the assets of the Company of
any kind or character, whether in cash, property or securities, to which the
holders of the Security or the Trustee would be entitled, except for the
provisions of this Article XI, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders of the Securities or by the Trustee
under this Indenture if received by them or it, directly to the holders of
Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders; as calculated by the
Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment
or distribution is made to the Holders of Securities or to the Trustee.

In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee or the Holders of the Securities before all Senior Indebtedness is
paid in full, or provision is made for such payment in money in accordance with
its terms, such payment or distribution shall be held in trust

-53-
<PAGE> 60

for the benefit of and shall be paid over or delivered to the holders of Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

For purposes of this Article XI, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article XI with respect to the Securities to the payment of all Senior
Indebtedness that may at the time be outstanding, provided, however, that (i)
the Senior Indebtedness is assumed by the new corporation, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the
holders of the Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article VIII hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 11.03 if such other corporation shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article VIII hereof. Nothing in Section 11.02 or in this
Section 11.03 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.07.

Section 11.04 Subrogation.

Subject to the payment in full of all Senior Indebtedness, the
rights of the Holders of the Securities shall be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article XI, and no
payment over pursuant to the provisions of this Article XI, to or for the
benefit of the holders of Senior Indebtedness by Holders of the Securities or
the Trustee, shall, as between the Company, its

-54-
<PAGE> 61

creditors other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment by the Company to or on account of the
Senior Indebtedness. It is understood that the provisions of this Article XI
are and are intended solely for the purposes of defining the relative rights of
the Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness on the other hand.

Nothing contained in this Article XI or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders of the Securities and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XI of
the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article XI, the Trustee, subject to the provisions of
Section 6.01 and the Holders of the Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XI.

Section 11.05 Trustee to Effectuate Subordination.

Each Holder of a Security by acceptance thereof authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XI and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

-55-
<PAGE> 62

Section 11.06 Notice by the Company.

The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XI. Notwithstanding the
provisions of this Article XI or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article XI, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof at the Corporate Trust Office of the Trustee from the Company or
a holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.01, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 11.06 at least two Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of (or premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such
date.

The Trustee, subject to the provisions of Section 6.01, shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of Senior Indebtedness or a trustee on behalf of any such holder or holders.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XI, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article XI, and if such evidence is not furnished the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

Section 11.07 Rights of the Trustee; Holders of Senior
Indebtedness.

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XI in

-56-
<PAGE> 63

respect of any Senior Indebtedness at any time held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XI, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and,
subject to the provisions of Section 6.01, the Trustee shall not be liable to
any holder of Senior Indebtedness if it shall pay over or deliver to holders of
Securities, the Company or any other Person money or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article XI or
otherwise.

Section 11.08 Subordination May Not be Impaired.

No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of Senior Indebtedness; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

-57-
<PAGE> 64

ARTICLE XII.

REDEMPTION OF SECURITIES

Section 12.01 Optional Redemption; Conditions to Optional
Redemption.

On or after [__________], [2000], the Company shall have the
right, subject to the last paragraph of this Section 12.01, to redeem the
Securities at the option of the Company, in whole at any time or in part from
time to time, at a Redemption Price equal to 100% of the principal amount of
Securities to be redeemed together with any accrued but unpaid interest,
including Additional Interest, if any, to the Redemption Date fixed by the
Company.

If in the case of the occurrence of a Tax Event, after receipt
of a Dissolution Tax Opinion (as defined in the Trust Agreement) by the
Administrative Trustees (as defined in the Trust Agreement) of Ohio Edison
Financing Trust, (i) the Company has received a Redemption Tax Opinion or (ii)
such Administrative Trustees of Ohio Edison Financing Trust shall have been
informed by the tax counsel referred to in the definition of "No Recognition
Opinion" herein that it cannot deliver a No Recognition Opinion to Ohio Edison
Financing Trust, the Company shall have the right, upon not less than 30 nor
more than 60 days' notice, to redeem the Securities at the option of the
Company, in whole but not in part, at a Redemption Price equal to 100% of the
principal amount thereof plus accrued but unpaid interest, including any
Additional Interest, if any, to the Redemption Date fixed by the Company, which
Redemption Date shall be within 90 days following the occurrence of such Tax
Event; provided, however, that, if at the time there is available to the
Company or Ohio Edison Financing Trust the opportunity to eliminate, within
such 90-day period, the Tax Event by taking some ministerial action, such as
filing a form or making an election or pursuing some other similar reasonable
measure which has no adverse effect on Ohio Edison Financing Trust, the Company
or the holders of the Preferred Securities or the Common Securities, the
Company or Ohio Edison Financing Trust shall pursue such measure in lieu of
redemption of the Securities.

For so long as Ohio Edison Financing Trust is the Holder of
all Securities Outstanding, the proceeds of any redemption described in this
Section 12.01 or payments at Maturity shall be used by Ohio Edison Financing
Trust to redeem Preferred Securities and Common Securities in accordance with
their terms and the terms of the Trust Agreement. The Company shall not redeem
the Securities in part unless all accrued and unpaid interest (including any
Additional Interest) has been paid in full on all Securities Outstanding for
all quarterly interest periods terminating on or prior to the Redemption Date.

Section 12.02 Applicability of Article.

-58-
<PAGE> 65

Redemption of Securities at the election of the Company, as
permitted by Section 12.01, shall be made in accordance with the terms of the
Securities and this Article.

Section 12.03 Election to Redeem; Notice to Trustee.

The election of the Company to redeem Securities pursuant to
Section 12.01 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 15 days
prior to the mailing of the notice of redemption to the Holders of Securities
to be redeemed pursuant to Section 12.04, notify the Trustee of such
Redemption, of the principal amount of Securities to be redeemed and of the
Redemption Date fixed by the Company therefor, and provide the Trustee with a
copy of the notice of redemption to be given to Holders of Securities to be
redeemed pursuant to Section 12.04.

Section 12.04 Selection by Trustee of Securities to Be
Redeemed.

If less than all the Securities are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities not previously called for
redemption, by such method (including pro rata or by lot) as the Trustee shall
deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $25 or any integral multiple thereof) of the
principal amount of the Securities.

The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

Section 12.05 Notice of Redemption.

-59-
<PAGE> 66

Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

All notices of redemption shall identify the Securities to be
redeemed (including CUSIP number) and shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and that
interest thereon will cease to accrue on and after said date; and

(4) the place or places where such Securities are to be
surrendered for payment of the Redemption Price.

Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

Section 12.06 Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.03) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

Section 12.07 Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

-60-
<PAGE> 67

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security.

Section 12.08 Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be
surrendered at a place of payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

-61-
<PAGE> 68

This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

OHIO EDISON COMPANY

By:
------------------------------
Name:
Title:
Attest:

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

THE BANK OF NEW YORK

By:
------------------------------
Name:
Title:

Attest:

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

-62-
<PAGE> 69

STATE OF __________ )
: ss.:
COUNTY OF _________ )

On the _________ day of _________________, 1995, before me
personally came ________________________________________, to me known, who,
being by me duly sworn, did depose and say that he/she is the
___________________________ of Ohio Edison Company, one of the corporations
described in and which executed the foregoing instrument; and that he/she
signed his/her name thereto by authority of the Board of Directors of such
corporation.

-----------------------------------
<PAGE> 70

STATE OF __________ )
: ss.:
COUNTY OF _________ )

On the _________ day of _________________, 1995, before me
personally came ________________________________________, to me known, who,
being by me duly sworn, did depose and say that he/she is a _______________ of
_________________________, a corporation described in and which executed the
foregoing instrument; and that he/she signed his/her name thereto by authority
of the Board of Directors of such corporation.

-----------------------------------
<PAGE> 71
ANNEX A

Form of Amended and Restated Trust Agreement

[OMITTED]

<PAGE> 1
EXHIBIT 4.7
--------------------------------------------------------------------------------

GUARANTEE AGREEMENT

Between

OHIO EDISON COMPANY
(as Guarantor)

and

THE BANK OF NEW YORK
(as Trustee)

dated as of

_____________ ___, 1995

--------------------------------------------------------------------------------
<PAGE> 2

CROSS-REFERENCE TABLE*

Section of
Trust Indenture Act
of 1939, as amended Agreement
------------------- ---------
<S> <C>
310(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 4.01(a)
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 4.01(c),2.08
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(b)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(b)
313 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.03
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.04
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.05
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1.01,2.05,3.02
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 2.01,3.02
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 3.01(d)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.07
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 3.01
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 3.01(d)
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 5.04(a),2.06
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 5.03
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.02
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.01(b)
318(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.01
318(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.01(a)
</TABLE>

__________

* This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms
or provisions.

#30105589.4
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I.

DEFINITIONS

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II.

TRUST INDENTURE ACT

SECTION 2.01. Trust Indenture Act; Application . . . . . . . . . . . . . . . . . . . 5
SECTION 2.02. Lists of Holders of Securities . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.03. Reports by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.04. Periodic Reports to Trustee . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.05. Evidence of Compliance with Conditions
Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.06. Events of Default; Waiver . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.07. Event of Default; Notice . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.08. Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III.

POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.01. Powers and Duties of the Trustee . . . . . . . . . . . . . . . . . . . 7
SECTION 3.02. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV.

TRUSTEE

SECTION 4.01. Trustee; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.02. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . 11
SECTION 4.03. Appointment, Removal and Resignation
of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

-i-
#30105589.4
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE V.

GUARANTEE

SECTION 5.01. Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.02. Waiver of Notice and Demand . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.03. Obligations Not Affected . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.04. Rights of Holders . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.05. Guarantee of Payment . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.06. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.07. Independent Obligations . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI.

SUBORDINATION

SECTION 6.01. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VII.

TERMINATION

SECTION 7.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VIII.

MISCELLANEOUS

SECTION 8.01. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8.02. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8.04. Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 8.05. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

</TABLE>

-ii-
#30105589.4

<PAGE> 5
GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of __________ __, 1995, is
executed and delivered by Ohio Edison Company, an Ohio corporation (the
"Guarantor"), and The Bank of New York, as trustee (the "Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Preferred
Securities (as defined herein) of Ohio Edison Financing Trust, a Delaware
statutory business trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Trust Agreement
(the "Trust Agreement"), dated as of [___________], 1995 among the Trustees of
the Issuer named therein, Ohio Edison Company, as Depositor, and the Holders
from time to time of undivided beneficial interests in the assets of the
Issuer, the Issuer is issuing as of the date hereof $[__________] aggregate
liquidation amount of its [____]% Trust Preferred Capital Securities, Series A
(the "Preferred Securities") representing undivided beneficial interests in the
assets of the Issuer and having the terms set forth in the Trust Agreement;

WHEREAS, the Preferred Securities will be issued by the Issuer
and the proceeds thereof will be used to purchase the Debentures (as defined in
the Trust Agreement) of the Guarantor as trust assets; and

WHEREAS, as incentive for the Holders to purchase the
Preferred Securities the Guarantor desires to irrevocably and unconditionally
agree, to the extent set forth herein, to pay to the Holders of the Preferred
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the payment for the
Preferred Securities by each Holder thereof, which payment the Guarantor hereby
agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders from time to time of the
Preferred Securities.

ARTICLE I.

DEFINITIONS

SECTION 1.01. Definitions. As used in this Guarantee
Agreement, the terms set forth below shall, unless the context otherwise
requires, have the following meanings. Capitalized or otherwise defined terms
used but not otherwise defined herein
<PAGE> 6

shall have the meanings assigned to such terms in the Trust Agreement as in
effect on the date hereof.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Common Securities" means an undivided beneficial interest in
the assets of the Issuer, having a liquidation amount of $25 per Common
Security and having the rights provided therefor in the Trust Agreement.

"Event of Default" means a default by the Guarantor on any of
its payment obligations under this Guarantee Agreement.

"Guarantee Agreement" means this Guarantee Agreement as
originally executed or as it may from time to time be amended pursuant to the
applicable provisions hereof, including, for all purposes of this Guarantee
Agreement and any such amendment, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this Guarantee Agreement and any
such amendment.

"Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to the Preferred Securities,
to the extent not paid or made by or on behalf of the Issuer: (i) any accrued
and unpaid Distributions that are required to be paid on such Preferred
Securities but if and only to the extent the Property Trustee has available in
the Payment Account funds sufficient to make such payment, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
(the "Redemption Price"), with respect to the Preferred Securities called for
redemption by the Issuer but if and only to the extent that the Property
Trustee has available in the Payment Account funds sufficient to make such
payment, (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Issuer (other than in connection with a redemption of all of
the Preferred Securities), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Preferred Securities to
the date of payment, to the extent the Issuer has funds legally available
therefor, and (b) the amount of assets of the Issuer remaining available for
distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").

-2-
<PAGE> 7
"Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor or any Affiliate of the Guarantor.

