OHIO EDISON CO, S-4, 1996-03-06

OHIO EDISON CO
S-4, 1996-03-06
ELECTRIC SERVICES

Previous: OFFSHORE LOGISTICS INC, 8-K, 1996-03-06

Next: OLSTEN CORP, 10-K, 1996-03-06

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1996

REGISTRATION NO. 33-[ ] AND 33-[ ]-01
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<S> <C>
OHIO EDISON FINANCING TRUST II OHIO EDISON COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED (EXACT NAME OF REGISTRANT AS
IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
</TABLE>

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

<TABLE>
<S> <C>
DELAWARE OHIO
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
TO BE APPLIED FOR 34-0437786
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER 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. ASHCOM
SECRETARY
76 SOUTH MAIN STREET
AKRON, OHIO 44308
(216) 384-5504
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

THE COMMISSION IS REQUESTED TO MAIL SIGNED COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS TO:

<TABLE>
<S> <C>
MICHAEL F. CUSICK VINCENT PAGANO, JR.
WINTHROP, STIMSON, PUTNAM & ROBERTS SIMPSON THACHER & BARTLETT
ONE BATTERY PARK PLAZA 425 LEXINGTON AVENUE
NEW YORK, NY 10004-1490 NEW YORK, NY 10017-3954
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the Exchange Offer (the "Offer") described in the enclosed
Prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Securities of Ohio Edison
Financing Trust II and Junior Subordinated
Debentures of Ohio Edison Company......... 3,600,000(1) $24.875(2) $89,550,000(3) $30,880
- - ------------------------------------------------------------------------------------------------------------
Guarantee of the Preferred Securities by
Ohio Edison Company....................... (4)
- - ------------------------------------------------------------------------------------------------------------
Total....................................... 3,600,000 $24.875 $89,550,000 $30,880
- - ------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated maximum amount of each class of securities listed above issuable
by Ohio Edison Company and Ohio Edison Financing Trust II pursuant to the
Offer as described herein.

(2) Holders of shares of 7.75% Class A Preferred Stock, $25 par value, will
receive one Preferred Security for each share tendered and accepted.

(3) Calculated in accordance with Rule 457(f) under the Securities Act of 1933.

(4) Includes the rights of holders of the Preferred Securities under the
Guarantee and certain back-up undertakings as described in the Registration
Statement. Pursuant to Rule 457(n) under the Securities Act of 1933, no fee
is payable with respect to the Guarantee.
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE> 2

CROSS REFERENCE SHEET

OHIO EDISON COMPANY

OHIO EDISON FINANCING TRUST II

CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING
LOCATION IN PROSPECTUS OF ITEMS OF FORM S-4

<TABLE>
<CAPTION>
FORM S-4 ITEM NO. CAPTION IN PROSPECTUS
------------------------------------------- --------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus... Outside Front Cover Page; Inside Front Cover
Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ Inside Front Cover Page; Available
Information; Incorporation of Certain
Documents by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information............ Prospectus Summary; Risk Factors and Special
Considerations Relating to the Offer; Ohio
Edison Company; Certain Consolidated
Financial Information of Ohio Edison; Ohio
Edison Financing Trust II
4. Terms of the Transaction................... Prospectus Summary; Comparison of Preferred
Securities and Class A Shares; Certain
Consolidated Financial Information of Ohio
Edison; The Offer; Description of the
Preferred Securities; Description of the
Preferred Securities Guarantee;
Description of the Subordinated
Debentures; Taxation
5. Pro Forma Financial Information............ Not Applicable
6. Material Contacts with the Company Being
Acquired................................. Not Applicable
7. Additional Information Required for
Reoffering by Persons and Parties Deemed
to be Underwriters....................... Not Applicable
8. Interests of Named Experts and Counsel..... Legal Matters
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. Not Applicable
10. Information with Respect to S-3
Registrants.............................. Incorporation of Certain Documents by
Reference
11. Incorporation of Certain Information by
Reference................................ Incorporation of Certain Documents by
Reference
12. Information with Respect to S-2 or S-3
Registrants.............................. Not Applicable
13. Incorporation of Certain Information by
Reference................................ Not Applicable
14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants........ Not Applicable
15. Information with Respect to S-3
Companies................................ Not Applicable
16. Information with Respect to S-2 or S-3
Companies................................ Not Applicable
17. Information with Respect to Companies Other
Than S-3 or S-2 Companies................ Not Applicable
18. Information if Proxies, Consents or
Authorizations are to be Solicited....... Not Applicable
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or
in an Exchange Offer..................... Incorporation of Certain Documents by
Reference
</TABLE>
<PAGE> 3

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 6, 1996
PROSPECTUS

OHIO EDISON FINANCING TRUST II
OFFER TO EXCHANGE ITS

[ ]% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPRS"(SM))
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY OHIO EDISON COMPANY)

FOR UP TO 3,600,000 OUTSTANDING SHARES OF
7.75% CLASS A PREFERRED STOCK, $25 PAR VALUE,
OF

OHIO EDISON COMPANY
THE OFFER, THE PRORATION PERIOD
AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON [ ], 1996,
UNLESS THE OFFER IS EXTENDED.
------------------------

Ohio Edison Financing Trust II, a Delaware statutory business trust (the
"Trust"), hereby offers, upon the terms and subject to the conditions set forth
in this Prospectus and the accompanying Letter of Transmittal (the "Letter of
Transmittal" which, together with this Prospectus, constitute the "Offer"), to
exchange its [ ]% Trust Originated Preferred Securities(SM) ("TOPrS"(SM)),
representing preferred undivided beneficial interests in the assets of the Trust
(the "Preferred Securities"), for up to 3,600,000 of the outstanding shares of
7.75% Class A Preferred Stock, $25 par value, (the "Class A Shares") of Ohio
Edison Company, an Ohio corporation ("Ohio Edison"). Exchanges will be made on
the basis of one Preferred Security for each Class A Share validly tendered and
accepted for exchange in the Offer. As of the date of this Prospectus, there are
4,000,000 Class A Shares outstanding. Class A Shares not accepted for exchange
because of proration will be returned. Concurrent with the issuance of Preferred
Securities in exchange for Class A Shares validly tendered in the Offer, Ohio
Edison will deposit in the Trust as trust assets its [ ]% Junior Subordinated
Debentures Due 2016 (the "Subordinated Debentures"), having an aggregate
principal amount equal to the aggregate stated liquidation amount of the
Preferred Securities and the Common Securities to be issued by the Trust.
------------------------

SEE "RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFER" STARTING
ON PAGE 18 FOR A DISCUSSION OF CERTAIN FACTORS RELATING TO THE PREFERRED
SECURITIES THAT SHOULD BE CONSIDERED BY INVESTORS, INCLUDING THE PERIOD
AND CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS ON THE SUBORDINATED
DEBENTURES AND THE PREFERRED SECURITIES MAY BE DEFERRED AND THE
RELATED UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
------------------------

APPLICATION WILL BE MADE TO HAVE THE PREFERRED SECURITIES APPROVED FOR LISTING,
SUBJECT TO OFFICIAL NOTICE OF ISSUANCE, ON THE NEW YORK STOCK EXCHANGE,
INC. (THE "NYSE"). IF SUCH APPROVAL IS RECEIVED, TRADING OF THE
PREFERRED SECURITIES ON THE NYSE IS EXPECTED TO COMMENCE WITHIN
A 30-DAY PERIOD AFTER THE INITIAL DELIVERY OF THE PREFERRED
SECURITIES. SEE "LISTING AND TRADING OF PREFERRED
SECURITIES AND CLASS A SHARES."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY 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.
------------------------

Merrill Lynch & Co., has been retained as Dealer Manager to solicit
exchanges of Class A Shares for Preferred Securities. See "The Offer -- Dealer
Manager; Soliciting Dealers." The Bank of New York has been retained as Exchange
Agent in connection with the Offer. Georgeson & Company Inc. has been retained
to act as Information Agent to assist in connection with the Offer.
------------------------

The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
------------------------

The date of this Prospectus is [ ], 1996.

(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.

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 STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
<PAGE> 4

NEITHER THE BOARD OF DIRECTORS OF OHIO EDISON, OHIO EDISON, THE TRUSTEES
NOR THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF CLASS A SHARES AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF CLASS A
SHARES ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR
DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS (AS DEFINED HEREIN) OF CLASS
A SHARES MUST SUBMIT A LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER
PROCEDURES FOR TENDERING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN
AND IN THE LETTER OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE (AS DEFINED
HEREIN). SEE "THE OFFER -- PROCEDURES FOR TENDERING."

For a description of the other terms of the Offer, see "The Offer -- Terms
of the Offer", "-- Expiration Date; Extensions; Amendments; Termination",
"-- Withdrawal of Tenders" and "-- Acceptance of Shares and Proration."
Consummation of the Offer is conditioned on, among other things, receipt of at
least 1,200,000 validly tendered Class A Shares, which condition may be waived.
Application will be made to have the Preferred Securities approved for listing
on the NYSE under the symbol "[ ]", subject to official notice of issuance.
In order to satisfy the NYSE listing requirements, acceptance of Class A Shares
validly tendered in the Offer is subject to the condition that as of the
Expiration Date there be at least 400 record or beneficial holders of at least
1,000,000 Preferred Securities to be issued in exchange for such Class A Shares
(the "Minimum Distribution Condition"), which condition may not be waived. See
"The Offer -- Expiration Date; Extensions; Amendments; Termination" and
"-- Conditions to the Offer."

The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Class A Shares and promptly return all Class A Shares upon the failure of any of
the conditions specified above or in "The Offer -- Conditions to the Offer",
(ii) waive any condition to the Offer (other than the Minimum Distribution
Condition) and accept all Class A Shares previously tendered pursuant to the
Offer, (iii) extend the Expiration Date of the Offer and retain all Class A
Shares tendered pursuant to the Offer until the Expiration Date, subject,
however, to all withdrawal rights of holders, see "The Offer -- Withdrawal of
Tenders", (iv) amend the terms of the Offer or (v) modify the form of the
consideration to be paid pursuant to the Offer. Any amendment applicable to the
Offer will apply to all Class A Shares tendered pursuant to the Offer. The
minimum period during which the Offer must remain open following material
changes in the terms of the Offer or the information concerning the Offer, other
than a change in the percentage of securities sought or the price, depends upon
the facts and circumstances, including the relative materiality of such terms or
information. See "The Offer -- Expiration Date; Extensions; Amendments;
Termination."

Ohio Edison will own all of the securities representing common undivided
beneficial interests in the assets of the Trust (the "Common Securities" and,
together with the Preferred Securities, the "Trust Securities"). The Trust
exists for the exclusive purposes of (a) (i) issuing its Preferred Securities in
exchange for Class A Shares pursuant to the Offer and delivering such Class A
Shares to Ohio Edison in consideration for the deposit by Ohio Edison in the
Trust as trust assets of Subordinated Debentures having an aggregate principal
amount equal to the aggregate par value of such Class A Shares so delivered, and
(ii) issuing and selling its Common Securities to Ohio Edison for cash and using
the proceeds thereof to purchase as trust assets an equal aggregate principal
amount of Subordinated Debentures, and (b) engaging in such other activities as
are necessary, convenient or incidental thereto. The Subordinated Debentures
will be unsecured obligations of Ohio Edison and will be subordinate and junior
in right of payment to certain other indebtedness of Ohio Edison, as described
herein. Upon an event of default under the Declaration (as defined herein), the
holders of the Preferred Securities will have a preference over the holder of
the Common Securities with respect to payments in respect of distributions and
payments upon liquidation, redemption and otherwise. See "Prospectus
Summary -- Description of Preferred Securities and Subordinated Debentures."

Cash distributions on the Preferred Securities will be cumulative from the
first day following the Expiration Date (the "Accrual Date") at an annual rate
of [ ]% of the liquidation amount of $25 per

2
<PAGE> 5

Preferred Security, and will be payable quarterly in arrears on the last day of
March, June, September and December of each year, commencing on [ ], 1996
("distributions"). In addition, holders of the Preferred Securities will be
entitled to an additional cash distribution at the rate of 7.75% per annum of
the liquidation amount thereof from [ ], 1996 through the Expiration Date
("Pre-Issuance Accrued Distribution") in lieu of dividends accumulating and
unpaid after [ ], 1996 on their Class A Shares accepted for exchange, such
additional distribution to be made on [ ], 1996 to holders of the Preferred
Securities on the record date for such distribution.

The distribution payable on [ ], 1996, which will be calculated
at the above rate and based on a period that is shorter than a full quarter,
will be in the amount of $[ ] per Preferred Security. The distribution rate
and the distribution and other payment dates for the Preferred Securities will
correspond to the interest rate and interest and other payment dates on the
Subordinated Debentures, which will be the sole assets of the Trust. As a
result, if principal or interest is not paid on the Subordinated Debentures, no
amounts will be paid on the Preferred Securities. The payment of distributions
out of moneys held by the Trust, and payments on liquidation of the Trust or the
redemption of Preferred Securities, as set forth below, are guaranteed by Ohio
Edison (the "Preferred Securities Guarantee") if and to the extent the Trust has
funds available therefor. Ohio Edison's obligations under the Preferred
Securities Guarantee, taken together with its other obligations described
herein, constitute a full and unconditional guarantee by Ohio Edison of payments
due on the Preferred Securities. See "Effect of Obligations Under the
Subordinated Debentures and the Preferred Securities Guarantee" and "Description
of the Preferred Securities Guarantee." The obligations of Ohio Edison under the
Preferred Securities Guarantee are subordinate and junior in right of payment to
all other liabilities of Ohio Edison and will rank pari passu with the most
senior preferred stock issued by Ohio Edison from time to time and with any
current or future guarantee entered into by Ohio Edison in respect of any
preferred stock of any subsidiary or affiliate of Ohio Edison. If Ohio Edison
does not make principal or interest payments on the Subordinated Debentures, the
Trust will not have sufficient funds to redeem or make distributions on the
Preferred Securities, in which event the Preferred Securities Guarantee will not
apply to such redemptions or distributions until the Trust has sufficient funds
available therefor. The obligations of Ohio Edison under the Subordinated
Debentures are subordinate and junior in right of payment to all present and
future Senior Indebtedness (as defined herein) of Ohio Edison. As of December
31, 1995, Ohio Edison had approximately $3.3 billion principal amount of
indebtedness for borrowed money constituting Senior Indebtedness on a
consolidated basis.

Ohio Edison has the right to defer payments of interest on the Subordinated
Debentures by extending the interest payment period on the Subordinated
Debentures, 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. Despite such deferral, during an Extension
Period distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at an annual rate of [ ]% per annum, 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, and holders of Preferred Securities will be
required to include deferred interest income in their gross income for United
States federal income tax purposes in advance of receipt of the cash interest
payments attributable to such deferred income. There could be multiple Extension
Periods of varying lengths throughout the term of the Subordinated Debentures.
See "Description of the Subordinated Debentures -- Option to Extend Interest
Payment Period," "Risk Factors -- Option to Extend Interest Payment Period" and
"Taxation -- Original Issue Discount" and "-- Potential Extension of Payment
Period on the Subordinated Debentures." In the event of any such deferral, the
holders of the Preferred Securities do not have the right to appoint a special
representative or trustee or otherwise act to protect their interests.

The Subordinated Debentures are redeemable by Ohio Edison (in whole or in
part) from time to time, after April 1, 1998, or at any time in certain
circumstances upon the occurrence of a Tax Event (as defined herein). If Ohio
Edison redeems Subordinated Debentures, the Trust must redeem Trust Securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the Subordinated Debentures so redeemed at $25 per Trust Security plus
accrued and unpaid distributions thereon (the "Redemption Price") to the date
fixed for redemption. See "Description of the Preferred Securities -- Mandatory
Redemption."

3
<PAGE> 6

The Preferred Securities will be redeemed upon maturity of the Subordinated
Debentures. The Subordinated Debentures mature on [ ], 2016. 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
below, the Trust shall be terminated with the result that the Subordinated
Debentures will be distributed to the holders of the Trust Securities, on a pro
rata basis, in lieu of any cash distribution. In the case of the occurrence of a
Special Event that is a Tax Event, Ohio Edison will have the right in certain
circumstances to redeem the Subordinated Debentures, which would result in the
redemption by the Trust of the Trust 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 NYSE 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."

In the event of the voluntary or involuntary dissolution, winding-up or
termination of the Trust, 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 (including interest, if any,
thereon) to the date of payment, unless in connection with such dissolution,
winding-up or termination the Subordinated Debentures are distributed to the
holders of the Preferred Securities. See "Description of the Preferred
Securities -- Liquidation Distribution Upon Termination."

Ohio Edison will be the sole obligor under the Subordinated Debentures and
the Preferred Securities Guarantee and with respect to the other obligations of
Ohio Edison described herein.

The Class A Shares are listed and principally traded on the NYSE and the
Chicago Stock Exchange under the symbol "OECPrM". On [ ], 1996, the
last full day of trading prior to the first public announcement of the Offer,
the closing sales price per Class A Share on the NYSE [and the Chicago Stock
Exchange] as reported on the Composite Tape was $[ ] [and [ ]],
respectively. HOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
CLASS A SHARES. To the extent that Class A Shares are tendered and accepted in
the Offer, the terms on which untendered Class A Shares could subsequently be
sold could be adversely affected. See "Listing and Trading of Preferred
Securities and Class A Shares."

Ohio Edison will pay to Soliciting Dealers (as defined herein) designated
by the record or beneficial owner, as appropriate, of Class A Shares a
solicitation fee of $[ ] per Class A Share validly tendered and accepted for
exchange pursuant to the Offer, subject to certain conditions. Soliciting
Dealers are not entitled to a solicitation fee for Class A Shares beneficially
owned by such Soliciting Dealer. See "The Offer -- Dealer Manager; Soliciting
Dealers."

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY OHIO EDISON, THE TRUST, THE TRUSTEES OR
THE DEALER MANAGER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY EXCHANGE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF OHIO EDISON OR THE TRUST SINCE THE
RESPECTIVE DATES AS OF WHICH INFORMATION IS GIVEN HEREIN. THE OFFER IS NOT BEING
MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF CLASS A
SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER,
OHIO EDISON AND THE TRUST MAY, AT THEIR DISCRETION, TAKE SUCH ACTION AS THEY MAY
DEEM NECESSARY TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER
TO HOLDERS OF CLASS A SHARES IN SUCH JURISDICTION. IN ANY JURISDICTION THE
SECURITIES LAWS OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE

4
<PAGE> 7

OFFER IS BEING MADE ON BEHALF OF THE TRUST BY THE DEALER MANAGER OR ONE OR MORE
REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.

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 Trust have filed with the Commission a registration
statement on Form S-4 (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 Trust 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
Trust are owned by Ohio Edison, a reporting company under the Exchange Act; (ii)
the Trust has no independent operations, but exists for the sole purpose of
issuing securities representing undivided beneficial interests in the assets of
the Trust 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 Trust 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

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;

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

3. Ohio Edison's Current Report on Form 8-K dated September 7, 1995 and its
Current Report on Form 8-K dated February 23, 1996 which contains
audited financial statements of Ohio Edison for the year ended December
31, 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 Expiration Date 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.

5
<PAGE> 8

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.

In order to assure timely delivery of the documents, any request should be
made not later than five business days prior to the Expiration Date.
------------------------

THIS PROSPECTUS CONTAINS BRIEF SUMMARIES OF CERTAIN MORE DETAILED
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE. SUCH
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE DETAILED INFORMATION CONTAINED
IN THE INCORPORATED DOCUMENTS.
------------------------

6
<PAGE> 9

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information................................................................ 5
Incorporation of Certain Documents by Reference...................................... 5
Prospectus Summary................................................................... 8
Risk Factors and Special Considerations Relating to the Offer........................ 18
Comparison of Preferred Securities and Class A Shares................................ 23
Ohio Edison Company.................................................................. 27
Certain Consolidated Financial Information of Ohio Edison............................ 28
Ohio Edison Financing Trust II....................................................... 29
The Offer............................................................................ 32
Listing and Trading of Preferred Securities and Class A Shares....................... 39
Transactions and Arrangements Concerning the Offer................................... 40
Fees and Expenses; Transfer Taxes.................................................... 40
Price Range of Class A Shares........................................................ 40
Description of the Preferred Securities.............................................. 41
Description of the Preferred Securities Guarantee.................................... 51
Description of the Subordinated Debentures........................................... 54
Effect of Obligations Under the Subordinated Debentures and the Preferred Securities
Guarantee.......................................................................... 61
Description of the Class A Shares.................................................... 62
Taxation............................................................................. 64
Legal Matters........................................................................ 68
Experts.............................................................................. 68
ERISA Considerations................................................................. 69
</TABLE>

7
<PAGE> 10

PROSPECTUS SUMMARY

The following summary does not purport to be complete and is qualified in
its entirety by the detailed information contained elsewhere in, or incorporated
by reference in, this Prospectus.

OHIO EDISON FINANCING TRUST II

The Trust is a statutory business trust formed under the Delaware Business
Trust Act, as amended (the "Business Trust Act"), on March 5, 1996. The Trust's
business is defined in a Declaration of Trust which will be amended and restated
in its entirety as of the date the Trust accepts Class A Shares in the Offer
(see "The Offer -- Terms of the Offer") (as so amended and restated, the
"Declaration") substantially in the form filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. The Declaration will be
qualified as an indenture under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). Upon issuance of the Preferred Securities, the holders
thereof will own all of the issued and outstanding Preferred Securities. See
"Description of the Preferred Securities -- Book-Entry; Delivery and Form." Ohio
Edison will acquire all of the Common Securities in an aggregate liquidation
amount equal to 3% of the total capital of the Trust. The Trust exists for the
exclusive purposes of (a) (i) issuing its Preferred Securities in exchange for
Class A Shares pursuant to the Offer and delivering such Class A Shares to Ohio
Edison in consideration of the deposit by Ohio Edison in the Trust as trust
assets of Subordinated Debentures having an aggregate principal amount equal to
the aggregate par value of such Class A Shares so delivered, and (ii) issuing
and selling its Common Securities to Ohio Edison for cash and using the proceeds
thereof to purchase as trust assets an equal aggregate principal amount of
Subordinated Debentures and (b) engaging in such other activities as are
necessary, convenient or incidental thereto. The rights of the holders of the
Preferred Securities, including economic rights, rights to information and
voting rights, are set forth in the Declaration, the Business Trust Act and the
Trust Indenture Act. See "Description of the Preferred Securities."

The Trust's business and affairs will be conducted by the trustees (the
"Company Trustees") appointed by Ohio Edison, as holder of the Common
Securities. The duties and obligations of the Company Trustees shall be governed
by the Declaration and the Business Trust Act and, in the case of the Property
Trustee (as defined below), the Trust Indenture Act. Pursuant to the
Declaration, the number of Company Trustees will initially be four. Two of the
Company Trustees (the "Regular Trustees") will be persons who are employees or
officers of, or affiliated with, Ohio Edison. A third trustee will be a
financial institution unaffiliated with Ohio Edison that will serve as property
trustee (the "Property Trustee") under the Declaration and as indenture trustee
for purposes of the Trust Indenture Act. The Bank of New York will act as the
Property Trustee until removed or replaced by the holder of the Common
Securities. The Bank of New York will also act as indenture trustee under the
Preferred Securities Guarantee (the "Preferred Guarantee Trustee"). See
"Description of the Preferred Securities Guarantee." The fourth trustee of the
Trust will be a financial institution or an affiliate thereof which maintains a
principal place of business in the State of Delaware (the "Delaware Trustee").
The Bank of New York (Delaware) will act as the Delaware Trustee.

The Property Trustee will hold title to the Subordinated Debentures for the
benefit of the Trust and holders of the Trust Securities and will have the power
to exercise all rights, powers and privileges under the Indenture (as defined
herein) as the holder of the Subordinated Debentures. In addition, the Property
Trustee will maintain exclusive control of a segregated non-interest bearing
trust account (the "Property Account") to hold all payments made in respect of
the Subordinated Debentures for the benefit of the Trust and holders of the
Trust Securities. The Property Trustee will make payments of distributions and
payments on liquidation, redemption and otherwise to the holders of the Trust
Securities out of funds from the Property Account. The Preferred Guarantee
Trustee will hold the Preferred Securities Guarantee for the benefit of the
holders of the Preferred Securities. Ohio Edison, as the holder of all the
Common Securities, will have the right to appoint, remove or replace any Company
Trustee and to increase or decrease the number of Company Trustees, provided
that the number of Company Trustees shall be at least three if the Property
Trustee is not also the Delaware Trustee. Ohio Edison will pay all fees,
expenses, debts and obligations (other than with respect to the Trust
Securities) related to the Trust and the offering of the Trust Securities.

8
<PAGE> 11

CERTAIN POTENTIAL BENEFITS AND RISKS TO INVESTORS

Prospective exchanging holders of Class A Shares who plan to participate in
the Offer should carefully review the information contained elsewhere in this
Prospectus prior to making a decision regarding the Offer and should
particularly consider the following matters:

POTENTIAL BENEFITS TO EXCHANGING HOLDERS

- The cash distributions rate on the Preferred Securities will be [ ]
basis points greater than the dividend rate on the Class A Shares. See
"Comparison of Preferred Securities and Class A Shares."

- Although the obligations of Ohio Edison under the Subordinated Debentures
and the Preferred Securities Guarantee are unsecured and will be subordinated
and junior in right of payment to all Senior Indebtedness (as herein defined) of
Ohio Edison, they will be senior to all capital stock of Ohio Edison now or
hereafter issued by Ohio Edison (including the Class A Shares), except that Ohio
Edison's obligations under the Preferred Securities Guarantee will rank pari
passu with the most senior preferred or preference stock issued by Ohio Edison
from time to time and with any current or future guarantee by Ohio Edison in
respect of any preferred or preference stock of any subsidiary or affiliate of
Ohio Edison.

- While no dividends are required to be paid with respect to the Class A
Shares, interest payments on the Subordinated Debentures and therefore
distributions on the Preferred Securities may not be deferred for more than 20
consecutive quarterly interest periods. Any Extension Period with respect to
payment of interest on the Subordinated Debentures will also apply to
distributions with respect to the Preferred Securities. Moreover, Ohio Edison
may defer interest payments on the Subordinated Debentures only if it does not
declare or pay dividends on, or redeem, purchase or make a distribution or
liquidation payment with respect to, any of its capital stock (except under
certain circumstances). See "Description of the Preferred Securities." However,
to date, Ohio Edison has made each quarterly dividend payment with respect to
the Class A Shares on the scheduled dividend payment date. In addition, such
dividends accrue whether or not they are declared. See "Description of the Class
A Shares -- Dividends."

- The Offer will allow Ohio Edison to achieve certain tax efficiencies
because, in contrast to dividend payments with respect to the Class A Shares
which are not deductible by Ohio Edison, Ohio Edison will be able to deduct
interest payments on the Subordinated Debentures for United States federal
income tax purposes. See "The Offer -- Purpose of the Offer."

- So long as payments of interest and other payments are made when due on
the Subordinated Debentures, such payments will be sufficient to cover cash
distributions and other payments made on the Trust Securities because (i) the
aggregate principal amount of Subordinated Debentures will be equal to the sum
of (x) the aggregate stated liquidation amount of the Preferred Securities
issued by the Trust in exchange for the Class A Shares accepted in the Offer and
(y) the amount of proceeds received by the Trust from the issuance of the Common
Securities to Ohio Edison, which proceeds will be used by the Trust to purchase
an equal principal amount of Subordinated Debentures, (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 Trust
Securities, (iii) Ohio Edison shall pay for all costs, expenses, debts and
obligations of the Trust (other than with respect to the Trust Securities), and
(iv) the Declaration further provides that the Regular Trustees shall not take
any action that is inconsistent with the purposes of the Trust. See "Ohio Edison
Financing Trust II," "Description of the Preferred Securities," "Description of
the Subordinated Debentures" and "Effect of Obligations Under the Subordinated
Debentures and the Preferred Securities Guarantee."

- The Trust will have no independent operations and will exist for the sole
purposes of effecting the Offer and issuing the Trust Securities as described
herein and owning and holding the Subordinated Debentures. See "Ohio Edison
Financing Trust II."

- The Property Trustee will have the power to exercise all rights, powers
and privileges under the Indenture (as defined herein) as the holder of the
Subordinated Debentures, including its rights to enforce Ohio Edison's
obligations under the Subordinated Debentures upon the occurrence of an
Indenture Event of

9
<PAGE> 12

Default (as defined herein). Upon the occurrence of an Event of Default under
the Preferred Securities Guarantee, the Preferred Guarantee Trustee shall
enforce the Preferred Securities Guarantee on behalf of the holders of the
Preferred Securities. In addition, the holders of the Preferred Securities will
have certain rights to direct the Property Trustee and the Preferred Guarantee
Trustee with respect to certain matters under the Declaration and the Preferred
Securities Guarantee, respectively. If the Preferred Guarantee Trustee fails to
enforce the Preferred Securities Guarantee, any holder of Preferred Securities
may institute a legal proceeding against Ohio Edison to enforce the Preferred
Securities Guarantee. See "Description of the Preferred Securities" and
"Description of the Preferred Securities Guarantee."

POTENTIAL RISKS TO EXCHANGING HOLDERS

- Participation in the Offer will be a taxable event for holders of Class A
Shares. See "Risk Factors and Special Considerations Relating to the
Offer -- Exchange of Class A Shares for Preferred Securities Is a Taxable
Event."

- The obligations of Ohio Edison under (i) the Subordinated Debentures and
the Preferred Securities Guarantee are subordinate in right of payment to all
Senior Indebtedness (as defined herein) of Ohio Edison, and (ii) the Preferred
Securities Guarantee is also subordinate in right of payment to the Subordinated
Debentures. See "Risk Factors and Special Considerations Relating to the
Offer -- Ranking of Subordinated Obligations Under Preferred Securities
Guarantee and Subordinated Debentures"; and "-- Trust Distributions Dependent on
Ohio Edison's Payments on Subordinated Debentures."

- If Ohio Edison were to default in its obligation to pay amounts payable
on the Subordinated Debentures, the Trust would lack available funds for the
payment of distributions or amounts payable on redemption of the Preferred
Securities or otherwise. In addition, the interest payment period on the
Subordinated Debentures may be extended from time to time under certain
circumstances by Ohio Edison, in its sole discretion, for up to 20 consecutive
quarterly interest periods. See "Risk Factors and Special Considerations
Relating to the Offer -- Ranking of Subordinated Obligations Under Preferred
Securities Guarantee and Subordinated Debentures"; "-- Rights Under the
Preferred Securities Guarantee"; "-- Enforcement of Certain Rights by Holders of
Preferred Securities"; "-- Option to Extend Interest Payment Period"; and
"-- Trading Price of Preferred Securities."

- Should Ohio Edison not make interest or other payments on the
Subordinated Debentures for any reason, including as a result of Ohio Edison's
election to defer payments of interest on the Subordinated Debentures by
extending the interest payment period on the Subordinated Debentures, the Trust
will not make distributions or other payments on the Trust Securities. In such
an event, holders of the Preferred Securities would not be able to rely on the
Preferred Securities Guarantee since the Preferred Securities Guarantee covers
distributions and other payments on the Preferred Securities only if and to the
extent that Ohio Edison has made a payment to the Trust of interest or principal
on the Subordinated Debentures deposited in the Trust as trust assets. See "Risk
Factors and Special Considerations Relating to the Offer -- Rights Under the
Preferred Securities Guarantee"; and "-- Enforcement of Certain Rights by
Holders of Preferred Securities."

- If Ohio Edison elects to defer payments of interest on the Subordinated
Debentures by extending the interest period on the Subordinated Debentures,
distributions on the Preferred Securities would also be deferred but the Trust
would continue to accrue interest income (as original issue discount) in respect
of such Subordinated Debentures which would be taxable to beneficial owners of
Preferred Securities. As a result, beneficial owners of Preferred Securities
during an Extension Period would include their pro rata share of the interest in
gross income in advance of the receipt of cash. See "Risk Factors and Special
Considerations Relating to the Offer -- Option to Extend Interest Payment
Period"; and "Taxation -- Original Issue Discount."

- Holders of Preferred Securities will have limited voting rights and will
not be entitled to vote to appoint, remove or replace, or to increase or
decrease the number of, Company Trustees, which voting rights are vested
exclusively in the holder of the Common Securities. See "Risk Factors and
Special Considerations Relating to the Offer -- Limited Voting Rights" and
"Description of the Preferred Securities -- Voting Rights." Holders

10
<PAGE> 13

of Class A Shares also have limited voting rights. However, if four quarterly
dividends payable on the Class A Shares or any series of Ohio Edison's Preferred
Stock, $100 Par Value (the "$100 Preferred Stock") shall be in default, in whole
or in part, and thereafter until all defaults have been cured, the holders of
the Class A Shares and the $100 Preferred Stock shall have the exclusive right,
voting separately and as a single class, each share of $100 Preferred Stock
being counted as one and each Class A Share being counted as one-quarter, (i) to
elect the smallest number of directors which shall constitute a majority of the
directors of Ohio Edison, and (ii) to vote in all matters with respect to the
governing of the affairs of Ohio Edison other than the election of directors.
See "Risk Factors and Special Considerations Relating to the Offer -- Limited
Voting Rights."

- While the Class A Shares are not redeemable on or prior to April 1, 1998,
the Subordinated Debentures (and thus the Preferred Securities), though
generally not redeemable on or prior to April 1, 1998 as well, in certain
circumstances will be redeemable at any time prior to their maturity upon the
occurrence of a Tax Event (as defined herein). See "Risk Factors and Special
Considerations Relating to the Offer -- Special Event Redemption or
Distribution."

- While dividends with respect to Class A Shares are eligible for the
dividends received deduction for corporate holders, distributions on the
Preferred Securities are not eligible for the dividends received deduction for
corporate holders.

- While the Preferred Securities are expected to be approved for listing on
the NYSE, subject to official notice of issuance, the Preferred Securities are a
new issue of securities with no established trading market. In addition,
liquidity of the Preferred Securities will be affected by the number of Class A
Shares exchanged in the Offer. See "Risk Factors and Special Considerations
Relating to the Offer -- Lack of Established Trading Market for Preferred
Securities."

- Under certain circumstances, Subordinated Debentures could be distributed
to holders of Trust Securities. In such event, the Trust would be dissolved and
the holders would become holders of Subordinated Debentures. While Ohio Edison
will use its best efforts in such a situation to have the Subordinated
Debentures listed on the NYSE, there is no guarantee that such listing will take
place or that a market will exist for such Subordinated Debentures. See "Risk
Factors and Special Considerations Relating to the Offer -- Special Event
Redemption or Distribution."

POTENTIAL RISKS TO NON-EXCHANGING HOLDERS

- The liquidity and trading market for untendered Class A Shares could be
adversely affected to the extent Class A Shares are tendered and accepted in the
Offer. See "Risk Factors and Special Considerations Relating to the
Offer -- Reduced Trading Market for Class A Shares."

- The Subordinated Debentures will rank senior in right of payment to the
untendered Class A Shares. See "Risk Factors and Special Considerations Relating
to the Offer -- Ranking of Subordinated Obligations Under Preferred Securities
Guarantee and Subordinated Debentures."