"Indenture" means the Indenture dated as of [__________],
1995, among the Guarantor (the "Debenture Issuer") and The Bank of New York, as
trustee.

"Majority in liquidation amount of the Securities" means,
except as provided by the Trust Indenture Act, a vote by Holder(s) of Preferred
Securities, voting separately as a class, of more than 50% of the liquidation
amount of all Preferred Securities.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Comptroller, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Guarantee Agreement shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;

(c) a statement that, in each such officer's opinion, such
officer has made such examination or investigation as is necessary to
enable such officer to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Responsible Officer" means, with respect to the Trustee, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer of the Corporate Trust Department
of the Trustee customarily performing functions similar to those performed by

-3-
<PAGE> 8
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

"Successor Trustee" means a successor Trustee possessing the
qualifications to act as Trustee under Section 4.01.

"Trustee" means The Bank of New York until a Successor Trustee
has been appointed and has accepted such appointment pursuant to the terms of
this Guarantee Agreement and thereafter means each such Successor Trustee.

SECTION 1.02. Interpretation. In this Guarantee Agreement,
unless the context otherwise requires:

(a) Capitalized terms used in this Guarantee Agreement but
not defined in the preamble hereto have the respective meanings assigned to
them in Section 1.01;

(b) a term defined anywhere in this Guarantee Agreement has
the same meaning throughout;

(c) all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time;

(d) all references in this Guarantee Agreement to Articles
and Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

(e) a term defined in the Trust Indenture Act has the same
meaning when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice
versa; and

(g) the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders.

-4-
<PAGE> 9
ARTICLE II.

TRUST INDENTURE ACT

SECTION 2.01. Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of
the Trust Indenture Act that are required or deemed to be part of this
Guarantee Agreement and shall, to the extent applicable, be governed by such
provisions; and

(b) if and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Section 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

SECTION 2.02. Lists of Holders of Securities.

(a) The Guarantor shall furnish or cause to be furnished to
the Trustee (a) semiannually, not later than [February 15 and August 15] in
each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of the Preferred Securities ("List of
Holders") as of a date not more than 15 days prior to the delivery thereof, and
(b) at such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a List of Holders as of a
date not more than 15 days prior to the time such list is furnished; provided
that, the Guarantor shall not be obligated to provide such List of Holders at
any time the List of Holders does not differ from the most recent List of
Holders given to the Trustee by the Guarantor. The Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

(b) The Trustee shall comply with its obligations under
Section 311(a) of the Trust Indenture Act, subject to the provisions of 311(b)
of the Trust Indenture Act, and Section 312(b) of the Trust Indenture Act.

SECTION 2.03. Reports by the Trustee. Within 60 days after
July 31 of each year, commencing with July 31, 1996, the Trustee shall provide
to the Holders of the Preferred Securities such reports, if any, as are
required by Section 313(a) of the Trust Indenture Act in the form and in the
manner provided by Section 313 of the Trust Indenture Act. The Trustee shall
also comply with the requirements of Section 313(b), (c) and (d) of the Trust
Indenture Act.

SECTION 2.04. Periodic Reports to Trustee. The Guarantor
shall provide to the Trustee such documents, reports and information as
required by Section 314 (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

-5-
<PAGE> 10
SECTION 2.05. Evidence of Compliance with Conditions
Precedent. The Guarantor shall provide to the Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this
Guarantee Agreement (including any covenants compliance with which constitutes
a condition precedent) that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of
an Officers' Certificate.

SECTION 2.06. Events of Default; Waiver. The Holders of a
Majority in liquidation amount of Preferred Securities may, by vote, on behalf
of the Holders of all of the Preferred Securities, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Guarantee Agreement, but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

SECTION 2.07. Event of Default; Notice.

(a) The Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders of the Preferred Securities, notices of all Events of Default known to
the Trustee, unless such defaults have been cured before the giving of such
notice, provided that, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Preferred Securities.

(b) The Trustee shall not be deemed to have knowledge of any
Event of Default unless the Trustee shall have received written notice, or a
Responsible Officer charged with the administration of the Trust Agreement
shall have obtained written notice, of such Event of Default.

SECTION 2.08. Conflicting Interests. The Trust Agreement and
the Indenture shall be deemed to be specifically described in this Guarantee
Agreement for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

-6-
<PAGE> 11
ARTICLE III.

POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.01. Powers and Duties of the Trustee.

(a) This Guarantee Agreement shall be held by the Trustee for
the benefit of the Holders from time to time of the Preferred Securities, and
the Trustee shall not transfer this Guarantee Agreement to any Person except a
Holder of Preferred Securities exercising his or her rights pursuant to Section
5.04(d) or to a Successor Trustee on acceptance by such Successor Trustee of
its appointment to act as Successor Trustee. The right, title and interest of
the Trustee shall automatically vest in any Successor Trustee, and such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Trustee.

(b) If an Event of Default has occurred and is continuing,
the Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders of the Preferred Securities.

(c) The Trustee, prior to the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants or obligations shall be read
into this Guarantee Agreement against the Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.06), the
Trustee shall exercise such of the rights and powers vested in it by this
Guarantee Agreement, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default
and after the curing or waiving of all such Events of Default that may
have occurred:

(A) the duties and obligations of the
Trustee shall be determined solely by the express provisions
of this Guarantee Agreement, and the Trustee shall not be
liable except for the performance of such duties and
obligations as are specifically set forth in this Guarantee
Agreement; and

(B) in the absence of bad faith on the part
of the Trustee, the Trustee may conclusively rely, as

-7-
<PAGE> 12
the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Guarantee Agreement; but in the case of
any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the
requirements of this Guarantee Agreement;

(ii) the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;

(iii) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a Majority in
liquidation amount of the Preferred Securities relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Guarantee Agreement; and

(iv) no provision of this Guarantee Agreement
shall require the Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if the
Trustee shall have reasonable grounds for believing that the repayment
of such funds or liability is not reasonably assured to it under the
terms of this Guarantee Agreement or adequate indemnity against such
risk or liability is not reasonably assured to it.

SECTION 3.02. Certain Rights of Trustee.