THE OFFER

PURPOSE OF THE OFFER

The purpose of the Offer is to refinance the Class A Shares with the
Preferred Securities to achieve certain tax efficiencies while preserving Ohio
Edison's flexibility with respect to future financings. This refinancing will
permit Ohio Edison to deduct interest payable on the Subordinated Debentures for
United States federal income tax purposes; dividends payable on the Class A
Shares are not deductible. See "The Offer -- Purpose of the Offer."

TERMS OF THE OFFER

Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, the Trust hereby offers to exchange its Preferred
Securities for up to 3,600,000 of the outstanding Class A Shares of

11
<PAGE> 14

Ohio Edison. Exchanges will be made on the basis of one Preferred Security for
each Class A Share validly tendered and accepted for exchange in the Offer. See
"The Offer -- Terms of the Offer."

EXPIRATION DATE; WITHDRAWALS

Upon the terms and conditions of the Offer, including the provisions
relating to proration described herein, the Trust will accept for exchange up to
3,600,000 Class A Shares validly tendered and not withdrawn prior to 12:00
Midnight, New York City time, on [ ], 1996, or if the Offer is
extended by the Trust, in its sole discretion, the latest date and time to which
the Offer has been extended (the "Expiration Date"). Tenders of Class A Shares
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date
and, unless accepted for exchange by the Trust, may be withdrawn at any time
after 40 Business Days (as defined herein) after the date of this Prospectus.
Class A Shares not accepted because of proration will be returned to the
tendering holders at the Trust's expense as promptly as practicable following
the Expiration Date. A "Business Day" shall mean any day other than a day on
which banking institutions in The City of New York are authorized or required by
law to close. See "The Offer -- Expiration Date; Extensions; Amendments;
Termination", "-- Withdrawal of Tenders" and "-- Acceptance of Shares and
Proration." Tenders must be made to the Exchange Agent in order to be valid.

CONDITIONS TO THE OFFER; EXTENSIONS; AMENDMENTS; TERMINATION

Consummation of the Offer is conditioned on, among other things, (i)
receipt of at least 1,200,000 validly tendered Class A Shares, which condition
may be waived by the Trust, and (ii) tenders by a sufficient number of holders
of Class A Shares to meet the Minimum Distribution Condition, which condition
may not be waived. See "The Offer -- Conditions to the Offer" and "-- Expiration
Date; Extensions; Amendments; Termination."

The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Class A Shares and promptly return all Class A Shares, upon the failure of any
of the conditions referred to above, (ii) waive any condition to the Offer
(other than the Minimum Distribution Condition) and accept all Class A Shares
previously tendered pursuant to the Offer, (iii) extend the Expiration Date of
the Offer and retain all Class A Shares tendered pursuant to the Offer until the
Expiration Date, subject, however, to all withdrawal rights of holders, see "The
Offer -- Withdrawal of Tenders", (iv) amend the terms of the Offer or (v) modify
the form of the consideration to be paid pursuant to the Offer. Any amendment
applicable to the Offer will apply to all Class A Shares tendered pursuant to
the Offer. The minimum period during which the Offer must remain open following
material changes in the terms of the Offer or the information concerning the
Offer, other than a change in the percentage of securities sought or the price,
depends upon the facts and circumstances, including the relative materiality of
such terms or information. See "The Offer -- Conditions to the Offer" and
"-- Expiration Date; Extensions; Amendments; Termination."

PROCEDURES FOR TENDERING

Each holder of Class A Shares wishing to participate in the Offer must (i)
properly complete and sign the Letter of Transmittal or a facsimile thereof (all
references in this Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) in accordance with the instructions contained
herein and in the Letter of Transmittal, together with any required signature
guarantees, and deliver the same to The Bank of New York, as Exchange Agent, at
one of its addresses set forth on the back cover page hereof, prior to the
Expiration Date and either (a) certificates for the Class A Shares must be
received by the Exchange Agent at such address or (b) such Class A Shares must
be transferred pursuant to the procedures for book-entry transfer described
herein and a confirmation of such book-entry transfer must be received by the
Exchange Agent, in each case prior to the Expiration Date, or (ii) comply with
the guaranteed delivery procedures described herein. See "The
Offer -- Procedures for Tendering."

IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS OF CLASS A SHARES MUST SUBMIT
A LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER PROCEDURES FOR

12
<PAGE> 15

TENDERING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE LETTER
OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE.

LETTERS OF TRANSMITTAL, CLASS A SHARES AND ANY OTHER REQUIRED DOCUMENTS
SHOULD BE SENT ONLY TO THE EXCHANGE AGENT -- NOT TO OHIO EDISON, THE TRUST, THE
TRUSTEES, THE DEALER MANAGER OR THE INFORMATION AGENT.

SPECIAL PROCEDURE FOR BENEFICIAL OWNERS

Any beneficial owner whose Class A Shares are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender such Class A Shares should contact such registered holder promptly and
instruct such registered holder to tender on such beneficial owner's behalf. If
such beneficial owner wishes to tender on its own behalf, such owner must, prior
to completing and executing a Letter of Transmittal and delivering its Class A
Shares, either make appropriate arrangements to register ownership of the Class
A Shares in such owner's name or obtain a properly completed stock power from
the registered holder. The transfer of registered ownership may take
considerable time and may not be able to be completed prior to the Expiration
Date. See "The Offer -- Procedures for Tendering -- Special Procedure for
Beneficial Owners."

GUARANTEED DELIVERY PROCEDURES

If a holder of Class A Shares desires to accept the Offer and time will not
permit a Letter of Transmittal or Class A Shares to reach the Exchange Agent
before the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected in accordance with the
guaranteed delivery procedures set forth in "The Offer -- Procedures for
Tendering -- Guaranteed Delivery."

ACCEPTANCE OF SHARES AND PRORATION

Upon the terms and subject to the conditions of the Offer, including the
Minimum Distribution Condition, if 3,600,000 or fewer Class A Shares have been
validly tendered and not withdrawn prior to the Expiration Date, the Trust will
accept for exchange all such Class A Shares. Upon the terms and subject to the
conditions of the Offer, if more than 3,600,000 Class A Shares (or, if decreased
as described herein, such lesser number as the Trust may elect to purchase
pursuant to the Offer) have been validly tendered and not withdrawn prior to the
Expiration Date, the Trust will accept for exchange Class A Shares from each
tendering holder on a pro rata basis, subject to adjustment to avoid the
acceptance for exchange of fractional shares.

If the Trust decides, in its sole discretion, to increase or decrease the
number of Class A Shares sought in the Offer or to increase or decrease the
consideration offered to holders of Class A Shares, and if the Offer is
scheduled to expire less than ten Business Days from and including the date that
notice of such increase or decrease is first published, sent or given in the
manner specified in "The Offer -- Terms of the Offer" and "-- Expiration Date;
Extensions; Amendments; Termination," then the Offer will remain open for a
minimum of ten Business Days from and including the date of such notice.

All Class A Shares not accepted pursuant to the Offer, including shares not
purchased because of proration, will be returned to the tendering holders at the
Trust's expense as promptly as practicable following the Expiration Date.

DELIVERY OF PREFERRED SECURITIES

Subject to the terms and conditions of the Offer, the delivery of the
Preferred Securities to be issued pursuant to the Offer will occur as promptly
as practicable following the Expiration Date. See "The Offer -- Terms of the
Offer" and "-- Expiration Date; Extensions; Amendments; Termination."

13
<PAGE> 16

"The Offer -- Procedures for Tendering"), the Trust does not expect that it
would be able to announce the final proration factor or to commence the exchange
for any shares of Class A Shares pursuant to the Offer until approximately five
Business Days after the Expiration Date. Preliminary results of the proration
will be announced by press release as promptly as practicable after the
Expiration Date. Holders of Class A Shares may obtain such preliminary
information from the Dealer Manager or the Information Agent and may also be
able to obtain such information from their brokers.

Until the final proration factors are known, the Trust will not issue any
Preferred Securities in exchange for any Class A Shares accepted for exchange
pursuant to the Offer or return Class A Shares delivered to the Exchange Agent
but not tendered or return Class A Shares tendered but not accepted for exchange
because of proration.

DESCRIPTION OF PREFERRED SECURITIES AND
SUBORDINATED DEBENTURES

PREFERRED SECURITIES OFFERED

3,600,000 [ ]% Trust Originated Preferred Securities evidencing
preferred undivided beneficial interests in the assets of the Trust are offered
hereby. Holders of the Preferred Securities are entitled to receive cumulative
cash distributions at an annual rate of [ ]% of the liquidation amount of
$25 per Preferred Security, accruing from [ ], 1996 and payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing on [ ], 1996. [The distribution payable on
[ ], 1996, which will be calculated at the above rate and based on a
period that is shorter than a full quarter, will be in the amount of
$[ ] per Preferred Security.] In addition, holders of Preferred
Securities will be entitled to an additional cash distribution at the rate of
7.75% per annum of the liquidation amount thereof from [ ], 1996
through the Expiration Date in lieu of dividends accumulating and unpaid after
[ ], 1996 on their Class A Shares accepted for exchange, such
additional distribution to be made on [ ], 1996 to holders of the
Preferred Securities on the record date for such distribution. The distribution
rate and the distribution and other payment dates for the Preferred Securities
will correspond to the interest rate and interest and other payment dates on the
Subordinated Debentures, which will be the sole assets of the Trust. As a
result, if principal or interest is not paid on the Subordinated Debentures, no
amounts will be paid on the Preferred Securities. See "Description of the
Preferred Securities."

SUBORDINATED DEBENTURES

There will be deposited in the Trust as trust assets (i) Subordinated
Debentures having an aggregate principal amount equal to the aggregate stated
liquidation amount of the Preferred Securities issued by the Trust in exchange
for the Class A Shares accepted in the Offer and (ii) Subordinated Debentures
having an aggregate principal amount equal to the amount of proceeds received by
the Trust from the sale of the Common Securities to Ohio Edison. The
Subordinated Debentures will be subordinate and junior in right of payment to
all Senior Indebtedness of Ohio Edison. See "Description of the Subordinated
Debentures -- Subordination."

PREFERRED SECURITIES GUARANTEE

Payment of distributions out of moneys held by the Trust, and payments on
liquidation of the Trust or the redemption of Preferred Securities, are
guaranteed by Ohio Edison if and to the extent the Trust has funds available
therefor. If Ohio Edison does not make principal or interest payments on the
Subordinated Debentures, the Trust will not have sufficient funds to redeem or
make distributions on the Preferred Securities, in which event the Preferred
Securities Guarantee will not apply to such redemptions or distributions until
the Trust has sufficient funds available therefor. Ohio Edison's obligations
under the Preferred Securities Guarantee, taken together with its other
obligations described herein, constitute a full and unconditional guarantee by
Ohio Edison of payments due on the Preferred Securities. See "Effect of

14
<PAGE> 17

Obligations Under the Subordinated Debentures and the Preferred Securities
Guarantee" and "Description of the Preferred Securities Guarantee." The
obligations of Ohio Edison under the Preferred Securities Guarantee are
subordinate and junior in right of payment to all other liabilities of Ohio
Edison and will rank pari passu with the most senior preferred stock issued by
Ohio Edison from time to time and with any guarantee that may be entered into by
Ohio Edison in respect of any preferred stock of any subsidiary or affiliate of
Ohio Edison. See "Risk Factors and Special Considerations Relating to the
Offer -- Ranking of Obligations Under the Preferred Securities Guarantee and the
Subordinated Debentures" and "-- Rights under the Preferred Securities
Guarantee" and "Description of the Preferred Securities Guarantee."

INTEREST DEFERRAL

Ohio Edison has the right to defer payments of interest on the Subordinated
Debentures by extending the interest payment period on the Subordinated
Debentures, at any time and from time to time, for up to 20 consecutive
quarters. If interest payments on the Subordinated Debentures are so deferred,
distributions on the Preferred Securities will also be deferred. However, the
right to defer payments of interest will not apply to Pre-Issuance Accrued
Distribution. During any deferral, distributions will continue to 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 law) thereafter until paid on the same basis. There could be
multiple Extension Periods of varying lengths throughout the term of the
Subordinated Debentures. During an Extension Period, holders of Preferred
Securities will be required to include deferred interest income in their gross
income in advance of receipt of the cash interest payments attributable thereto.
See "Description of the Preferred Securities -- Voting Rights," "Description of
the Subordinated Debentures -- Option to Extend Interest Payment Period" and
"Taxation -- Original Issue Discount."

MANDATORY REDEMPTION OF PREFERRED SECURITIES

Unless previously redeemed pursuant to the optional or special redemption
provisions described below, each of the outstanding Preferred Securities will be
redeemed by the Trust, in cash, on [ ], 2016, which is the maturity
date of the Subordinated Debentures, at the Redemption Price, which is equal to
(a) $25 per Preferred Security plus (b) accrued and unpaid distributions thereon
to the date of redemption. See "Description of the Preferred
Securities -- Mandatory Redemption."

OPTIONAL AND SPECIAL REDEMPTION

The Subordinated Debentures are redeemable by Ohio Edison in whole or in
part, from time to time, after April 1, 1998, or at any time in certain
circumstances upon the occurrence of a Tax Event, in each case at a price equal
to (a) 100% of the principal amount of Subordinated Debentures to be redeemed
plus (b) accrued and unpaid interest thereon to the date of redemption. If Ohio
Edison redeems Subordinated Debentures, the Trust must redeem Trust Securities,
including the Preferred Securities, having an aggregate liquidation amount equal
to the aggregate principal amount of the Subordinated Debentures so redeemed at
the Redemption Price. See "Description of the Preferred Securities -- Mandatory
Redemption" and "-- Special Event Redemption or Distribution."

VOTING RIGHTS

Holders of Preferred Securities will have limited voting rights and will
not be entitled to vote to appoint, remove or replace, or to increase or
decrease the number of, Company Trustees, which voting rights are vested
exclusively in the holder of the Common Securities. See "Description of the
Preferred Securities -- Voting Rights."

LISTING

Application has been made to have the Preferred Securities approved for
listing, subject to official notice of issuance, on the NYSE under the symbol
"OECPrM." Trading of the Preferred Securities on the NYSE is expected to
commence within a 30-day period after the initial delivery of the Preferred
Securities.

15
<PAGE> 18

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The Subordinated Debentures will be treated as having been issued with
"original issue discount" ("OID") for United States federal income tax purposes.
Because the Trust will be classified as a grantor trust for United States
federal income tax purposes, each holder will be considered the owner of a pro
rata portion of the Subordinated Debentures held by the Trust. As a result,
holders of Preferred Securities will be required to include their pro rata share
of OID in gross income as it accrues on the Subordinated Debentures in advance
of the receipt of cash. Generally, all of a holder's taxable interest income
with respect to the Subordinated Debentures will be accounted for as OID and
actual distributions of stated interest will not be separately reported as
taxable income. See "Taxation -- Classification of the Trust," "-- Original
Issue Discount" and "-- Potential Extension of Payment Period on the
Subordinated Debentures."

While dividends on the Class A Shares are eligible for the
dividends-received deduction for corporate holders, distributions on the
Preferred Securities are not eligible for the dividends-received deduction for
corporate holders.

The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying
Subordinated Debentures. A holder who disposes of Preferred Securities between
record dates for payments of distributions thereon (and consequently does not
receive a cash distribution from the Trust for the period prior to such
disposition) will nevertheless be required to include as ordinary income accrued
but unpaid interest on the Subordinated Debentures through the date of
disposition and to add such amount to such holder's adjusted tax basis in the
Preferred Securities disposed of. Accordingly, such a holder will recognize a
capital loss to the extent the selling price of the Preferred Securities (which
may not fully reflect the amount of accrued but unpaid interest) is less than
the holder's adjusted tax basis in the Preferred Securities (which will reflect
accrued but unpaid interest). Subject to certain limited exceptions, capital
losses cannot be applied to offset ordinary income for United States federal
income tax purposes. See "Taxation -- Original Issue Discount" and
"-- Disposition of the Preferred Securities."

ACCOUNTING FOR EXCHANGE

The financial statements of the Trust will be included in the consolidated
financial statements of Ohio Edison. The Preferred Securities will be disclosed
in Ohio Edison's consolidated balance sheet between the liabilities and
stockholders' equity sections, and supplemented by certain disclosures in Ohio
Edison's notes to the financial statements.

UNTENDERED SHARES

Holders of Class A Shares who do not tender their Class A Shares in the
Offer or whose Class A Shares are not accepted for exchange will continue to
hold such Class A Shares and will be entitled to all the rights and preferences,
and will be subject to all of the limitations, applicable thereto.

To the extent that Class A Shares are tendered and accepted in the Offer,
the terms on which untendered Class A Shares could subsequently be sold could be
adversely affected. See "Risk Factors and Special Considerations Relating to the
Offer -- Reduced Trading Market for Class A Shares."

16
<PAGE> 19

EXCHANGE AGENT AND INFORMATION AGENT

The Bank of New York has been appointed as Exchange Agent in connection
with the Offer. Questions and requests for assistance, requests for additional
copies of this Prospectus or of the Letter of Transmittal and requests for
Notices of Guaranteed Delivery should be directed to Georgeson & Company Inc.,
which has been retained by Ohio Edison and the Trust to act as Information Agent
for the Offer. The addresses and telephone numbers of the Exchange Agent and the
Information Agent are set forth in "The Offer -- Exchange Agent and Information
Agent" and on the outside back cover of this Prospectus.

DEALER MANAGER

Merrill Lynch & Co. has been retained as Dealer Manager in connection with
the Offer. For information regarding fees payable to the Dealer Manager and
Soliciting Dealers (as defined herein), see "The Offer -- Dealer Manager;
Soliciting Dealers."

17
<PAGE> 20

RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFER

Prospective exchanging holders of Class A Shares who plan to participate in
the Offer should carefully consider, in addition to the other information set
forth elsewhere in this Prospectus, the following:

EXCHANGE OF CLASS A SHARES FOR PREFERRED SECURITIES IS A TAXABLE EVENT

The exchange of Class A Shares for Preferred Securities pursuant to the
Offer will be a taxable event. Generally, gain or loss will be recognized by an
exchanging holder in an amount equal to the difference between the fair market
value on the Expiration Date of the holder's Preferred Securities received in
the exchange, (which will reflect the Pre-Issuance Accrued Distribution) and the
holder's tax basis in the Class A Shares exchanged therefor. See
"Taxation -- Exchange of Class A Shares for Preferred Securities." All holders
of Class A Shares are advised to consult their tax advisors regarding the United
States federal, state, local and foreign tax consequences of the exchange of
Class A Shares for Preferred Securities and the ownership and disposition of
Preferred Securities.

CORPORATE HOLDERS OF PREFERRED SECURITIES NOT ENTITLED TO DIVIDENDS RECEIVED
DEDUCTION

While dividends with respect to the Class A Shares are eligible for the
dividends-received deduction for corporate holders, distributions on the
Preferred Securities are not eligible for the dividends-received deduction for
corporate holders.

RANKING OF OBLIGATIONS UNDER THE PREFERRED SECURITIES GUARANTEE AND THE
SUBORDINATED DEBENTURES

Ohio Edison's obligations under the Preferred Securities Guarantee are
subordinate and junior in right of payment to all liabilities of Ohio Edison and
pari passu with the most senior preferred stock issued by Ohio Edison from time
to time and with any current or future guarantee entered into by Ohio Edison in
respect of any preferred stock of any subsidiary or affiliate of Ohio Edison.
The obligations of Ohio Edison under the Subordinated Debentures are subordinate
and junior in right of payment to all present and future Senior Indebtedness (as
defined herein) of Ohio Edison but senior to all of Ohio Edison's capital stock
(including the Class A Shares). No payment of principal of (including redemption
payments), premium, if any, or interest on the Subordinated Debentures may be
made if (a) any Senior Indebtedness of Ohio Edison is not paid when due and any
applicable grace period with respect to such default has ended with such default
not being cured or waived or ceasing to exist, or (b) the maturity of any Senior
Indebtedness has been accelerated because of a default. At December 31, 1995,
Ohio Edison had approximately $3.3 billion principal amount of indebtedness for
borrowed money constituting Senior Indebtedness on a consolidated basis. There
are no terms in the Preferred Securities, the Subordinated Debentures or the
Preferred Securities Guarantee that limit Ohio Edison's ability to incur
additional indebtedness, including indebtedness that ranks senior to the
Subordinated Debentures or the Preferred Securities Guarantee. See "Description
of the Preferred Securities Guarantee" and "Description of the Subordinated
Debentures -- Subordination."

RIGHTS UNDER THE PREFERRED SECURITIES GUARANTEE

The Preferred Securities Guarantee guarantees to the holders of the
Preferred Securities the payment of (i) any accrued and unpaid distributions
which are required to be paid on the Preferred Securities, to the extent the
Trust shall have funds available therefor, (ii) the Redemption Price, which
includes all accrued and unpaid distributions to the date of the redemption, to
the extent the Trust has funds available therefor, with respect to any Preferred
Securities called for redemption by the Trust and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Trust (other than in
connection with the distribution of Subordinated Debentures to the holders of
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 thereof, to the extent the Trust has funds available therefor, and
(b) the amount of assets of the Trust remaining available for distribution to
holders of Preferred Securities in liquidation of the Trust. Holders of the
Preferred Securities have the right to proceed directly against Ohio Edison to
enforce Ohio Edison's obligations to make payments under the Preferred
Securities Guarantee, without first instituting a legal

18
<PAGE> 21

proceeding against the Trust, the Preferred Guarantee Trustee or any other
person or entity. If Ohio Edison were to default in its obligation to pay
amounts payable on the Subordinated Debentures, the Trust 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 Preferred Securities Guarantee for
payment of such amounts. Instead, holders of the Preferred Securities would rely
on the enforcement by the Property Trustee of its rights as registered holder of
the Subordinated Debentures against Ohio Edison, pursuant to the terms of the
Subordinated Debentures. See "Description of the Preferred Securities
Guarantee -- Status of the Preferred Securities Guarantee" and "Description of
the Subordinated Debentures -- Subordination." The Declaration provides that
each holder of Preferred Securities by acceptance thereof agrees to the
provisions of the Preferred Securities Guarantee and the Indenture (as defined
herein).

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Declaration Event of Default (as defined herein) occurs and is
continuing, then the holders of Preferred Securities would rely on the
enforcement by the Property Trustee of its rights as the holder of the
Subordinated Debentures against Ohio Edison. In addition, the holders of a
majority in aggregate liquidation amount of the Preferred Securities will have
the right to 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 Declaration,
including the right to direct the Property Trustee to exercise the remedies
available to it as a holder of the Subordinated Debentures. If a Declaration
Event of Default occurs that results from the failure of Ohio Edison to pay
principal of or interest on the Subordinated Debentures when due, during the
continuance of such an event of default a holder of Preferred Securities may
institute a legal proceeding directly against Ohio Edison to obtain payment of
such principal or interest on Subordinated Debentures having a principal amount
equal to the aggregate liquidation amount of the Preferred Securities owned of
record by such holder. The holders of Preferred Securities will not be able to
exercise directly against Ohio Edison any other remedy available to the Property
Trustee unless the Property Trustee first fails to do so. See "Description of
the Preferred Securities -- Voting Rights."

OPTION TO EXTEND INTEREST PAYMENT PERIOD

Ohio Edison has the right under the Indenture (as defined herein) to defer
payments of interest on the Subordinated Debentures by extending the interest
payment period at any time, and from time to time, on the Subordinated
Debentures. As a consequence of such an extension, quarterly distributions on
the Preferred Securities would be deferred (but despite such deferral would
continue to accrue with interest, and the interest so accrued at the end of each
quarter and remaining unpaid would itself bear interest (to the extent permitted
by applicable law) thereafter until paid on the same basis) by the Trust during
any such Extension Period. Such right to extend the interest payment period for
the Subordinated Debentures is limited to a period not exceeding 20 consecutive
quarters for any such extension. In the event that Ohio Edison exercises this
right to defer payments of interest, then during such Extension Period (a) Ohio
Edison shall not declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase or make a liquidation payment with respect to,
any of its capital stock, (b) Ohio Edison shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by Ohio Edison which rank pari passu with or junior to
the Subordinated Debentures and (c) Ohio Edison shall not make any guarantee
payments (other than pursuant to the Preferred Securities Guarantee) with
respect to the foregoing; provided, however, that the foregoing restriction (a)
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 such Extension Period, Ohio Edison may further defer payments
of interest by further extending 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, as if no Extension Period had previously been declared, subject to the
above requirements. See "Description of the Preferred Securities --
Distributions" and "-- Voting Rights" and "Description of the Subordinated
Debentures -- Option to Extend Interest Payment Period."

19
<PAGE> 22

Should Ohio Edison exercise its right to defer payments of interest by
extending the interest payment period, each holder of Preferred Securities will
continue to accrue interest income (as OID) for United States federal income tax
purposes in respect of the deferred interest allocable to its Preferred
Securities, which deferred interest will be allocated, but not distributed, to
holders of record of Preferred Securities. As a result, holders of Preferred
Securities will recognize income for United States federal income tax purposes
in advance of the receipt of cash and will not receive cash from the Trust
related to such income if such holder disposes of its Preferred Securities prior
to the record date for the date on which distributions of such amounts are made.
See "Taxation -- Original Issue Discount." Ohio Edison has no current intention
of exercising its right to defer payments of interest by extending the interest
payment period on the Subordinated Debentures. However, should Ohio Edison
determine to exercise such right in the future, the market price of the
Preferred Securities is likely to be affected. A holder that disposes of its
Preferred Securities during an Extension Period, therefore, might not receive
the same return on its investment as a holder that continues to hold its
Preferred Securities. In addition, as a result of the existence of Ohio Edison's
right to defer interest payments, the market price of the Preferred Securities
(which represent a preferred undivided beneficial interest in the Subordinated
Debentures) may be more volatile than other securities on which OID accrues that
are not subject to such right.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

Upon the occurrence of a Special Event, the Trust will be terminated,
except in the limited circumstances described below, with the result that the
Subordinated Debentures would be distributed to the holders of the Trust
Securities in connection with the liquidation of the Trust. In the case of a
Special Event that is a Tax Event, in certain circumstances Ohio Edison shall
have the right to redeem the Subordinated Debentures, in whole or in part, in
which event the Trust will redeem the Trust Securities on a pro rata basis to
the same extent as the Subordinated Debentures are redeemed. See "Description of
the Preferred Securities -- Special Event Redemption or Distribution" and
"Taxation."

Under current United States federal income tax law, a distribution of the
Subordinated Debentures upon the termination of the Trust would not be a taxable
event to holders of the Preferred Securities. However, a termination of the
Trust in which holders of the Preferred Securities received cash would be a
taxable event to such holders. See "Taxation -- Receipt of Subordinated
Debentures or Cash upon Liquidation of the Trust."

If 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 NYSE or on such other exchange as the Preferred
Securities are then listed.

There can be no assurance as to the market prices for the Preferred
Securities, nor for the Subordinated Debentures that may be distributed in
exchange for Preferred Securities if a termination of the Trust were to occur.
Accordingly, the Preferred Securities that an investor may purchase, or the
Subordinated Debentures that the investor may receive on dissolution and
liquidation of the Trust, may trade at a discount to the price of the Class A
Shares exchanged. Because holders of Preferred Securities may receive
Subordinated Debentures upon the occurrence of a Special Event, prospective
exchanging holders of Class A Shares who plan to participate in the Offer 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 and Ohio Edison contained herein. See
"Description of the Preferred Securities -- Special Event Redemption or
Distribution" and "Description of the Subordinated Debentures."

PROPOSED TAX LAW CHANGES

20
<PAGE> 23

or treatment for United States federal income tax purposes of the Subordinated
Debentures or otherwise affect the Preferred Securities offered hereby. If
legislation were enacted limiting, in whole or in part, the deductibility by
Ohio Edison of interest on the Subordinated Debentures for United States federal
income tax purposes, such enactment would be a Tax Event. Under certain
circumstances following a Tax Event, Ohio Edison may cause the Subordinated
Debentures to be redeemed, which would result in a redemption by the Trust of
the Preferred Securities. See "Description of the Preferred
Securities -- Special Event Redemption or Distribution." It is expected that the
December 7, 1995 proposed tax law changes, if enacted, would not alter the
United States federal income tax consequences of the exchange of Class A Shares
for Preferred Securities and the ownership and disposition of Preferred
Securities. See "Taxation."

LIMITED VOTING RIGHTS

Holders of Preferred Securities will have limited voting rights, primarily
in connection with directing the activities of the Property Trustee as the
holder of the Subordinated Debentures. Such holders will not be entitled to vote
to appoint, remove or replace, or to increase or decrease the number of, Company
Trustees, which voting rights are vested exclusively in Ohio Edison as the
holder of the Common Securities. See "Description of the Preferred
Securities -- Voting Rights." Holders of Class A Shares also have limited voting
rights. However, if four quarterly dividends payable on the $100 Preferred Stock
shall be in default, in whole or in part, and thereafter until all defaults have
been cured, the holders of the Class A Shares and the $100 Preferred Stock shall
have the exclusive right, voting separately and as a single class, each share of
$100 Preferred Stock being counted as one and each Class A Share being counted
as one-quarter, (i) to elect the smallest number of directors which shall
constitute a majority of the directors of Ohio Edison, and (ii) to vote in all
matters with respect to the governing of the affairs of Ohio Edison other than
the election of directors. In addition, certain actions may not be effected
without the consent or vote of a specified percentage of the Class A Shares and
the $100 Preferred Stock, voting as a single class and calculating votes as
described above. See "Description of the Class A Shares -- Voting Rights."

TRADING PRICE OF PREFERRED SECURITIES

LACK OF ESTABLISHED TRADING MARKET FOR PREFERRED SECURITIES

The Preferred Securities constitute a new issue of securities of the Trust
with no established trading market. While the Preferred Securities are expected
to be approved for listing on the NYSE, subject to official notice of issuance,
there can be no assurance that an active market for the Preferred Securities
will develop or be sustained in the future on such exchange. Although the Dealer
Manager has indicated to Ohio Edison and the Trust that it intends to make a
market in the Preferred Securities following the Expiration Date, as permitted
by applicable laws and regulations prior to the commencement of trading on the
NYSE, it is not obligated to do so and may discontinue any such market-making at
any time without notice. Accordingly, no assurance can be given as to the
liquidity of, or trading markets for, the Preferred Securities. In order to
satisfy the NYSE listing requirements, acceptance of Class A Shares validly
tendered in the Offer is subject to the Minimum Distribution Condition, which
condition may not be waived by Ohio Edison or the Trust. In

21
<PAGE> 24

addition, liquidity of the Preferred Securities will be affected by the number
of Class A Shares exchanged in the Offer. See "Listing and Trading of Preferred
Securities and Class A Shares."

REDUCED TRADING MARKET FOR CLASS A SHARES

To the extent Class A Shares are tendered and accepted in the Offer, the
liquidity and trading market for the Class A Shares to be outstanding following
the Offer, and the terms upon which such Class A Shares could be sold, could be
adversely affected. In addition, if the Offer is substantially subscribed or
oversubscribed, there would be a significant risk that round lot holdings of
Class A Shares outstanding following the Offer would be limited. In addition,
liquidity of the Preferred Securities will be affected by the number of Class A
Shares exchanged in the Offer. See "Listing and Trading of Preferred Securities
and Class A Shares."

The Offer is for up to 3,600,000 Class A Shares (or 90% of the 4,000,000
Class A Shares outstanding), rather than for all the outstanding Class A Shares,
to reduce the risk that the Class A Shares would be subject to delisting
following consummation of the Offer.

Under the rules of the NYSE, preferred securities such as the Class A
Shares are subject to delisting if (i) the aggregate value of publicly-held
shares is less than $2 million and (ii) the number of publicly-held shares is
less than 100,000. Since at least 400,000 Class A Shares will remain outstanding
following consummation of the Offer, the number of outstanding Class A Shares
will exceed the delisting criteria set forth in clause (ii) above. In addition,
based on the market price of the Class A Shares on the NYSE ($[ ] on
[ ], the closing sales price of the Class A Shares on the NYSE on the
last full trading day immediately prior to Ohio Edison's first public
announcement of the Offer, and $[ ] on [ ]), Ohio Edison
believes that the aggregate value of the minimum number (400,000) of Class A
Shares which will be outstanding following consummation of the Offer should
exceed the delisting criteria set forth in clause (i) above. See "Price Range of
Class A Shares." If less than 3,600,000 Class A Shares are validly tendered,
then the number of Class A Shares remaining outstanding, and the market value
thereof, will be even greater.

22
<PAGE> 25

COMPARISON OF PREFERRED SECURITIES AND
CLASS A SHARES

The following is a brief summary of certain terms of the Preferred
Securities and the Class A Shares. For a more complete description of the
Preferred Securities, see "Description of the Preferred Securities." For a
description of the Subordinated Debentures which will be deposited in the Trust
as trust assets and will represent the sole source for the payment of
distributions and other payments on the Preferred Securities, see "Description
of the Subordinated Debentures." For a description of Class A Shares, see
"Description of the Class A Shares."

Ohio Edison's $100 Preferred Stock and Class A Shares are herein
collectively referred to as the "Preferred Stock."

<TABLE>
<CAPTION>
PREFERRED SECURITIES CLASS A SHARES
---------------------------------------- ----------------------------
<S> <C> <C>
Issuer................. The Trust. Payment of distributions and Ohio Edison
on liquidation or redemption is
guaranteed on a subordinated basis, as
and to the extent described herein, by
Ohio Edison.
Distribution/Dividend
Rate................. [ ]% per annum distribution payable 7.75% per annum dividend
quarterly in arrears on the last day of payable on the first day of
March, June, September and December of January, April, July and
each year, commencing [ ], October of each year, when
1996, from and including the Accrual and as declared by Ohio
Date, but only if, and to the extent Edison's Board of Directors
that, interest payments are made in out of funds legally
respect of the Subordinated Debentures available therefor.
held by the Trust. During any Extension Dividends must be paid on
Period on the Subordinated Debentures, all shares of Preferred
distribution payments on the Preferred Stock if paid on the shares
Securities will not be made but would of any series of Preferred
continue to accrue, and, in the case of Stock. Dividends are
distributions in arrears, would bear cumulative whether or not
interest at the rate of [ ]% per there are funds legally
annum, with the interest so accrued at available for the payment of
the end of each quarter and remaining such dividends.
unpaid itself bearing interest (to the Accumulations of dividends
extent permitted by applicable law) do not bear interest. Ohio
thereafter until paid on the same basis. Edison has made each
quarterly dividend payment
with respect to the Class A
Shares on the scheduled
dividend payment date.
Maturity/Mandatory and
Optional
Redemption........... The Preferred Securities will be No maturity or mandatory
redeemed upon the maturity or earlier redemption. The Class A
redemption of the Subordinated Shares are redeemable at the
Debentures, at a redemption price equal option of Ohio Edison after
to $25 per Preferred Security to be April 1, 1998, in whole or
redeemed, plus accrued and unpaid in part, at a redemption
distributions, if any, to the redemption price of $25 per share plus
date, including distributions accrued as accumulated and unpaid
a result of Ohio Edison's election to dividends
defer payments of interest on the
Subordinated Debentures. The
Subordinated Debentures are redeemable
at the option of Ohio Edison, in whole
or in part, after April 1, 1998, at a
redemption price equivalent to $25 per
Subordinated Debenture to be redeemed,
plus accrued and unpaid interest
thereon, to the redemption date. In
</TABLE>

23
<PAGE> 26
<TABLE>
<S> <C> <C>
the event that the Subordinated
Debentures are redeemed, upon the
repayment of the Subordinated
Debentures, upon maturity, upon
redemption or otherwise, the proceeds
thereof will be promptly applied to
redeem the Preferred Securities and the
Common Securities. The Subordinated
Debentures have a final maturity of
[ ], 2016. See "Description
of the Preferred Securities -- Special
Event Redemption or Distribution" and
"-- Mandatory Redemption." See
"Prospectus Summary -- Potential Risk to
Non-Exchanging Holders." Holders of
Preferred Securities have no right to
require Ohio Edison to redeem the
Preferred Securities at the option of
the holders.