(a) Subject to the provisions of Section 3.01:

(i) the Trustee may rely and shall be fully
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine
and to have been signed, sent or presented by the proper party or
parties;

(ii) any direction or act of the Guarantor
contemplated by this Guarantee Agreement shall be sufficiently
evidenced by an Officers' Certificate;

-8-
<PAGE> 13
(iii) whenever, in the administration of this
Guarantee Agreement, the Trustee shall deem it desirable that a matter
be proved or established before taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part,
request and rely upon an Officers' Certificate which, upon receipt of
such request, shall be promptly delivered by the Guarantor;

(iv) the Trustee may consult with counsel of its
choice, and the written advice or opinion of such counsel with respect
to legal matters shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion;
such counsel may be counsel to the Guarantor or any of its Affiliates
and may include any of its employees; the Trustee shall have the right
at any time to seek instructions concerning the administration of this
Guarantee Agreement from any court of competent jurisdiction;

(v) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee
Agreement at the request or direction of any Holder, unless such
Holder shall have provided to the Trustee such adequate security and
indemnity as would satisfy a reasonable person in the position of the
Trustee, against the costs, expenses (including attorneys' fees and
expenses) and liabilities that might be incurred by it in complying
with such request or direction, including such reasonable advances as
may be requested by the Trustee;

(vi) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit;

(vii) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by
or through agents or attorneys, and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent
or attorney appointed with due care by it hereunder;

(viii) whenever in the administration of this
Guarantee Agreement the Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Trustee (A) may request instructions
from the Holders of the Preferred Securities, (B) may refrain from
enforcing such remedy or

-9-
<PAGE> 14
right or taking such other action until such instructions are
received, and (C) shall be protected in acting in accordance with such
instructions; and

(ix) the Trustee shall not be liable for any
action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Guarantee;

(b) No provision of this Guarantee Agreement shall be deemed
to impose any duty or obligation on the Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Trustee shall be construed to be
a duty.

ARTICLE IV.

TRUSTEE

SECTION 4.01. Trustee; Eligibility.

(a) There shall at all times be a Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation organized and doing business
under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or
Person permitted by the Securities and Exchange Commission to act as
an institutional trustee under the Trust Indenture Act, authorized
under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million U.S. dollars ($50,000,000),
its Corporate Trust Office in New York, New York, and subject to
supervision or examination by Federal, State, Territorial or District
of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of
the supervising or examining authority referred to above, then, for
the purposes of this Section 4.01(a)(ii), the combined capital and
surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.

(b) If at any time the Trustee shall cease to be eligible to
so act under Section 4.01(a), the Trustee shall immediately resign in the
manner and with the effect set out in Section 4.03(c).

-10-
<PAGE> 15
(c) If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and Guarantor shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

SECTION 4.02. Compensation and Reimbursement.

The Guarantor agrees:

(a) to pay the Trustee from time to time such reasonable
compensation as the Guarantor and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust);

(b) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
the provisions of this Guarantee (including the reasonable compensation and
expenses of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and

(c) to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless from and against, any and all loss,
damage, claim, liability or expense, including taxes (other than taxes based
upon the income of the Trustee) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance of the administration
of this trust, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any its
powers or duties hereunder.

As security for the performance of the obligations of the
Guarantor under this Section, the Trustee shall have a lien prior to the
Securities upon all the property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, and premium
(if any) or interest on, particular Securities.

The provisions of this Section shall survive the termination
of this Indenture.

SECTION 4.03. Appointment, Removal and Resignation of Trustee.

(a) Subject to Section 4.03(b), the Trustee may be appointed
or removed without cause at any time by the Guarantor.

(b) The Trustee shall not be removed until a Successor
Trustee has been appointed and has accepted such appointment by

-11-
<PAGE> 16
written instrument executed by such Successor Trustee and delivered to the
Guarantor.

(c) The Trustee appointed to office shall hold office until a
Successor Trustee shall have been appointed or until its removal or
resignation. The Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Trustee and
delivered to the Guarantor, which resignation shall not take effect until a
Successor Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Trustee and delivered to the
Guarantor and the resigning Trustee.

(d) If no Successor Trustee shall have been appointed and
accepted appointment as provided in this Section 4.03 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Trustee may petition any court of competent jurisdiction for appointment of a
Successor Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Trustee.

(e) The Guarantor shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 8.03 hereof. Each notice shall
include the name of the successor Trustee and the address of its Corporate
Trust Office.

ARTICLE V.

GUARANTEE

SECTION 5.01. Guarantee. The Guarantor irrevocably and
unconditionally agrees to pay in full to the Holders the Guarantee Payments
(without duplication of amounts theretofore paid by the Issuer), as and when
due, regardless of any defense (other than the defense of payment), right of
set-off or counterclaim which the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of
the required amounts by the Guarantor to the Holders or by causing the Issuer
to pay such amounts to the Holders.

SECTION 5.02. Waiver of Notice and Demand. The Guarantor
hereby waives notice of acceptance of this Guarantee Agreement and of any
liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Issuer or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.

SECTION 5.03. Obligations Not Affected. The obligation of
the Guarantor to make the Guarantee Payments under this Guarantee Agreement
shall in no way be affected or impaired by reason of the happening from time to
time of any of the following:

(a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Issuer of any

-12-
<PAGE> 17
express or implied agreement, covenant, term or condition relating to the
Preferred Securities to be performed or observed by the Issuer;

(b) the extension of time for the payment by the Issuer of
all or any portion of the Distributions, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Preferred Securities (other
than an extension of time for payment of Distributions, Redemption Price,
Liquidation Distribution or other sum payable that results from the extension
of any interest payment period on the Debentures permitted by the Indenture);

(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of, or other similar proceedings affecting, the Issuer or
any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, the
Preferred Securities;

(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.03 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.04. Rights of Holders. The Guarantor expressly
acknowledges that: (a) this Guarantee Agreement will be deposited with the
Trustee to be held for the benefit of the Holders of the Preferred Securities;
(b) the Trustee has the right to enforce this Guarantee Agreement on behalf of
the Holders of the Preferred Securities; (c) the Holders of a Majority in
liquidation amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee in respect of

-13-
<PAGE> 18
this Guarantee Agreement or exercising any trust or power conferred upon the
Trustee under this Guarantee Agreement; and (d) if the Trustee fails to enforce
this Guarantee Agreement as above provided, any Holder of the Preferred
Securities may institute a legal proceeding directly against the Guarantor to
enforce the Trustee's rights under this Guarantee Agreement, without first
instituting a legal proceeding against the Issuer, the Trustee or any other
person or entity.

SECTION 5.05. Guarantee of Payment. This Guarantee Agreement
creates a guarantee of payment and not of collection. This Guarantee Agreement
will not be discharged except by payment of the Guarantee Payments in full
(without duplication).