Subordination.......... Subordinated to claims of creditors of As capital stock, the Class
the Trust, if any. The Common Securities A Shares are junior to all
rank pari passu, and payments will be of the debt of Ohio Edison,
made thereon on a pro rata basis with including the claims of
the Preferred Securities, except that creditors of Ohio Edison and
(i) if an Event of Default under the the Subordinated Debentures,
Declaration occurs and is continuing, but senior to the common
the holders of Preferred Securities will stock of Ohio Edison and
have a priority over holders of the pari passu with all other
Common Securities with respect to outstanding series of
payments in respect of distributions and preferred stock of Ohio
payments upon liquidation, redemption or Edison.
otherwise and (ii) holders of Common
Securities have the exclusive right to
appoint, remove or replace any Company
Trustee and to increase or decrease (to
a minimum of three, unless the Property
Trustee and the Delaware Trustee are the
same entity) the number of Company
Trustees. The Trust is not permitted to
incur any indebtedness for borrowed
money. The Declaration provides that
Ohio Edison shall pay for all debts and
other obligations (other than with
respect to the Trust Securities) and all
costs and expenses of the Trust,
including any income taxes, duties and
other governmental charges, and all
costs and expenses with respect thereto,
to which the Trust may become subject,
except for United States withholding
taxes.
The Subordinated Debentures will rank
subordinate and junior to all Senior
Indebtedness (as defined herein) of Ohio
Edison and senior to all capital stock
now or hereafter issued by Ohio Edison
[and to any current or future guarantee
entered into by Ohio Edison in respect
of any of its capital stock (including
the Class A Shares).] Ohio Edison's
obligations under the Preferred
Securities Guarantee will rank (i)
subordinate and junior in right of
payment to all other
</TABLE>

24
<PAGE> 27
<TABLE>
<S> <C> <C>
liabilities of Ohio Edison, [including
the Subordinated Debentures, except
those liabilities of Ohio Edison made
pari passu or subordinate by their
terms,] (ii) pari passu with the most
senior preferred or preference stock
issued from time to time 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 subsidiary or affiliate of Ohio
Edison and (iii) senior to Ohio Edison's
common stock.
At December 31, 1995, Ohio Edison had
approximately $3.3 billion principal
amount of indebtedness for borrowed
money constituting Senior Indebtedness
on a consolidated basis. Assuming
3,600,000 Class A Shares are tendered,
there will be $[ ] in
Subordinated Debentures senior to the
Preferred Securities Guarantee in
addition to the other obligations of
Ohio Edison set forth above.

Listing................ The Preferred Securities are expected to The Class A Shares are
be approved for listing on the NYSE, listed on the NYSE and the
subject to official notice of issuance, Chicago Stock Exchange under
under the symbol "[ ]." In the symbol "OECPrM."
order to satisfy the NYSE listing
requirements, acceptance of Class A
Shares validly tendered in the Offer is
subject to the Minimum Distribution
Condition, which condition may not be
waived.
Dividends Received
Deduction............ Distributions on the Preferred Dividends are eligible for
Securities are not eligible for the the dividends received
dividends received deduction for deduction for corporate
corporate holders. holders.
Voting
Rights/Enforcement... Holders of Preferred Securities have no Whenever and as often as
voting rights other than as provided four quarterly dividends
under the Business Trust Act or the payable on the Preferred
Trust Indenture Act, except in the Stock of any series shall be
limited circumstances discussed below. in default, in whole or in
The Property Trustee has the power to part, and thereafter until
exercise all rights under the Indenture all defaults have been
with respect to the Subordinated cured, the holders of
Debentures and is also authorized to Preferred Stock shall have
enforce the Preferred Securities the exclusive right, voting
Guarantee on behalf of holders of the separately and as a single
Preferred Securities. If the Trust's class, each share of $100
failure to make distributions is a Preferred Stock being
consequence of Ohio Edison's exercise of counted as one and each
its right to extend the interest payment Class A Share being counted
period for the Subordinated Debentures as one-quarter, (i) to elect
as described under the smallest number of
"Distribution/Dividend Rate", the directors which shall
Property Trustee will have no right to constitute a majority of the
enforce the payment of distributions directors of Ohio Edison,
until an Event of Default under the and (ii) to vote in all
Declaration shall have occurred. The matters with respect to the
holders of at least a majority in governing of the affairs of
liquidation amount of the Preferred Ohio Edison other than the
Securities will have the right to direct election of directors. In
the Property addition, certain
</TABLE>

25
<PAGE> 28
<TABLE>
<S> <C> <C>
Trustee with respect to certain matters actions may not be effected
under the Preferred Securities Guarantee without the consent or vote
and, upon a Declaration Event of of a specified percentage of
Default, the Declaration. If the the Preferred Stock, voting
Property Trustee fails to enforce the as a single class and
Preferred Securities Guarantee, any calculating votes as
holder of Preferred Securities may described above.
institute a legal proceeding against
Ohio Edison to enforce the Preferred
Securities Guarantee. See "Description
of the Preferred Securities" and
"Description of the Preferred Securities
Guarantee."
</TABLE>

26
<PAGE> 29

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 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 and electric energy for resale to certain municipalities in the
Company's service area and transmission services to certain rural cooperatives.
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 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 342,000.

Sources of generation for Ohio Edison and Penn Power (the "Companies")
during the twelve months ended December 31, 1995 were 74.0% coal and 26.0%
nuclear.

27
<PAGE> 30

CERTAIN CONSOLIDATED FINANCIAL INFORMATION OF OHIO EDISON
(THOUSANDS, EXCEPT PER SHARE AMOUNTS, RATIOS AND PERCENTAGES)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,(1)
--------------------------------------------------------------
1991 1992 1993(2) 1994 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Income Summary:
Operating Revenues................. $2,358,946 $2,332,378 $2,369,940 $2,368,191 $2,465,846
Net Income......................... $ 264,823 $ 276,986 $ 82,724 $ 303,531 $ 317,241
Earnings on Common Stock........... $ 240,069 $ 253,060 $ 59,017 $ 281,852 $ 294,747
Earnings per share of Common
Stock........................... $ 1.60 $ 1.70 $ .39 $ 1.97 $ 2.05
Ratio of Earnings to Fixed
Charges(3)...................... 1.95 2.01 1.12 2.24 2.32
Ratio of Earnings to Fixed Charges
plus Preferred and Preference
Stock Dividend Requirements
(pre-income tax basis)(3)....... 1.79 1.85 0.99(4) 2.06 2.12
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------------------------------------------------------
AS ADJUSTED(5)
-------------------------------------------
ACTUAL MAXIMUM MINIMUM
------------------- ------------------- -------------------
OUTSTANDING RATIO OUTSTANDING RATIO OUTSTANDING RATIO
----------- ----- ----------- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Capitalization Summary:
Common Stockholders' Equity...... $ 2,407,871 43.3% $ 2,407,871 43.3% $ 2,407,871 43.3%
Preferred Stock Not Subject to
Mandatory Redemption.......... 211,870 3.8% 121,870 2.2% 181,870 3.3%
Preferred Stock Subject to
Mandatory Redemption.......... 40,000 0.7% 40,000 0.7% 40,000 0.7%
Company obligated mandatorily
redeemable preferred
securities of subsidiary
trusts holding solely Company
subordinated debentures....... 120,000 2.2% 210,000 3.8% 150,000 2.7%
Long-Term Debt(6)................ 2,786,256 50.0% 2,786,256 50.0% 2,786,256 50.0%
---------- ----- ---------- ----- ---------- -----
Total Capitalization............... $ 5,565,997 100.0% $ 5,565,997 100.0% $ 5,565,997 100.0%
========== ===== ========== ===== ========== =====
</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 subsidiaries' preferred stock dividend
requirements, determined on a "pre-income tax" basis (computed, where
applicable, 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 $13,298,000, $9,762,000, $8,565,000,
$7,424,000 and $6,315,000 for each of the five years in the period ended
December 31, 1995, respectively.

(4) Earnings, as defined, were deficient in 1993 by $5,018,000 to cover fixed
charges plus preferred stock dividend requirements (pre-income tax basis).

(5) The maximum and minimum "As Adjusted" capitalization columns described in
the table below assume that holders of a maximum of 3,600,000 Class A Shares
and a minimum of 1,200,000 Class A Shares (which minimum condition may be
waived by the Trust), respectively, elect to participate in the Offer. To
the extent a different number of holders of Class A Shares elect to
participate in the Offer, Preferred Securities of the Trust and Class A
Shares would be increased or decreased, as the case may be, by equal and
offsetting amounts.

(6) Excludes $376,716,000 of long-term debt due to be repaid or subject to put
options within one year.

28
<PAGE> 31

OHIO EDISON FINANCING TRUST II

The Trust is a statutory business trust formed under the Business Trust Act
pursuant to the filing of a certificate of trust dated March 1, 1996, filed with
the Delaware Secretary of State on March 5, 1996. The Trust's business is
defined in a Declaration of Trust, dated as of March 1, 1996, executed by Ohio
Edison, as sponsor (the "Sponsor"), and the Company Trustees as of that date.
The Declaration of Trust will be amended and restated in its entirety as of the
date the Trust accepts Class A Shares in the Offer (see "The Offer -- Terms of
the Offer") (as so amended and restated, the "Declaration") substantially in the
form filed as an exhibit to the Registration Statement of which this Prospectus
forms a part. The Declaration will be qualified as an indenture under the Trust
Indenture Act. Upon issuance of the Preferred Securities, the holders thereof
will own all of the issued and outstanding Preferred Securities. See
"Description of the Preferred Securities -- Book-Entry; Delivery and Form." Ohio
Edison will acquire all of the Common Securities in an aggregate liquidation
amount equal to 3% of the total capital of the Trust. The Preferred Securities
and the Common Securities will have equivalent terms; provided that (i) if an
Event of Default under the Declaration occurs and is continuing, the holders of
Preferred Securities will have a priority over holders of the Common Securities
with respect to payments in respect of distributions and payments upon
liquidation, redemption or otherwise and (ii) holders of Common Securities have
the exclusive right (subject to the terms of the Declaration) to appoint, remove
or replace Company Trustees and to increase or decrease the number of Company
Trustees. The Trust exists for the exclusive purposes of (a)(i) issuing its
Preferred Securities in exchange for Class A Shares pursuant to the Offer and
delivering such Class A Shares to Ohio Edison in consideration of the deposit by
Ohio Edison in the Trust as trust assets of Subordinated Debentures having an
aggregate principal amount equal to the aggregate par value of such Class A
Shares so delivered, and (ii) issuing and selling its Common Securities to Ohio
Edison for cash and using the proceeds thereof to purchase as trust assets an
equal aggregate principal amount of Subordinated Debentures and (b) engaging in
such other activities as are necessary, convenient or incidental thereto. The
Trust has a term of approximately [ ] years, but may terminate earlier as
provided in the Declaration. The rights of the holders of the Preferred
Securities, including economic rights, rights to information and voting rights,
are set forth in the Declaration, the Business Trust Act and the Trust Indenture
Act. See "Description of the Preferred Securities."

The Trust's business and affairs will be conducted by the Company Trustees
appointed by Ohio Edison, as holder of the Common Securities. The duties and
obligations of the Company Trustees shall be governed by the Declaration and the
Business Trust Act and, in the case of the Property Trustee, the Trust Indenture
Act. Pursuant to the Declaration, the number of Company Trustees will initially
be four. Two of the Company Trustees, the Regular Trustees, will be persons who
are employees or officers of, or affiliated with, Ohio Edison. A third trustee
will be a financial institution unaffiliated with Ohio Edison that will serve as
the Property Trustee under the Declaration and as indenture trustee for purposes
of the Trust Indenture Act. The Bank of New York will act as the Property
Trustee until removed or replaced by the holder of the Common Securities. The
Bank of New York will also act as Preferred Guarantee Trustee under the
Preferred Securities Guarantee. See "Description of the Preferred Securities
Guarantee." The fourth trustee, the Delaware Trustee, will be a financial
institution or an affiliate thereof which maintains a principal place of
business or residence in the State of Delaware. The Bank of New York (Delaware)
will act as the Delaware Trustee.

The Property Trustee will hold title to the Subordinated Debentures for the
benefit of the Trust and holders of the Trust Securities and will have the power
to exercise all rights, powers and privileges under the Indenture (as defined
herein) as the holder of the Subordinated Debentures. In addition, the Property
Trustee will maintain exclusive control of the Property Account to hold all
payments made in respect of the Subordinated Debentures for the benefit of the
Trust and holders of the Trust Securities. The Property Trustee will make
payments of distributions and payments on liquidation, redemption and otherwise
to the holders of the Trust Securities out of funds from the Property Account.
The Preferred Guarantee Trustee will hold the Preferred Securities Guarantee for
the benefit of the holders of the Preferred Securities. Ohio Edison, as the
holder of all the Common Securities, will have the right to appoint, remove or
replace any Company Trustee and to increase or decrease the number of Company
Trustees, provided that the number of Company Trustees shall be at least three
if the Property Trustee is not also the Delaware Trustee. Ohio Edison will pay

29
<PAGE> 32

all fees, expenses, debts and obligations (other than with respect to the Trust
Securities) related to the Trust and the offering of the Trust Securities. Ohio
Edison has agreed that the Property Trustee and any person to whom such fees,
expenses, debts and obligations are owed will have the right to enforce Ohio
Edison's obligations in respect of such fees, expenses, debts and obligations
directly against Ohio Edison without first proceeding against the Trust. See
"Description of the Preferred Securities -- Expenses and Taxes."

Under the Declaration, the Trust shall not, and the Company Trustees
(including the Property Trustee) shall cause the Trust not to, engage in any
activity other than in connection with the purposes of the Trust or other than
as required or authorized by the Declaration. In particular, the Trust shall not
and the Company Trustees (including the Property Trustee) shall not (a) invest
any proceeds received by the Trust from holding the Subordinated Debentures but
shall promptly distribute all such proceeds to holders of Trust Securities
pursuant to the terms of the Declaration and of the Trust Securities; (b)
acquire any assets other than as expressly provided in the Declaration; (c)
possess Trust property for other than a Trust purpose; (d) make any investments,
other than investments represented by the Subordinated Debentures; (e) possess
any power or otherwise act in such a way as to vary the Trust assets or the
terms of the Trust Securities in any way whatsoever; (f) issue any securities or
other evidences of beneficial ownership of, or beneficial interests in, the
Trust other than the Trust Securities; (g) incur any indebtedness for borrowed
money or (h)(1) direct the time, method and place of exercising any trust or
power conferred upon the Indenture Trustee with respect to the Subordinated
Debentures, (2) waive any past default that is waivable under Section 6.04 of
the Indenture, (3) exercise any right to rescind or annul any declaration that
the principal of all of the Subordinated Debentures shall be due and payable or
(4) consent to any amendment, modification or termination of the Indenture or
the Subordinated Debentures where such consent shall be required unless the
Trust shall have received an opinion of counsel to the effect that such
modification or amendment will not cause more than an insubstantial risk that
for United States federal income tax purposes the Trust will not be classified
as a grantor trust.

The books and records of the Trust will be maintained at the principal
office of the Trust and will be open for inspection by a holder of Preferred
Securities or the duly authorized representative of such holder for any purpose
reasonably related to its interest in the Trust during normal business hours.
The Trust anticipates that it will not be required to file with the Commission
or distribute to holders of Preferred Securities periodic reports regarding the
Trust.

Except as provided below or under the Business Trust Act and the Trust
Indenture Act, holders of Preferred Securities will have no voting rights. See
"Description of the Preferred Securities -- Voting Rights".

The Property Trustee, for the benefit of the holders of the Trust
Securities, is authorized under the Declaration to exercise all rights under the
Indenture with respect to the Subordinated Debentures and to enforce Ohio
Edison's obligations under the Subordinated Debentures upon the occurrence of an
Indenture Event of Default. The Property Trustee, as the Guarantee Trustee,
shall also be authorized to enforce the rights of holders of Preferred
Securities under the Preferred Securities Guarantee. If the Trust's failure to
make distributions on the Preferred Securities is a consequence of Ohio Edison's
exercise of its right to extend the interest payment period for the Subordinated
Debentures, the Property Trustee will have no right to enforce the payment of
distributions on the Preferred Securities until an Event of Default shall have
occurred. Holders of at least a majority in liquidation amount of the Preferred
Securities will have the right to direct the Property Trustee with respect to
certain matters under the Declaration and the Preferred Securities Guarantee.
Any holder of Preferred Securities may institute a legal proceeding against Ohio
Edison to enforce the Preferred Securities Guarantee. See "Description of the
Preferred Securities -- Voting Rights".

If an Indenture Event of Default occurs and is continuing with respect to
Subordinated Debentures, an Event of Default under the Declaration will occur
and be continuing with respect to the Trust Securities. In such event, the
Declaration provides that the holders of Common Securities will be deemed to
have waived any such Event of Default with respect to the Common Securities
until all Events of Default with respect to the Preferred Securities have been
cured or waived. Until all such Events of Default with respect to the

30
<PAGE> 33

Preferred Securities have been so cured or waived, the Property Trustee will be
deemed to be acting solely on behalf of the holders of the Preferred Securities
and only the holders of the Preferred Securities will have the right to direct
the Property Trustee with respect to certain matters under the Declaration and
consequently under the Indenture. If any Event of Default with respect to the
Preferred Securities is waived by the holders of the Preferred Securities as
provided in the Declaration, the holders of Common Securities pursuant to the
Declaration have agreed that such waiver also constitutes a waiver of such Event
of Default with respect to the Common Securities for all purposes under the
Declaration without any further act, vote or consent of the holders of the
Common Securities. See "Description of the Preferred Securities".

The Declaration provides that the Company Trustees may treat the person in
whose name a Preferred Security is registered on the books and records of the
Trust as the sole holder thereof and of the Preferred Securities represented
thereby for purposes of receiving distributions and for all other purposes and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such certificate or in the Preferred Securities represented thereby
on the part of any person, whether or not the Trust shall have actual or other
notice thereof. Preferred Securities will be issued in fully registered form.
Investors may elect to hold their Preferred Securities directly or, subject to
the rules and procedures of The Depository Trust Company and Philadelphia
Depository Trust Company (each a "Depository Institution") described under
"Description of the Preferred Securities -- Book-Entry; Delivery and Form", hold
interests in a global certificate registered on the books and records of the
Trust in the name of a Depository Institution or its nominee. Under the
Declaration:

(i) the Trust and the Company Trustees shall be entitled to deal with a
Depository Institution (or any successor depositary) for all purposes, including
the payment of distributions and receiving approvals, votes or consents under
the Declaration, and except as set forth in the Declaration, shall have no
obligation to persons owning Preferred Securities ("Preferred Security
Beneficial Owners") registered in the name of and held by a Depository
Institution or its nominee; and

(ii) the rights of Preferred Security Beneficial Owners shall be exercised
only through a Depository Institution (or any successor depository) and shall be
limited to those established by law and agreements between such Preferred
Security Beneficial Owners and a Depository Institution and/or its participants.
See "Description of the Preferred Securities -- Book-Entry; Delivery and Form".
With respect to Preferred Securities registered in the name of and held by a
Depository Institution or its nominee, all notices and other communications
required under the Declaration shall be given to, and all distributions on such
Preferred Securities shall be given or made to, a Depository Institution (or its
successor).

In the Declaration, Ohio Edison has agreed to pay for all debts and
obligations (other than with respect to the Trust Securities) and all costs and
expenses of the Trust, including the fees and expenses of the Company Trustees
and any taxes and all costs and expenses with respect thereto, to which the
Trust may become subject, except for United States withholding taxes. See "Risk
Factors and Special Considerations Relating to the Offer -- Trust Distributions
Dependent on Ohio Edison's Payments on Subordinated Debentures". The foregoing
obligations of Ohio Edison under the Declaration are for the benefit of, and
shall be enforceable by, any person to whom any such debts, obligations, costs,
expenses and taxes are owed (a "Creditor") whether or not such Creditor has
received notice thereof. Any such Creditor may enforce such obligations of Ohio
Edison directly against Ohio Edison and Ohio Edison has irrevocably waived any
right or remedy to require that any such Creditor take any action against the
Trust or any other person before proceeding against Ohio Edison. Ohio Edison has
agreed in the Declaration to execute such additional agreements as may be
necessary or desirable in order to give full effect to the foregoing.

THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF THE DECLARATION IS A
DISCUSSION OF ALL MATERIAL TERMS OF THE DECLARATION, BUT DOES NOT PURPORT TO BE
COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DECLARATION WHICH
HAS BEEN FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS IS A PART.

The principal place of business of the Trust shall be c/o Ohio Edison
Company, 76 South Main Street, Akron, Ohio 44308, telephone number (330)
384-5100.

31
<PAGE> 34

THE OFFER

PURPOSE OF THE OFFER

The purpose of the Offer is to refinance the Class A Shares with the
Preferred Securities and to achieve certain tax efficiencies while preserving
Ohio Edison's flexibility with respect to future financings. This refinancing
will permit Ohio Edison to deduct interest payable on the Subordinated
Debentures for United States federal income tax purposes; dividends payable with
regard to the Class A Shares are not deductible.

GENERAL

PARTICIPATION IN THE OFFER IS VOLUNTARY AND HOLDERS OF CLASS A SHARES
SHOULD CAREFULLY CONSIDER WHETHER TO ACCEPT. NEITHER THE BOARD OF DIRECTORS OF
OHIO EDISON, OHIO EDISON, THE TRUSTEES NOR THE TRUST MAKES ANY RECOMMENDATION TO
HOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS
OF CLASS A SHARES ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN
MAKING THEIR DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES. SEE "PRICE RANGE OF CLASS A SHARES."

Unless the context requires otherwise, the term "Holder" with respect to
the Offer means (i) any person in whose name any Class A Shares are registered
on the books of Ohio Edison or (ii) any other person who has obtained a properly
completed stock power from the registered holder, or (iii) any person whose
Class A Shares are held of record by a Depository Institution.

TERMS OF THE OFFER

Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, the Trust will exchange its Preferred Securities for up
to 3,600,000 of the outstanding Class A Shares. The Offer will be effected on a
basis of one Preferred Security for each Class A Share validly tendered and
accepted for exchange. See "-- Procedures for Tendering." Upon the terms and
subject to the conditions set forth herein and in the Letter of Transmittal, the
Trust will accept up to 3,600,000 Class A Shares validly tendered and not
withdrawn prior to the Expiration Date and, unless the Offer has been withdrawn
or terminated, will deliver Preferred Securities in exchange therefor to
tendering Holders of Class A Shares as promptly as practicable following the
Expiration Date. The Trust expressly reserves the right, in its sole discretion,
to delay acceptance for exchange of Class A Shares tendered under the Offer and
the delivery of the Preferred Securities with respect to the Class A Shares
accepted for exchange (subject to Rules 13e-4 and 14e-1 under the Exchange Act,
which require that the Trust consummate the Offer or return the Class A Shares
deposited by or on behalf of the Holders thereof promptly after the termination
or withdrawal of the Offer), or to amend, withdraw or terminate the Offer at any
time prior to the Expiration Date for any of the reasons set forth in "--
Conditions to the Offer" and "-- Expiration Date; Extensions; Amendments;
Termination."

In all cases, except to the extent waived by the Trust, delivery of
Preferred Securities issued with respect to the Class A Shares accepted for
exchange pursuant to the Offer will be made only after timely receipt by the
Exchange Agent of Class A Shares (or confirmation of book-entry transfer
thereof), a properly completed and duly executed Letter of Transmittal and any
other documents required thereby.

As of the date of this Prospectus, there are 4,000,000 Class A Shares
outstanding. This Prospectus, together with the Letter of Transmittal, is being
sent to all registered Holders commencing on or about the date of this
Prospectus.

The Trust shall be deemed to have accepted validly tendered Class A Shares
(or defectively tendered Class A Shares with respect to which the Trust has
waived such defect) when, as and if the Trust has given oral or written notice
thereof to the Exchange Agent. The Exchange Agent will act as agent for the
tendering Holders for the purpose of receiving Class A Shares from, and
remitting Preferred Securities to, tendering

32
<PAGE> 35

Holders who are participating in the Offer. Upon the terms and subject to the
conditions of the Offer, delivery of Preferred Securities to tendering Holders
will be made as promptly as practicable following the Expiration Date.

If proration of tendered Class A Shares is required, because of the
difficulty in determining the number of Class A Shares validly tendered
(including shares tendered by the guaranteed delivery procedures described in
"-- Procedures for Tendering"), the Trust does not expect that it would be able
to announce the final proration factor or to commence the exchange for any Class
A Shares pursuant to the Offer until approximately five Business Days after the
Expiration Date. Preliminary results of the proration will be announced by press
release as promptly as practicable after the Expiration Date. Holders of Class A
Shares may obtain such preliminary information from the Dealer Manager, the
Information Agent or the Exchange Agent and may also be able to obtain such
information from their brokers.

If any tendered Class A Shares are not accepted for exchange because of an
invalid tender, proration, the occurrence of certain other events set forth
herein or otherwise, unless otherwise requested by the Holder under "Special
Delivery Instructions" in the Letter of Transmittal, such Class A Shares will be
returned, without expense, to the tendering Holder thereof (or in the case of
Class A Shares tendered by book-entry transfer into the Exchange Agent's account
at a Depository Institution, such Class A Shares will be credited to an account
maintained at the Depository Institution designated by the participant therein
who so delivered such Class A Shares), as promptly as practicable after the
Expiration Date or the withdrawal or termination of the Offer.

Holders of Class A Shares will not have any appraisal or dissenters' rights
under the Ohio General Corporation Law in connection with the Offer. The Trust
intends to conduct the Offer in accordance with the applicable requirements of
the Exchange Act and the rules and regulations of the Commission thereunder.

Holders who tender Class A Shares in the Offer will not be required to pay
brokerage commissions or fees or, subject to the instructions in the Letter of
Transmittal, transfer taxes with respect to the exchange of Class A Shares
pursuant to the Offer. See "Fees and Expenses; Transfer Taxes."

Holders tendering Class A Shares held in global form shall receive
Preferred Securities in global form and holders tendering Class A Shares held
directly in certificated form shall receive Preferred Securities in certificated
form, in each case unless otherwise specified in the Letter of Transmittal. See
"-- Procedures for Tendering."

CONDITIONS TO THE OFFER

Notwithstanding any other provisions of the Offer, or any extension of the
Offer, the Trust will not be required to deliver Preferred Securities in respect
of any properly tendered Class A Shares and may terminate the Offer by oral or
written notice to the Exchange Agent and the holders of Class A Shares, or, at
its option, may modify or otherwise amend the Offer (other than with respect to
the Minimum Distribution Condition) with respect to such Class A Shares if any
of the following conditions are not satisfied at or prior to the Expiration Date
in the case of clauses (a) and (b) below or if any of the events specified in
clauses (c) through (e) occurs at or prior to the exchange date for the Class A
Shares:

(a) receipt of at least 1,200,000 validly tendered Class A Shares in
the Offer;

(b) tenders by a sufficient number of holders of Class A Shares to
satisfy the Minimum Distribution Condition;

(c) any action has been taken or threatened, or any statute, rule,
regulation, judgment, order, stay, decree or injunction has been
promulgated, enacted, entered, enforced or deemed applicable to the Offer,
by or before any court or governmental regulatory or administrative agency
or authority or tribunal,

33
<PAGE> 36

domestic or foreign, which (i) challenges the making of the Offer, or might
directly or indirectly prohibit, prevent, restrict or delay consummation of
the Offer, or otherwise and adversely affect in any material manner the
Offer or (ii) could materially adversely affect the business, condition
(financial or otherwise), income, operations, properties, assets,
liabilities or prospects of Ohio Edison and its subsidiaries, taken as a
whole or materially impair the contemplated benefits of the Offer to Ohio
Edison;

(d) any event has occurred or is likely to occur affecting the
business or financial affairs of Ohio Edison that would or might prohibit,
prevent, restrict or delay consummation of the Offer or that will, or is
reasonably likely to, materially impair the contemplated benefits of the
Offer or might be material to holders of Class A Shares in deciding whether
to accept the Offer; and

(e) any of the following events shall have occurred (i) any general
suspension of or limitation on trading in securities on the NYSE or in the
over-the-counter market (whether or not mandatory), (ii) any significant
adverse change in the price of the Class A Shares or in the United States
securities or financial markets, (iii) a material impairment in the trading
market for debt or equity securities, (iv) a declaration of a banking
moratorium or any suspension of payments in respect of banks by federal or
state authorities in the United States (whether or not mandatory), (v) a
commencement of a war, armed hostilities or other national or international
crisis directly or indirectly relating to the United States, (vi) any
limitation (whether or not mandatory) by any governmental authority on, or
other event having a reasonable likelihood of affecting, the extension of
credit by banks or other lending institutions in the United States, (vii)
any significant adverse change in United States securities or financial
markets generally or in the case of any of the foregoing existing at the
time of the commencement of the Offer, a material acceleration or worsening
thereof.

The foregoing conditions are for the sole benefit of the Trust and Ohio
Edison and, except for the Minimum Distribution Condition, may be waived by the
Trust and Ohio Edison, in whole or in part, in their sole discretion. Any
determination made by Ohio Edison or the Trust concerning an event, development
or circumstance described or referred to above will be final and binding on all
parties.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION

The Offer will expire on the Expiration Date. The Trust expressly reserves
the right, in its sole discretion, subject to applicable law, to (i) terminate
the Offer, and not accept for exchange any Class A Shares and promptly return
all Class A Shares upon the failure of any of the conditions specified above in
"-- Conditions to the Offer", (ii) waive any condition to the Offer (other than
the Minimum Distribution Condition) and accept all Class A Shares previously
tendered pursuant to the Offer, (iii) extend the Expiration Date of the Offer
and retain all Class A Shares tendered pursuant to the Offer until the
Expiration Date, subject, however, to all withdrawal rights of holders, see
"-- Withdrawal of Tenders," (iv) amend the terms of the Offer or (v) modify the
form of the consideration to be paid pursuant to the Offer. Any amendment
applicable to the Offer will apply to all Class A Shares tendered pursuant to
the Offer. During any extension of the Offer, all Class A Shares previously
tendered pursuant to the Offer and not withdrawn will remain subject to the
Offer.

If the Trust makes a material change in the terms of the Offer, the Trust
will extend the Offer. The minimum period for which the Offer will be extended
following a material change, other than a change in the amount of Class A Shares
sought for exchange or an increase or decrease in the consideration offered to
Holders of Class A Shares, will depend upon the facts and circumstances,
including the relative materiality of the change. With respect to an increase or
decrease in the number of Class A Shares sought in the Offer or an increase or
decrease in the consideration offered to Holders of Class A Shares, if required,
the Offer will remain open for a minimum of ten Business Days following public
announcement of such change. In the case of any amendment, withdrawal or
termination of the Offer, a public announcement will be issued no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date of the Offer subject to such extension. If the Trust
withdraws or terminates the Offer, it will give immediate notice to the Exchange
Agent, and all Class A Shares theretofore tendered pursuant to the Offer will be
returned promptly to the tendering Holders thereof. See "-- Withdrawal of
Tenders." In order to satisfy the

34
<PAGE> 37

NYSE listing requirements, acceptance of Class A Shares validly tendered in the
Offer is subject to the Minimum Distribution Condition, which condition may not
be waived.

PROCEDURES FOR TENDERING

The tender of Class A Shares by a Holder thereof pursuant to one of the
procedures set forth below will constitute an agreement between such Holder and
the Trust in accordance with the terms and subject to the conditions set forth
herein and in the Letter of Transmittal.

Each Holder of Class A Shares wishing to participate in the Offer must (i)
properly complete and sign the Letter of Transmittal in accordance with the
instructions contained herein and in the Letter of Transmittal, together with
any required signature guarantees, and deliver the same to the Exchange Agent,
at one of its addresses set forth on the back cover page hereof prior to the
Expiration Date and either (a) certificates for the Class A Shares must be
received by the Exchange Agent at such address or (b) such Class A Shares must
be transferred pursuant to the procedures for book-entry transfer described
below and a confirmation of such book-entry transfer must be received by the
Exchange Agent, in each case prior to the Expiration Date, or (ii) comply with
the guaranteed delivery procedures described below.

IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS OF CLASS A SHARES MUST SUBMIT
A LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER PROCEDURES FOR TENDERING IN
ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE LETTER OF
TRANSMITTAL PRIOR TO THE EXPIRATION DATE. LETTERS OF TRANSMITTAL, CLASS A SHARES
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE
AGENT -- NOT TO THE TRUST, OHIO EDISON, THE DEALER MANAGER OR THE INFORMATION
AGENT.

Special Procedure for Beneficial Owners. Any beneficial owner whose Class
A Shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee and who wishes to tender should contact such registered
Holder promptly and instruct such registered Holder to tender on such beneficial
owner's behalf. If such beneficial owner wishes to tender on its own behalf,
such owner must, prior to completing and executing the Letter of Transmittal and
delivering its Class A Shares, either make appropriate arrangements to register
ownership of the Class A Shares in such owner's name or obtain a properly
completed stock power from the registered Holder. The transfer of registered
ownership may take considerable time and may not be able to be completed prior
to the Expiration Date.

THE METHOD OF DELIVERY OF CLASS A SHARES AND ALL OTHER DOCUMENTS IS AT THE
ELECTION AND RISK OF THE HOLDER. IF SENT BY MAIL, IT IS RECOMMENDED THAT
REGISTERED MAIL, RETURN RECEIPT REQUESTED, BE USED, INSURANCE BE OBTAINED, AND
THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT
DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE.

Signature Guarantees. If tendered Class A Shares are registered in the
name of the signer of the Letter of Transmittal and the Preferred Securities to
be issued in exchange therefor are to be issued (and any untendered Class A
Shares are to be reissued) in the name of the registered Holder, the signature
of such signer need not be guaranteed. If the tendered Class A Shares are
registered in the name of someone other than the signer of the Letter of
Transmittal, or if Preferred Securities issued in exchange therefor are to be
issued in the name of any person other than the signer of the Letter of
Transmittal, such tendered Class A Shares must be endorsed or accompanied by
written instruments of transfer in form satisfactory to the Trust and duly
executed by the registered Holder, and the signature on the endorsement or
instrument of transfer must be guaranteed by a financial institution (including
most banks, savings and loans associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter referred to as an
"Eligible Institution"). If the Preferred Securities (and/or any tendered Class
A Shares not exchanged) are to be delivered to an address other than that of the
registered Holder appearing on the register for the Class A Shares, the
signature in the Letter of Transmittal must be guaranteed by an Eligible
Institution.