SECTION 5.06. Subrogation. The Guarantor shall be subrogated
to all (if any) rights of the Holders of Preferred Securities against the
Issuer in respect of any amounts paid to the Holders by the Guarantor under
this Guarantee Agreement; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or
any indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Guarantee Agreement, if, at the time of any such payment,
any amounts of Guarantee Payments are due and unpaid under this Guarantee
Agreement. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

SECTION 5.07. Independent Obligations. The Guarantor
acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Preferred Securities and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.03 hereof.

ARTICLE VI.

SUBORDINATION

SECTION 6.01. Subordination. This Guarantee Agreement will
constitute an unsecured obligation of the Guarantor and will rank (a)
subordinate and junior in right of payment to all other liabilities of the
Guarantor, including the Debentures, except those made pari passu or
subordinate by their terms, (b) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Guarantor and with any
guarantee now or hereafter entered into by the Guarantor in respect of any
preferred or preference stock of any Affiliate of the Guarantor, and (c) senior
to all common stock of the Guarantor.

-14-
<PAGE> 19

ARTICLE VII.

TERMINATION

SECTION 7.01. Termination. This Guarantee Agreement shall
terminate and be of no further force and effect upon: (a) full payment of the
Redemption Price of all Preferred Securities, (b) the distribution of
Debentures to Holders of Preferred Securities in exchange for all of the
Preferred Securities or (c) upon full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any sums paid with respect to Preferred Securities or
under this Guarantee Agreement.

ARTICLE VIII.

MISCELLANEOUS

SECTION 8.01. Successors and Assigns. All guarantees and
agreements contained in this Guarantee Agreement shall bind the successors,
assigns, receivers, trustees and representatives of the Guarantor and shall
inure to the benefit of the Holders of the Preferred Securities then
outstanding. Except in connection with a consolidation, merger or sale
involving the Guarantor that is permitted under Article VIII of the Indenture,
the Guarantor shall not assign its obligations hereunder.

SECTION 8.02. Amendments. Except with respect to any changes
which do not adversely affect the rights of Holders (in which case no consent
of Holders will be required), this Guarantee Agreement may only be amended with
the prior approval of the Holders of not less than 66 2/3% in liquidation
amount of all the outstanding Preferred Securities. The provisions of Article
VI of the Trust Agreement concerning meetings of Holders shall apply to the
giving of such approval.

SECTION 8.03. Notices. Any notice, request or other
communication required or permitted to be given hereunder shall be in writing,
duly signed by the party giving such notice, and delivered, telecopied or
mailed by first class mail as follows:

(a) if given to the Guarantor, to the address set forth
below or such other address as the Guarantor may give notice of to the Holders
of the Preferred Securities:

-15-
<PAGE> 20
Ohio Edison Company
76 South Main Street
Akron, Ohio
Attention: Treasurer
Facsimile no. (216) 384-3772.

(b) if given to the Issuer, in care of the Trustee, at the
Issuer's (and the Trustee's) address set forth below or such other address as
the Trustee on behalf of the Issuer may give notice to the Holders of the
Preferred Securities:

Ohio Edison Financing Trust
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Facsimile No.: (212) 815-5915.
Attention: Corporate Trust Department

with copy to:

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Facsimile No: (212) 815-5915.
Attention: Corporate Trust Department

All notices hereunder shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 8.04. Benefit. This Guarantee Agreement is solely
for the benefit of the Holders of the Preferred Securities and, subject to
Section 3.01(a), is not separately transferable from the Preferred Securities.

SECTION 8.05. Governing Law. THIS GUARANTEE AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

-16-
<PAGE> 21
This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

THIS GUARANTEE AGREEMENT is executed as of the day and year
first above written.

OHIO EDISON COMPANY

By:___________________________
Name:
Title:

THE BANK OF NEW YORK,
as Trustee

By:___________________________
Name:
Title:

-17-

<PAGE> 1
EXHIBIT 5.1

[Letterhead of Richards, Layton & Finger]

August 10, 1995

Ohio Edison Financing Trust
c/o Ohio Edison Company
76 South Main Street
Akron, Ohio
Attention: Treasurer

Re: Ohio Edison Company

Ladies and Gentlemen:

We have acted as special Delaware counsel for Ohio Edison Company, an
Ohio corporation ("Ohio Edison"), and Ohio Edison Financing Trust, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, dated August 8, 1995
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 8, 1995;

(b) The Trust Agreement of the Trust, dated as of August 8, 1995,
between Ohio Edison and the trustees of the Trust named therein;

(c) The preliminary prospectus, dated August 10, 1995 (the
"Prospectus"), relating to the __% Trust Preferred Capital Securities, Series A
of the Trust representing preferred undivided beneficial interests in the
assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities");
<PAGE> 2
(d) The Registration Statement (the "Registration Statement") on
Form S-3, including a form of Amended and Restated Trust Agreement of the
Trust, to be entered into among Ohio Edison, the trustees of the Trust named
therein and the holders, from time to time, of the undivided beneficial
interests in the assets of the Trust (the "Trust Agreement"), as proposed to be
filed by Ohio Edison and the Trust with the Securities and Exchange Commission
on or about August 10, 1995; and

(e) A Certificate of Good Standing for the Trust, dated August 10,
1995, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) the Trust Agreement
and the Certificate are in full force and effect and have not been amended,
(ii) except to the extent provided in paragraph 1 below, the due organization
or due formation, as the case may be, and valid existence in good standing of
each party to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) the power and
authority of each of the parties to the documents examined by us to execute and
deliver, and to perform its obligations under, such documents, (v) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (vi) the receipt by each Person to whom a Preferred Security is
to be issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Securities Certificate for such Preferred Security and the payment
for the Preferred Security acquired by it, in accordance with the Trust
Agreement, the Registration Statement and the Prospectus, and (vii) the
issuance and sale of the Preferred

-2-
<PAGE> 3
Securities to the Preferred Security Holders in accordance with the Trust
Agreement, the Registration Statement and the Prospectus. We have not
participated in the preparation of the Registration Statement or the
Prospectus and assume no responsibility for their contents.

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules, regulations
and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act, 12
Del. C. Section 3801, et seq.

2. The Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated, pursuant to the Trust Agreement, to (i) provide
indemnity and/or security in connection with and pay taxes or governmental
charges arising from transfers or exchanges of Preferred Securities
Certificates and the issuance of replacement Preferred Securities Certificates
and (ii) provide security or indemnity in connection with requests of or
directions to the Property Trustee to exercise its rights and powers under the
Trust Agreement.

We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Validity of the Securities"
in the Prospectus. In giving the foregoing consents, we do not thereby admit
that we come within the category of Persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.

-3-
<PAGE> 4
Very truly yours,

Richards, Layton & Finger

CDK/WAY/db

-4-

<PAGE> 1

Exhibit 5.2

August 10, 1995

Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

and

Ohio Edison Financing Trust
76 South Main Street
Akron, Ohio 44308

Re: Registration Statement on Form S-3

Dear Ladies and Gentlemen:

I am Senior Vice President and General Counsel
for Ohio Edison Company, an Ohio corporation (the "Company"). In connection
with the preparation and filing with the Securities Exchange Commission (the
"Commission") of the registration statement on Form S-3 (the "Registration
Statement") to register under the Securities Act of 1933, as amended (the
"Act"), up to $118,556,702 aggregate principal amount of the Company's junior
subordinated debentures (the "Subordinated Debentures") to be issued under the
indenture (the "Indenture") to be entered into between the Company and The Bank
of New York, as Trustee, up to $115,000,000 aggregate liquidation amount of
preferred securities (the "Preferred Securities") to be issued by Ohio Edison
Financing Trust, a Delaware statutory business trust sponsored by the Company
(the "Trust") and created by a trust agreement dated as of the date hereof (the
"Original Trust Agreement") which is to be amended and restated by an amended
and restated trust agreement (together with the Original Trust Agreement, the
"Trust Agreement") providing for the issuance and sale of the Preferred
Securities, and the related guarantee to be delivered concurrently therewith by
Ohio Edison and The Bank of New York, as Trustee under the guarantee (the
"Guarantee"), I have examined (i) the Registration Statement and exhibits
thereto, including the prospectus comprising a part thereof (the "Prospectus");
(ii) the Company's Articles of Incorporation and Code of Regulations, both as
amended; (iii) documents issued by public officials as to the

<PAGE> 2

-2-

August 10, 1995

existence of the Company and the Trust under the laws of the States of Ohio and
Delaware; (iv) the Indenture, in substantially the form filed as Exhibit 4.3 to
the Registration Statement; (v) the Guarantee, in substantially the form filed
as Exhibit 4.6 to the Registration Statement; (vi) a certificate of trust of
the Trust, as filed with the Secretary of State of the State of Delaware (the
"Certificate"); (vii) the Trust Agreement, in substantially the form filed as
Exhibits 4.2 and 4.3 to the Registration Statement; and (viii) such other
documents and records of the Company and the Trust, and such matters of law, as
I considered to be necessary to enable me to render this opinion.

For purposes of this opinion, I have assumed (i)
the Trust Agreement and the Certificate are in full force and effect and have
not been amended, (ii) the due organization or due formation, as the case may
be, and valid existence in good standing of each party to the documents
examined by me under the laws of the jurisdiction governing its organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by me, (iv) the power and authority of each of the parties
to the documents examined by me to execute and deliver, and to perform its
obligation under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by me, (vi) the
receipt by each person to whom a Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a Preferred
Securities Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreement, the
Registration Statement and the Prospectus, and (vii) the issuance and sale of
the Preferred Securities to the Preferred Security Holders in accordance with
the Trust Agreement, the Registration Statement and the Prospectus. I have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.

Based on the foregoing, I am of the opinion that:

1. The Company is a corporation duly
incorporated and validly existing in good standing under the laws of the State
of Ohio.

2. Subject to final approval by the Board of
Directors of the Company (or by the committee or person to whom the Board
delegates the authority to grant such final approval) of (i) the terms of the
Subordinated Debentures and the Guarantee, as well as the final terms of the
Trust Agreement and (ii) the terms of sale of the Preferred

<PAGE> 3

-3-

August 10, 1995

Securities and the Subordinated Debentures, the Company has duly and validly
authorized the issuance of the Subordinated Debentures, and the execution and
delivery of the Indenture and the Guarantee.

3. Subject to clauses (i) and (ii) of
paragraph 2 above, the Subordinated Debentures, when issued, sold and delivered
as contemplated in the Registration Statement and the Prospectus and in
accordance with the authorization thereof by the Board of Directors of the
Company (or by the committee or person to whom the Board delegates such
authority) and executed and authenticated in accordance with the Indenture,
will be valid, legal and binding obligations of the Company, enforceable in
accordance with their terms against the Company, except as may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
enforcement of creditors' rights generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

4. Subject to clauses (i) and (ii) of
paragraph 2 above, the Guarantee will be a valid, legal and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
except as may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the enforcement of creditors' rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), provided (i) the Preferred
Securities have been issued in accordance with the terms and provisions of the
Trust Agreement and (ii) the Preferred Securities and the Guarantee have each
been issued and delivered as contemplated in the Registration Statement and the
Prospectus.

Paragraphs 3 and 4 of this opinion are subject to
the Registration Statement's becoming effective with no stop order with respect
thereto having been issued by the Commission, and to the order which has been
issued by The Public Utilities Commission of Ohio remaining in effect,
authorizing the issuance of the Preferred Securities, the Subordinated
Debentures and the Guarantee on the terms contemplated in the Registration
Statement and the Prospectus.

I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the use of my

<PAGE> 4

-4-

August 10, 1995

name under the caption "Validity of the Securities" in the Prospectus.

In rendering this opinion, I have relied as to all
matters governed by the laws of the State of Delaware upon the opinion of
Richards, Layton & Finger, P.A., special Delaware counsel for the Company and
the Trust, which is being filed as an exhibit to the Registration Statement.

Very truly yours,

Anthony J. Alexander
Senior Vice President & General
Counsel of Ohio Edison Company

<PAGE> 1

EXHIBIT 8.1

August 10, 1995

Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

Ohio Edison Financing Trust
c/o Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

Re: Ohio Edison Financing Trust
___% Trust Preferred Capital Securities

Ladies and Gentlemen:

As counsel to Ohio Edison Company (the "Company")
and Ohio Edison Financing Trust (the "Issuer"), we have assisted in the
preparation of the prospectus (the "Prospectus") that forms a part of the
registration statement on Form S-3 (File No. 33-_________) under the Securities
Act of 1933 (the "Act"), as filed with the Securities and Exchange Commission
on the date hereof (the "Registration Statement"), covering the issuance of
up to $115,000,000 aggregate liquidation amount of ___% Trust Preferred Capital
Securities, Series A, by the Issuer, and the issuance of up to $118,556,702
aggregate principal amount of ___% Junior Subordinated Debentures, Series A,
Due 2025, by the Company to the Issuer. Unless otherwise defined herein, all
terms used herein shall have the meanings ascribed to them in the Prospectus.