35
<PAGE> 38

Book-Entry Transfer. The Trust understands that the Exchange Agent will
make a request promptly after the date of this Prospectus to establish accounts
with respect to the Class A Shares at a Depository Institution for the purpose
of facilitating the Offer, and subject to the establishment thereof, any
financial institution that is a participant in a Depository Institution's system
may make book-entry delivery of Class A Shares by causing the Depository
Institution to transfer such Class A Shares into the Exchange Agent's account
with respect to the Class A Shares in accordance with such Depository
Institution's Automated Tender Offer Program ("ATOP") procedures for such
book-entry transfers. However, the exchange for the Class A Shares so tendered
will only be made after timely confirmation (a "Book-Entry Confirmation") of
such Book-Entry Transfer of Class A Shares into the Exchange Agent's account,
and timely receipt by the Exchange Agent of an Agent's Message (as such term is
defined in the next sentence) and any other documents required by the Letter of
Transmittal. The term "Agent's Message" means a message, transmitted by a
Depository Institution and received by the Exchange Agent and forming a part of
a Book-Entry Confirmation, which states that such Depository Institution has
received an express acknowledgment from a participant tendering Class A Shares
that is the subject of such Book-Entry Confirmation, that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal, and
that the Trust may enforce such agreement against such participant.

Guaranteed Delivery. If a Holder desires to participate in the Offer and
time will not permit a Letter of Transmittal or Class A Shares to reach the
Exchange Agent before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if the
Exchange Agent has received at one of its addresses on the back cover page
hereof prior to the Expiration Date, a letter, telegram or facsimile
transmission from an Eligible Institution setting forth the name and address of
the tendering Holder, the name(s) in which the Class A Shares are registered
and, if the Class A Shares are held in certificated form, the certificate
numbers of the Class A Shares to be tendered, and stating that the tender is
being made thereby and guaranteeing that within three NYSE trading days after
the date of execution of such letter, telegram or facsimile transmission by the
Eligible Institution, the Class A Shares in proper form for transfer together
with a properly completed and duly executed Letter of Transmittal (and any other
required documents), or a confirmation of book-entry transfer of such Class A
Shares into the Exchange Agent's account at a Depository Institution, will be
delivered by such Eligible Institution. Unless the Class A Shares being tendered
by the above-described method are deposited with the Exchange Agent within the
time period set forth above (accompanied or preceded by a properly completed
Letter of Transmittal and any other required documents) or a confirmation of
book-entry transfer of such Class A Shares into the Exchange Agent's account at
the Depository Institution in accordance with such Depository Institution's ATOP
procedures is received, the Trust may, at its option, reject the tender. In
addition to the copy being transmitted herewith, copies of a Notice of
Guaranteed Delivery which may be used by Eligible Institutions for the purposes
described in this paragraph are available from the Exchange Agent and the
Information Agent.

Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of Class A
Shares will be determined by the Trust, whose determination will be final and
binding. The Trust reserves the absolute right to reject any or all tenders not
in proper form or the acceptance for exchange of which may, in the opinion of
the Trust's counsel, be unlawful. The Trust also reserves the absolute right to
waive any defect or irregularity in the tender of any Class A Shares, and the
Trust's interpretation of the terms and conditions of the Offer (including the
instructions in the Letter of Transmittal) will be final and binding. None of
the Trust, the Exchange Agent, the Dealer Manager, the Information Agent or any
other person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification.

Tenders of Class A Shares involving any irregularities will not be deemed
to have been made until such irregularities have been cured or waived. Class A
Shares received by the Exchange Agent that are not validly tendered and as to
which the irregularities have not been cured or waived will be returned by the
Exchange Agent to the tendering Holder (or in the case of Class A Shares
tendered by book-entry transfer into the Exchange Agent's account at a
Depository Institution, such Class A Shares will be credited to an account
maintained at the Depository Institution designated by the participant therein
who so delivered such Class A

36
<PAGE> 39

Shares), unless otherwise requested by the Holder in the Letter of Transmittal,
as promptly as practicable after the Expiration Date or the withdrawal or
termination of the Offer.

LETTER OF TRANSMITTAL

The Letter of Transmittal contains, among other things, the following terms
and conditions, which are part of the Offer.

The party tendering Class A Shares for exchange (the "Transferor")
exchanges, assigns and transfers the Class A Shares to the Trust, and
irrevocably constitutes and appoints the Exchange Agent as the Transferor's
agent and attorney-in-fact to cause the Class A Shares to be assigned,
transferred and exchanged. The Transferor represents and warrants that it has
full power and authority to tender, exchange, assign and transfer the Class A
Shares and to acquire Preferred Securities issuable upon the exchange of such
tendered Class A Shares and that, when such Transferor's Class A Shares are
accepted for exchange, the Trust will acquire good and unencumbered title to
such tendered Class A Shares, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The Transferor also
warrants that it will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Class A Shares or transfer
ownership of such Class A Shares on the account books maintained by the
Depository Institution. All authority conferred by the Transferor will survive
the death, bankruptcy or incapacity of the Transferor and every obligation of
the Transferor shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of such Transferor.

WITHDRAWAL OF TENDERS

Tenders of Class A Shares pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date and, unless accepted for exchange by the
Trust, may be withdrawn at any time after 40 Business Days after the date of
this Prospectus.

To be effective, a written notice of withdrawal delivered by mail, hand
delivery or facsimile transmission must be timely received by the Exchange Agent
at one of its addresses set forth on the back cover page hereof. The method of
notification is at the risk and election of the Holder. Any such notice of
withdrawal must specify (i) the Holder named in the Letter of Transmittal as
having tendered Class A Shares to be withdrawn, (ii) if the Class A Shares are
held in certificated form, the certificate numbers of the Class A Shares to be
withdrawn, (iii) that such Holder is withdrawing his election to have such Class
A Shares exchanged and (iv) the name of the registered Holder of such Class A
Shares, and must be signed by the Holder in the same manner as the original
signature on the Letter of Transmittal (including any required signature
guarantees) or be accompanied by evidence satisfactory to the Trust that the
person withdrawing the tender has succeeded to the beneficial ownership of the
Class A Shares being withdrawn. The Exchange Agent will return the properly
withdrawn Class A Shares promptly following receipt of notice of withdrawal. If
Class A Shares have been tendered pursuant to the procedure for book-entry
transfer, any notice of withdrawal must specify the name and number of the
account at a Depository Institution to be credited with the withdrawn Class A
Shares and otherwise comply with such Depository Institution procedures. All
questions as to the validity of notice of withdrawal, including time of receipt,
will be determined by the Trust, and such determination will be final and
binding on all parties. Withdrawals of tenders of Class A Shares may not be
rescinded and any Class A Shares withdrawn will thereafter be deemed not validly
tendered for purposes of the Offer. Properly withdrawn Class A Shares, however,
may be retendered by following the procedures therefor described elsewhere
herein at any time prior to the Expiration Date. See "-- Procedures for
Tendering."

ACCEPTANCE OF SHARES AND PRORATION

37
<PAGE> 40

withdrawn prior to the Expiration Date, the Trust will accept for exchange Class
A Shares from each tendering Holder on a pro rata basis, subject to adjustment
to avoid the acceptance for exchange of fractional shares.

If the Trust decides, in its sole discretion, to increase or decrease the
number of Class A Shares sought in the Offer or to increase or decrease the
consideration offered to Holders of Class A Shares, and if the Offer is
scheduled to expire less than ten Business Days from and including the date that
notice of such increase or decrease is first published, sent or given in the
manner specified in "-- Expiration Date; Extensions; Amendments; Termination",
then the Offer will be extended for a minimum of ten Business Days from and
including the date of such notice.

All Class A Shares not accepted pursuant to the Offer, including shares not
accepted because of proration, will be returned to the tendering Holders at the
Trust's expense as promptly as practicable following the Expiration Date.

EXCHANGE AGENT AND INFORMATION AGENT

The Bank of New York has been appointed as Exchange Agent for the Offer.

The Exchange Agent Is:

THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286
(800) 507-9357

Georgeson & Company Inc. has been retained as the Information Agent to
assist in connection with the Offer. Questions and requests for assistance
regarding the Offer, requests for additional copies of this Prospectus, the
Letter of Transmittal and requests for Notice of Guaranteed Delivery may be
directed to the Information Agent.

The Information Agent Is:

(LOGO)
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)

Banks and Brokers Call Collect:
(212) 440-9800

Ohio Edison will pay the Exchange Agent and Information Agent reasonable
and customary fees for their services and will reimburse them for all their
reasonable out-of-pocket expenses in connection therewith.

DEALER MANAGER; SOLICITING DEALERS

Merrill Lynch & Co., as Dealer Manager, has agreed to solicit exchanges of
Class A Shares for Preferred Securities. Ohio Edison will pay the Dealer Manager
a fee of $[ ] per Class A Share accepted pursuant to the Offer. The
maximum fee payable to the Dealer Manager is approximately $[ ] plus
any amount that the Dealer Manager may be entitled to pursuant to the next
paragraph. Ohio Edison will also reimburse the Dealer Manager for certain
reasonable out-of-pocket expenses in connection with the Offer and will
indemnify the Dealer Manager against certain liabilities, including liabilities
under the Securities Act. The Dealer Manager engages in transactions with, and
from time to time has performed services for, Ohio Edison.

38
<PAGE> 41

Ohio Edison will pay to a Soliciting Dealer a solicitation fee of
$[ ] per Class A Share validly tendered and accepted for exchange
pursuant to the Offer. As used in this Prospectus, "Soliciting Dealer" includes
(i) any broker or dealer in securities, including the Dealer Manager in its
capacity as a broker or dealer, who is a member of any national securities
exchange or of the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for membership in the
NASD who agrees to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company, any one of whom has solicited and
obtained a tender pursuant to the Offer. No solicitation fee shall be payable to
a Soliciting Dealer with respect to the tender of Class A Shares by a Holder
unless the Letter of Transmittal accompanying such tender designates such
Soliciting Dealer as such in the box captioned "Solicited Tenders."

If tendered Class A Shares are being delivered by book-entry transfer made
to an account maintained by the Exchange Agent with Depository Institutions, the
Soliciting Dealer must return a Notice of Solicited Tenders (included in the
materials provided to brokers and dealers) to the Exchange Agent within three
trading days after the Expiration Date in order to receive a solicitation fee.
No solicitation fee shall be payable to a Soliciting Dealer in respect of Class
A Shares (i) beneficially owned by such Soliciting Dealer or (ii) registered in
the name of such Soliciting Dealer unless such Class A Shares are held by such
Soliciting Dealer as nominee and such Class A Shares are being tendered for the
benefit of one or more beneficial owners identified on the Letter of Transmittal
or the Notice of Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Class A Shares by the Holder of
record, for the benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.

No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering Holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Ohio Edison, the Trust,
the trustees, the Exchange Agent, the Information Agent or the Dealer Manager
for purposes of the Offer.

Other than as described above, Ohio Edison will not pay any solicitation
fees to any broker, dealer, bank, trust company or other person for any Class A
Shares exchanged in connection with the Offer. Ohio Edison will reimburse such
persons for customary handling and mailing expenses incurred in connection with
the Offer.

Additional solicitations may be made by telephone, in person or otherwise
by officers and regular employees of Ohio Edison and its affiliates. No
additional compensation will be paid to any such officers and employees who
engage in soliciting tenders.

LISTING AND TRADING OF PREFERRED SECURITIES AND CLASS A SHARES

The Preferred Securities constitute a new issue of securities with no
established trading market. While the Preferred Securities are expected to be
approved for listing on the NYSE, subject to official notice of issuance, there
can be no assurance that an active market for the Preferred Securities will
develop or be sustained in the future on such exchange. Although the Dealer
Manager has indicated to the Trust that it intends to make a market in the
Preferred Securities following the Expiration Date as permitted by applicable
laws and regulations prior to the commencement of trading on the NYSE, it is not
obligated to do so and may discontinue any such market-making at any time
without notice. Accordingly, no assurance can be given as to the liquidity of,
or trading markets for, the Preferred Securities. In order to satisfy the NYSE
listing requirements, acceptance of Class A Shares validly tendered in the Offer
is subject to the Minimum Distribution Condition, which condition may not be
waived.

To the extent that Class A Shares are tendered and accepted in the Offer,
the terms on which untendered Class A Shares could subsequently be sold could be
adversely affected. In addition, if the Offer is substantially subscribed or
oversubscribed, there would be a significant risk that round lot holdings of
Class A Shares outstanding following the Offer would be limited. See "Risk
Factors and Special Considerations Relating to the Offer -- Lack of Established
Trading Market for Preferred Securities" and "-- Reduced Trading Market for
Class A Shares."

39
<PAGE> 42

TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OFFER

Except as described herein, there are no contracts, arrangements,
understandings or relationships in connection with the Offer between Ohio Edison
or any of its directors or executive officers, the Trust or the Trustees and any
person with respect to any securities of Ohio Edison or the Trust, including the
Subordinated Debentures, the Class A Shares and the Preferred Securities.

FEES AND EXPENSES; TRANSFER TAXES

The expenses of soliciting tenders of the Class A Shares will be borne by
Ohio Edison. For compensation to be paid to the Dealer Manager and Soliciting
Dealers, see "The Offer -- Dealer Manager; Soliciting Dealers." The total cash
expenditures to be incurred by Ohio Edison in connection with the Offer, other
than fees payable to the Dealer Manager and Soliciting Dealers, but including
the expenses of the Dealer Manager, printing, accounting and legal fees, and the
fees and expenses of the Exchange Agent, the Information Agent, the Property
Trustee, the Delaware Trustee and the Indenture Trustee, are estimated to be
approximately [ ].

Ohio Edison will pay all transfer taxes, if any, applicable to the exchange
of Class A Shares pursuant to the Offer. If, however, certificates representing
Preferred Securities or Class A Shares not tendered or accepted for exchange,
are to be delivered to, or are to be issued in the name of, any person other
than the registered Holder of the Class A Shares tendered or if a transfer tax
is imposed for any reason other than the exchange of Class A Shares pursuant to
the Offer, then the amount of any such transfer taxes (whether imposed on the
registered Holder or any other persons) will be payable by the tendering Holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering Holder.

PRICE RANGE OF CLASS A SHARES

The Class A Shares are listed and principally traded on the NYSE and the
Chicago Stock Exchange. The following table sets forth, for each period shown,
the high and low closing sales prices of the Class A Shares as reported on the
NYSE Composite Tape.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
Year Ended December 31, 1993
1st Quarter.............................................. -- --
2nd Quarter.............................................. 25.750 24.500
3rd Quarter.............................................. 26.500 25.375
4th Quarter.............................................. 26.375 24.750
Year Ended December 31, 1994
1st Quarter.............................................. 25.625 22.750
2nd Quarter.............................................. 23.250 21.875
3rd Quarter.............................................. 23.000 21.250
4th Quarter.............................................. 22.000 19.750
Year Ending December 31, 1995
1st Quarter.............................................. 23.500 21.250
2nd Quarter.............................................. 25.250 22.875
3rd Quarter.............................................. 24.875 24.125
4th Quarter.............................................. 26.125 24.875
</TABLE>

On [ ], 1996, the last full day of trading prior to the first
public announcement of the Offer, the closing sales price of Class A Shares on
the NYSE as reported on the Composite Tape was $[ ] per share.
Stockholders are urged to obtain a current market quotation for Class A Shares.

40
<PAGE> 43

DESCRIPTION OF THE PREFERRED SECURITIES

The Preferred Securities will be issued pursuant to the terms of the
Declaration. The Declaration will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee will act as the indenture trustee for
purposes of compliance with the provisions of the Trust Indenture Act. The terms
of the Preferred Securities will include those stated in the Declaration and
those made part of the Declaration by the Business Trust Act and the Trust
Indenture Act. The following summary of the principal terms and provisions of
the Preferred Securities does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Declaration (a copy of which is
filed as an exhibit to the Registration Statement, of which this Prospectus
forms a part), the Business Trust Act and the Trust Indenture Act.

GENERAL

The Declaration authorizes the Regular Trustees, on behalf of the Trust, to
issue the Preferred Securities, which represent preferred undivided beneficial
interests in the assets of the Trust, and the Common Securities, which represent
common undivided beneficial interests in the assets of the Trust. Upon issuance
of the Preferred Securities, the holders thereof will own all of the issued and
outstanding Preferred Securities. All of the Common Securities will be owned by
Ohio Edison. The Common Securities rank pari passu, and payments will be made
thereon on a pro rata basis with the Preferred Securities, except that upon the
occurrence and during the continuation of a Declaration Event of Default, the
rights of the holders of the Common Securities to receive payment of periodic
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights to payment of the holders of the Preferred
Securities. The Declaration does not permit the issuance by the Trust of any
securities other than the Trust Securities or the incurrence of any indebtedness
by the Trust. Pursuant to the Declaration, the Property Trustee will own and
hold the Subordinated Debentures for the benefit of the Trust and the holders of
the Trust Securities. The payment of distributions out of money held by the
Trust, and payments upon redemption of the Preferred Securities or liquidation
of the Trust, are guaranteed by Ohio Edison to the extent described under
"Description of the Preferred Securities Guarantee."

The Preferred Guarantee Trustee will hold the Preferred Securities
Guarantee for the benefit of the holders of the Preferred Securities. The
Preferred Securities Guarantee does not cover payment of distributions on the
Preferred Securities when the Trust does not have sufficient available funds in
the Property Account to make such distributions.

DISTRIBUTIONS

Distributions on the Preferred Securities will be fixed at a rate per annum
of [ ]% of the stated liquidation amount of $25 per Preferred Security
(equivalent to $[ ] per Preferred Security). Distributions in arrears for
more than one quarter will accrue interest at the rate of [ ]% per annum 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.