We have examined and relied upon the Registration
Statement and, in each case as filed as an exhibit to the Registration
Statement, (i) the form of Amended and Restated Trust Agreement among the
Company, as Depositor, and the several trustees named therein, (ii) the form of
Indenture between the Company and The Bank of New York, as Trustee, and (iii)
the form of Guarantee Agreement between the Company, as Guarantor, and The Bank
of New York, as Trustee.

<PAGE> 2

Based on the foregoing and on our consideration of
such other information as we have deemed necessary and appropriate, we hereby
confirm, subject to the qualifications contained therein, our opinion as set
forth in the Prospectus under the caption "United States Taxation."

We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the reference to our firm under
the heading "United States Taxation" in the Prospectus. In giving such
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act.

Very truly yours,

Winthrop, Stimson, Putnam &
Roberts

<PAGE> 1

EXHIBIT 12.1

OHIO EDISON COMPANY
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

Twelve
Months
Year Ended December 31, Ended
--------------------------------------------------- June 30,
1990 1991 1992 1993 1994 1995
-------- -------- -------- -------- -------- --------
(Dollars in Thousands) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN REGULATION S-K:
Income before extraordinary items . . . . . . . . . . . . . $281,676 $264,823 $276,986 $ 24,523 $303,531 $310,208
Interest and other charges, before reduction for amounts
capitalized . . . . . . . . . . . . . . . . . . . . . . . . 329,520 324,017 296,292 285,169 283,849 280,685
Provision for income taxes . . . . . . . . . . . . . . . . . 170,804 173,725 147,407 32,431 188,886 192,288
Interest element of rentals charged to income (a) . . . . . 126,804 125,777 117,224 104,700 108,463 109,590
-------- -------- -------- -------- -------- --------
Earnings as defined . . . . . . . . . . . . . . . . $908,804 $888,342 $837,909 $446,823 $884,729 $892,771
======== ======== ======== ======== ======== ========

FIXED CHARGES AS DEFINED IN REGULATION S-K:
Interest on long-term debt . . . . . . . . . . . . . . . . . $293,993 $288,599 $275,835 $262,861 $259,554 $253,161
Other interest expense . . . . . . . . . . . . . . . . . . . 25,545 27,696 13,958 16,445 18,931 22,736
Subsidiary's preferred stock dividend requirements . . . . . 9,982 7,722 6,499 5,863 5,364 4,788
Adjustment to subsidiary's preferred stock dividends to
state on a pre-income tax basis . . . . . . . . . . . . . . 6,009 5,018 3,420 7,659 3,294 2,925
Interest element of rentals charged to income (a) . . . . . 126,804 125,777 117,224 104,700 108,463 109,590
-------- -------- -------- -------- -------- --------
Fixed charges as defined . . . . . . . . . . . . . . $462,333 $454,812 $416,936 $397,528 $395,606 $393,200
======== ======== ======== ======== ======== ========

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES (b) . . . . . 1.97 1.95 2.01 1.12 2.24 2.27
==== ==== ==== ==== ==== ====
</TABLE>

_______________________________
(a) Includes the interest element of rentals where determinable plus 1/3
of rental expense where no readily defined interest element can be
determined.
(b) These ratios exclude fixed charges applicable to the guarantee of the
debt of a coal supplier aggregating $16,922,000, $13,298,000,
$9,762,000, $8,565,000, $7,424,000 and $6,874,000 for each of the five
years ended December 31, 1994, and the twelve months ended June 30,
1995, respectively.

<PAGE> 1

EXHIBIT 12.2

OHIO EDISON COMPANY
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES PLUS PREFERRED AND
PREFERENCE STOCK DIVIDEND REQUIREMENTS (PRE-INCOME TAX BASIS)

Twelve
Year Ended December 31, Months Ended
--------------------------------------------------- June 30,
1990 1991 1992 1993 1994 1995
-------- -------- -------- -------- -------- --------
(Dollars in Thousands) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN REGULATION S-K:
Income before extraordinary items . . . . . . . . . . $281,676 $264,823 $276,986 $ 24,523 $303,531 $310,208
Interest and other charges, before reduction
for amounts capitalized . . . . . . . . . . . . . . . 329,520 324,017 296,292 285,169 283,849 280,685
Provision for income taxes . . . . . . . . . . . . . . 170,804 173,725 147,407 32,431 188,886 192,288
Interest element of rentals charged to
income (a) . . . . . . . . . . . . . . . . . . . . . 126,804 125,777 117,224 104,700 108,463 109,590
-------- -------- -------- -------- -------- --------
Earnings as defined . . . . . . . . . . . . . $908,804 $888,342 $837,909 $446,823 $884,729 $892,771
======== ======== ======== ======== ======== ========

FIXED CHARGES AS DEFINED IN REGULATION S-K PLUS
PREFERRED AND PREFERENCE STOCK DIVIDEND REQUIREMENTS
(PRE-INCOME TAX BASIS):
Interest on long-term debt . . . . . . . . . . . . . . $293,993 $288,599 $275,835 $262,861 $259,554 $253,161
Other interest expense . . . . . . . . . . . . . . . . 25,545 27,696 13,958 16,445 18,931 22,736
Preferred and preference stock dividend
requirements . . . . . . . . . . . . . . . . . . . . . 37,610 32,476 30,425 29,570 27,043 26,403
Adjustment to preferred and preference stock
dividends to state on a pre-income tax basis . . . . . 22,421 20,887 15,854 38,265 16,444 15,984
Interest element of rentals charged to income (a) . . 126,804 125,777 117,224 104,700 108,463 109,590
-------- -------- -------- -------- -------- --------
Fixed charges as defined plus preferred
and preference stock dividend requirements
(pre-income tax basis) . . . . . . . . . . . . $506,373 $495,435 $453,296 $451,841 $430,435 $427,874
======== ======== ======== ======== ======== ========

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
PLUS PREFERRED AND PREFERENCE STOCK DIVIDEND REQUIREMENTS
(PRE-INCOME TAX BASIS) (b) . . . . . . . . . . . . . . . . . 1.79 1.79 1.85 0.99(c) 2.06 2.09
==== ==== ==== ==== ==== ====
</TABLE>

<PAGE> 1
EXHIBIT 15.1

August 9, 1995

Ohio Edison Company and
Ohio Edison Financing Trust:

We are aware that Ohio Edison Company and Ohio Edison Financing Trust
have incorporated by reference in this Registration Statement Ohio Edison
Company's Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995,
which include our reports dated May 4, 1995 and August 2, 1995, respectively,
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, that report is not
considered a part of the registration statement prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.

Very truly yours,

ARTHUR ANDERSEN LLP

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 3, 1995, included or incorporated by reference in Ohio Edison
Company's Annual Report on Form 10-K for the year ended December 31, 1994, and
to all references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Cleveland, Ohio
August 9, 1995

<PAGE> 1

EXHIBIT 24.1

August 10, 1995

POWER OF ATTORNEY

H. P. Burg
N. C. Brink
c/o Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

J. H. Byington
M. F. Cusick
c/o Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004

Dear Sirs:

Ohio Edison Company (the "Company") and Ohio Edison Financing
Trust (the "Issuer") propose to file with the Securities and Exchange
Commission a registration statement or registration statements on Form S-3
under the Securities Act of 1933 with respect to the issuance of up to
$115,000,000 aggregate liquidation amount of ___% Trust Preferred Capital
Securities, Series A, by the Issuer, and the issuance of up to $118,556,702
aggregate principal amount of ___% Junior Subordinated Debentures, Series A,
Due 2025, by the Company to the Issuer.

The undersigned directors and officers of said Company,
individually as a director and/or as an officer of said Company, hereby make,
constitute and appoint each of you the true and lawful attorney for each of the
undersigned, and in each of the names, places and steads of the undersigned,
and hereby authorize

<PAGE> 2

you or any one of you to execute, as such attorney-in-fact for each of the
undersigned directors and officers, and cause to be filed with said Commission,
said registration statement and any appropriate amendment or amendments
thereto, to be accompanied by a prospectus and any appropriately amended
prospectus and by any necessary exhibits.
Very truly yours,

<TABLE>
<S> <C>
/s/ W. R. HOLLAND /s/ CAROL A. CARTWRIGHT
_________________________ _________________________
W. R. HOLLAND CAROL A. CARTWRIGHT

/s/ DONALD C. BLASIUS /s/ R. L. LOUGHHEAD
_________________________ ________________________
DONALD C. BLASIUS R. L. LOUGHHEAD

/s/ ROBERT H. CARLSON /s/ GLENN H. MEADOWS
_________________________ ________________________
ROBERT H. CARLSON GLENN H. MEADOWS

/s/ ROBERT M. CARTER /s/ PAUL J. POWERS
_________________________ ________________________
ROBERT M. CARTER PAUL J. POWERS

/s/ CHARLES W. RAINGER /s/ GEORGE M. SMART
_________________________ ________________________
CHARLES W. RAINGER GEORGE M. SMART

/s/ JESSE T. WILLIAMS, SR. /s/ H. P. BURG
_________________________ _________________________
JESSE T. WILLIAMS, SR. H. P. BURG
</TABLE>

-2-

<PAGE> 1

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________

_________________

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

<TABLE>
<S> <C>
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)

48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
</TABLE>

_________________

OHIO EDISON FINANCING TRUST
(Exact name of obligor as specified in its charter)

<TABLE>
<S> <C>
Delaware To be Applied For
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

76 South Main Street
Akron, Ohio 44308
(Address of principal executive offices) (Zip code)
</TABLE>

_________________

[__]% Trust Preferred Capital Securities, Series A*
(Title of the indenture securities)

*Specific title to be determined in connection with sale of Trust Preferred
Capital Securities

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

<TABLE>
<S> <C>
Superintendent of Banks of the 2 Rector Street, New York, N.Y. 10006
State of New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation 550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association New York, N.Y.
</TABLE>

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None. (See Note on page 2.)*

ITEM 16. LIST OF EXHIBITS.

Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an exhibit hereto, pursuant
to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of
the Commission's Rules of Practice.

1. -A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)

4. -A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)

6. -The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)

7. -A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority. (Exhibit 7 to Form T-1 of
The Bank of New York filed as Exhibit 25.1 to Registration
Statement No. 33-59953.)

__________________________________

*Pursuant to General Instruction B, the Trustee has responded only to
Items 1, 2 and 16 of this form since to the best of the knowledge of the
Trustee the obligor is not in default under any indenture under which the
Trustee is a trustee.

<PAGE> 3
NOTE

Inasmuch as this Form T-1 is being filed prior to the
ascertainment by the Trustee of all facts on which to base a responsive answer
to Item 2, the answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank
of New York, a corporation organized and existing under the laws of the State
of New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 8th day of August, 1995.

THE BANK OF NEW YORK

By: LUCILLE FIRRINCIELI
----------------------------------
Lucille Firrincieli
Assistant Vice President

-3-

<PAGE> 1

EXHIBIT 25.2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________

_________________

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

<TABLE>
<S> <C>
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)

48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
</TABLE>

_________________

OHIO EDISON COMPANY
(Exact name of obligor as specified in its charter)

<TABLE>
<S> <C>
Ohio 34-0437786
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

76 South Main Street
Akron, Ohio 44308
(Address of principal executive offices) (Zip code)
</TABLE>

_________________

Guarantee with respect to
Ohio Edison Financing Trust [__]% Trust Preferred Capital Securities, Series A*
(Title of the indenture securities)

*Specific title to be determined in connection with sale of Trust Preferred
Capital Securities

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None. (See Note on page 2.)*

ITEM 16. LIST OF EXHIBITS.

4. -A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33- 31019.)

6. -The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)

__________________________________

<PAGE> 3
NOTE

Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.

SIGNATURE

THE BANK OF NEW YORK

By: LUCILLE FIRRINCIELI
-------------------------------
Lucille Firrincieli
Assistant Vice President

-3-

<PAGE> 1

EXHIBIT 25.3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________

_________________

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

<TABLE>
<S> <C>
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)

48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
</TABLE>

_________________

OHIO EDISON COMPANY
(Exact name of obligor as specified in its charter)

<TABLE>
<S> <C>
Ohio 34-0437786
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

76 South Main Street
Akron, Ohio 44308
(Address of principal executive offices) (Zip code)
</TABLE>

_________________

[__]% Junior Subordinated Debentures, Series A, Due 2025*
(Title of the indenture securities)

*Specific title to be determined in connection with sale of Junior Subordinated
Debentures

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None. (See Note on page 2.)*

ITEM 16. LIST OF EXHIBITS.

4. -A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33- 31019.)

6. -The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)

__________________________________

<PAGE> 3
NOTE

Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.

SIGNATURE

THE BANK OF NEW YORK

By: LUCILLE FIRRINCIELI
-------------------------------
Lucille Firrincieli
Assistant Vice President