Distributions on the Preferred Securities will be cumulative, will accrue
from [ ], 1996, and will be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing [ ],
1996, to the holders of record on the applicable record date, which will be 15
calendar days prior to the relevant distribution payment date when, as and if
available for payment by the Property Trustee, except as otherwise described
below. The amount of distributions payable for any full quarterly period will be
computed on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarter, on the basis of the actual number of days
elapsed in such a 90-day quarter. The initial distribution, payable on
[ ], 1996, will be based on a period shorter than a full quarter
([ ] to [ ], 1996) and will be in the amount of
$[ ] per Preferred Security. In addition, holders of Preferred
Securities will be entitled to an additional cash distribution at the rate 7.75%
per annum of the liquidation amount thereof from [ ], 1996 through
the Expiration Date in lieu of dividends accumulating after [ ], 1996
on their Class A Shares accepted for exchange, such

41
<PAGE> 44

additional distribution to be made on [ ], 1996 to holders of the
Preferred Securities on the record date for such distribution.

Ohio Edison has the right under the Indenture to defer payments of interest
on the Subordinated Debentures by extending the interest payment period from
time to time on the Subordinated Debentures which, if exercised, would defer
quarterly distributions on the Preferred Securities (though such distributions
would continue to accrue interest since interest would continue to accrue on the
Subordinated Debentures) during any such extended interest payment period. In
the event that Ohio Edison exercises this right, then (a) Ohio Edison shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase or make a liquidation payment with respect to, any of its
capital stock, (b) Ohio Edison shall not make any payment of interest, principal
or premium, if any, on or repay, repurchase or redeem any debt securities issued
by Ohio Edison which rank pari passu with or junior to the Subordinated
Debentures, and (c) Ohio Edison shall not make any guarantee payments (other
than pursuant to the Preferred Securities Guarantee) with respect to the
foregoing; provided, however, that the foregoing restriction (a) 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 such
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 as if no Extension Period had previously been declared, subject
to the above requirements. See "-- Voting Rights" below and "Description of the
Subordinated Debentures -- Interest" and "-- Option to Extend Interest Payment
Period." If distributions are deferred, the deferred distributions and accrued
interest thereon shall be paid to holders of record of the Preferred Securities,
if funds are available therefor, as they appear on the books and records of the
Trust on the record date next following the termination of such Extension
Period.

Distributions on the Preferred Securities must be paid on the dates payable
to the extent that the Trust has funds available for the payment of such
distributions in the Property Account. The Trust's funds available for
distribution to the holders of the Preferred Securities will be limited to
payments received under the Subordinated Debentures. See "Description of the
Subordinated Debentures." The payment of distributions out of moneys held by the
Trust is guaranteed by Ohio Edison to the extent set forth under "Description of
the Preferred Securities Guarantee."

Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the books and records of the Trust on the relevant
record dates, which will be 15 calendar days prior to the relevant distribution
payment date, which record dates and payment dates correspond to the record
dates and interest payment dates on the Subordinated Debentures. Such
distributions will be paid through the Property Trustee, who will hold amounts
received in respect of the Subordinated Debentures in the Property Account for
the benefit of the Trust and the holders of the Trust Securities. Subject to any
applicable laws and regulations and the provisions of the Declaration, each such
payment will be made at the office or agency maintained therefore pursuant to
the provisions of the Declaration; provided that payment of Distributions may be
made at the option of the Regular Trustees on behalf of the Trust by check
mailed to the address of the persons entitled thereto. In the event that any
date on which distributions are to be made on the Preferred Securities is not a
Business Day, then payment of the distributions 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 such date. A "Business Day" shall mean any day other than a
Saturday, Sunday or other day on which banking institutions in New York, New
York are authorized or required by law to close.

MANDATORY REDEMPTION

The Subordinated Debentures will mature on [ ], 2016 and may be
redeemed, in whole or in part, at any time after April 1, 1998, or at any time
in certain circumstances upon the occurrence of a Tax Event. Upon the repayment
of the Subordinated Debentures, whether at maturity or upon acceleration,

42
<PAGE> 45

redemption or otherwise, the proceeds from such repayment or payment shall
simultaneously be applied to redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Subordinated
Debentures so repaid or redeemed at the Redemption Price; provided, that except
in the case of payments upon maturity, holders of Trust Securities shall be
given not less than 30 nor more than 60 days' notice of such redemption. See
"Description of the Subordinated Debentures." In the event that fewer than all
of the outstanding Preferred Securities are to be redeemed, the Preferred
Securities will be redeemed pro rata from each holder of Trust Securities.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

A "Tax Event" means the receipt by the Regular Trustees of an opinion of a
nationally recognized independent tax counsel experienced in such matters (a
"Dissolution Tax Opinion") to the effect that, on or after the date of this
Prospectus, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein or (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, in each case which amendment or change is enacted,
promulgated, issued or announced on or after the date of this Prospectus, there
is more than an insubstantial risk that (i) the Trust is or will be, within 90
days of the date thereof, subject to United States federal income tax with
respect to interest accrued or received on the Subordinated Debentures, (ii)
interest payable by Ohio Edison to the Trust on the Subordinated Debentures is
not or, within 90 days of the date thereof, will not be deductible, in whole or
in part, by Ohio Edison for United States federal income tax purposes, or (iii)
the Trust is or will be, within 90 days of the date thereof, subject to more
than a de minimis amount of taxes, duties or other governmental charges.

An "Investment Company Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent counsel experienced
in practice under the 1940 Act (as hereinafter defined) (an "Investment Company
Event Opinion") to the effect that, as a result of the occurrence of a change in
law or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" which is
required to be registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), which Change in 1940 Act Law becomes effective on or after the
date of this Prospectus.

If, at any time, a Tax Event or an Investment Company Event (each, as
defined above, a "Special Event") shall occur and be continuing, the Regular
Trustees shall, except in the circumstances described below, dissolve the Trust
and, after satisfaction of creditors, cause Subordinated Debentures, having an
aggregate principal amount equal to the aggregate stated liquidation amount of,
with an interest rate identical to the distribution rate of, and accrued and
unpaid interest equal to accrued and unpaid distributions on, and having the
same record date for payment as, the Trust Securities, to 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, as a condition of such dissolution and distribution, the Regular Trustees
shall have received an opinion of a nationally recognized independent tax
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 neither the Trust nor the holders of the Preferred Securities will
recognize any gain or loss for United States federal income tax purposes as a
result of the dissolution of the Trust and the distribution of the Subordinated
Debentures; and, provided, further, that, if at the time there is available to
the Trust 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 similar reasonable measure that has no adverse
effect on the Trust, Ohio Edison or the holders of the Preferred Securities, the
Trust will pursue such measure in lieu of dissolution. Furthermore, if in the
case of the occurrence of a Tax Event (i) Ohio Edison has received an opinion of
a nationally recognized independent tax counsel experienced in such matters (a
"Redemption Tax Opinion") that, as a result of a Tax Event, there is more than
an insubstantial risk that Ohio Edison would be

43
<PAGE> 46

precluded from 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 Preferred Securities in liquidation of such
holders' interests in the Trust as described above, or (ii) in the event of any
Special Event, after receipt of a Dissolution Tax Opinion or Investment Company
Event Opinion, as the case may be, the Regular Trustees shall have been informed
by such tax counsel that a No Recognition Opinion cannot be delivered, Ohio
Edison shall have the right at any time, upon not less than 30 nor more than 60
days' notice, to redeem the Subordinated Debentures in whole or in part for cash
within 90 days following the occurrence of such Special Event, and, following
such redemption, Trust Securities with an aggregate liquidation amount equal to
the aggregate principal amount of the Subordinated Debentures so redeemed shall
be redeemed by the Trust at the Redemption Price on a pro rata basis; provided,
however, that, if there is available to the Trust 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 similar
reasonable measure that has no adverse effect on the Trust, Ohio Edison or the
holders of the Preferred Securities, Ohio Edison or the Trust will pursue such
measure in lieu of redemption.

If 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.

After the date for any distribution of Subordinated Debentures upon
dissolution of the Trust, (i) the Preferred Securities and Preferred Securities
Guarantee will no longer be deemed to be outstanding and (ii) any certificates
representing Preferred Securities and the Preferred Securities Guarantee will be
deemed to represent Subordinated Debentures having an aggregate principal amount
equal to the aggregate stated liquidation amount of, 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 reissue.

There can be no assurance as to the market prices for the Preferred
Securities or the Subordinated Debentures that may be distributed in exchange
for the Preferred Securities if a termination and liquidation of the Trust were
to occur. Accordingly, the Preferred Securities that an investor may purchase,
whether pursuant to the offer hereby or in the secondary market, or the
Subordinated Debentures that the investor may receive on termination and
liquidation of the Trust, may trade at a discount to the price that the investor
paid to purchase the Preferred Securities offered hereby.

On December 7, 1995, the U.S. Treasury Department announced a Balanced
Budget Proposal containing an amendment that would classify a debt instrument
issued on or after December 7, 1995 as equity if the instrument had a term
exceeding 20 years and was not classified as indebtedness on the issuer's
balance sheet. Because the Subordinated Debentures will have a maximum term not
exceeding 20 years, the provisions of the proposed amendment are not applicable
to the Subordinated Debentures. Ohio Edison cannot predict whether this proposed
amendment may be modified or other legislation may be enacted that might affect
the character or treatment for United States federal income tax purposes of the
Subordinated Debentures or otherwise affect the Preferred Securities offered
hereby. If legislation were enacted limiting, in whole or in part, the
deductibility by Ohio Edison of interest on the Subordinated Debentures for
United States federal income tax purposes, such enactment would be a Tax Event.
Under certain circumstances following a Tax Event, Ohio Edison may cause the
Subordinated Debentures to be redeemed, which would result in a redemption by
the Trust of the Preferred Securities. See "Description of the Preferred
Securities -- Special Event Redemption or Distribution." It is expected that the
December 7, 1995 proposed tax law changes, if enacted, would not alter the
United States federal income tax consequences of the exchange of Class A Shares
for Preferred Securities and the ownership and disposition of Preferred
Securities. See "Taxation."

REDEMPTION PROCEDURES

The Trust may not redeem fewer than all of the outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all
Trust Securities for all quarterly distribution periods terminating on or prior
to the date of redemption.

44
<PAGE> 47

If the Trust gives a notice of redemption in respect of Preferred
Securities (which notice will be irrevocable), then immediately prior to the
close of business on the redemption date, provided that Ohio Edison has paid to
the Trust a sufficient amount of cash in connection with the related redemption
or maturity of the Subordinated Debentures, distributions will cease to accrue
on the Preferred Securities called for redemption, such Preferred Securities
shall no longer be deemed to be outstanding and 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. Neither the Company Trustees nor the
Trust shall be required to register or cause to be registered the transfer of
any Preferred Securities which have been so called for redemption. If 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 that 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
each case with the same force and effect as if made on such date fixed for
redemption. If Ohio Edison fails to repay Subordinated Debentures on maturity or
on the date fixed for a redemption or if payment of the Redemption Price in
respect of Preferred Securities is improperly withheld or refused and not paid
by the Trust or by Ohio Edison pursuant to the Preferred Securities Guarantee
described under "Description of the Preferred Securities Guarantee",
distributions on such Preferred Securities will continue to accrue from the
original redemption date of the Preferred Securities 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.

In the event that fewer than all of the outstanding Preferred Securities
are to be redeemed, the Preferred Securities will be redeemed pro rata as
described under "-- Book-Entry; Delivery and Form" below.

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

LIQUIDATION DISTRIBUTION UPON TERMINATION

In the event of any voluntary or involuntary termination, dissolution or
winding-up of the Trust, the holders of the Preferred Securities at that time
will be entitled to receive out of the assets of the Trust, after satisfaction
of liabilities to creditors, distributions in an amount equal to the aggregate
of the stated liquidation amount of $25 per Preferred Security plus accrued and
unpaid distributions thereon to the date of payment (the "Liquidation
Distribution"), unless, in connection with such termination, dissolution or
winding-up Subordinated Debentures in an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid distributions on, the Preferred Securities, have been distributed on a
pro rata basis to the holders of Preferred Securities in exchange for such
Preferred Securities.

If, upon any such termination, dissolution or winding-up 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 the
amounts payable directly by the Trust on the Preferred Securities shall be paid
on a pro rata basis. The holders of the Common Securities will be entitled to
receive distributions upon any such dissolution pro rata with the holders of the
Preferred Securities, except that if a Declaration Event of Default has occurred
and is continuing, the Preferred Securities shall have a preference over the
Common Securities with regard to such distributions.

Pursuant to the Declaration, the Trust shall terminate (i) on
[ ], 20[ ], the expiration of the term of the Trust, (ii) upon the
bankruptcy of Ohio Edison or the holder of the Common Securities, (iii) upon the
filing of a certificate of dissolution or its equivalent with respect to Ohio
Edison or the holder of the Common Securities, the filing of a certificate of
cancellation with respect to the Trust, or the revocation of the charter of Ohio
Edison or the holder of the Common Securities and the expiration of 90 days
after the date of revocation without a reinstatement thereof, (iv) upon the
distribution of the Subordinated Debentures following the occurrence of a
Special Event, (v) upon the entry of a decree of a judicial dissolution of Ohio

45
<PAGE> 48

Edison or the holder of the Common Securities or the Trust, (vi) upon the
redemption of all of the Trust Securities or (vii) before the issuance of any
Trust Securities, with the consent of all of the Regular Trustees and the
Sponsor.

DECLARATION EVENTS OF DEFAULT

An event of default under the Indenture (an "Indenture Event of Default")
(see "Description of the Subordinated Debentures -- Indenture Events of
Default") constitutes an event of default under the Declaration with respect to
the Trust Securities (a "Declaration Event of Default"); provided, that pursuant
to the Declaration, the holder of the Common Securities will be deemed to have
waived any Declaration Event of Default with respect to the Common Securities or
its consequences until all Declaration Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated. Until such
Declaration Events of Default with respect to the Preferred Securities have been
so cured, waived or otherwise eliminated, the Property Trustee will be deemed to
be acting solely on behalf of the holders of the Preferred Securities and only
the holders of the Preferred Securities will have the right to direct the
Property Trustee with respect to certain matters under the Declaration, and
therefore the Indenture.

Upon the occurrence of a Declaration Event of Default, the Property
Trustee, as the sole holder of the Subordinated Debentures, will have the right
under the Indenture to declare the principal of, and interest on, the
Subordinated Debentures to be immediately due and payable.

If a Declaration Event of Default occurs that results from the failure of
Ohio Edison to pay principal of or interest on the Subordinated Debentures when
due, during the continuance of such an event of default a holder of Preferred
Securities may institute a legal proceeding directly against Ohio Edison to
obtain payment of such principal or interest on Subordinated Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities owned of record by such holder. The holders of Preferred Securities
will not be able to exercise directly against Ohio Edison any other remedy
available to the Property Trustee unless the Property Trustee first fails to do
so. See "-- Voting Rights."

VOTING RIGHTS

Except as provided below and except as provided under the Business Trust
Act, the Trust Indenture Act and under "Description of the Preferred Securities
Guarantee -- Amendments and Assignment" below, and except as otherwise required
by law and the Declaration, the holders of the Preferred Securities will have no
voting rights. In the event that Ohio Edison elects to defer payments of
interest on the Subordinated Debentures as described above under
"-- Distributions," the holders of the Preferred Securities do not have the
right to appoint a special representative or trustee or otherwise act to protect
their interests.

Subject to the requirement of the Property Trustee obtaining a tax opinion
as set forth in the last sentence of this paragraph, the holders of a majority
in aggregate 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 Property Trustee, or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration, including to
(i) direct the time, method and place of conducting any proceeding for any
remedy available to the Debenture Trustee (as hereinafter defined) under the
Indenture with respect to the Subordinated Debentures or exercising any trust or
power conferred on the Debenture Trustee, (ii) waive any past Indenture Event of
Default which is waivable under the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Subordinated
Debentures shall be due and payable, or (iv) consent to any amendment,
modification or termination of the Indenture or the Subordinated Debentures,
where such consent shall be required, provided that where a consent under the
Indenture would require the consent of the holders of greater than a majority in
principal amount of Subordinated Debentures affected thereby (a
"Super-Majority"), only the holders of at least the proportion in liquidation
amount of the Preferred Securities which the relevant Super-Majority represents
of the aggregate principal amount of the Subordinated Debentures may direct the
Property Trustee to give such consent. If the Property Trustee fails to enforce
its rights under the Declaration (including, without limitation, its rights,
powers and privileges as the holder of the Subordinated Debentures under the
Indenture), a holder of Preferred Securities may, to the

46
<PAGE> 49

extent permitted by law, institute a legal proceeding directly against any
person to enforce the Property Trustee's rights under the Declaration without
first instituting any legal proceeding against the Property Trustee or any other
person or entity. Following and during the continuance of a Declaration Event of
Default that results from the failure of Ohio Edison to pay principal of or
interest on the Subordinated Debentures when due, a holder may also proceed
directly against Ohio Edison, without first waiting to determine if the Property
Trustee has enforced its rights under the Declaration, to obtain payment of such
principal or interest on Subordinated Debentures having a principal amount equal
to the aggregate liquidation amount of the Preferred Securities owned of record
by such holder. 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. Such notice shall state that such
Indenture Event of Default also constitutes a Declaration Event of Default. The
Property Trustee shall not take any action described in clause (ii), (iii) or
(iv) above unless the Property Trustee has obtained an opinion of independent
tax counsel to the effect that, as a result of such action, the Trust will not
be classified as other than a grantor trust for United States federal income tax
purposes.

In the event the consent of the Property Trustee, as the holder of the
Subordinated Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture, the Property Trustee
shall request the direction of the holders of the Trust Securities with respect
to such amendment, modification or termination. The Property Trustee shall vote
with respect to such amendment, modification or termination as directed by a
majority in liquidation amount of the Preferred Securities and, if no
Declaration Event of Default has occurred and is continuing, a majority in
liquidation amount of the Common Securities, voting together as a single class,
provided that where a consent under the Indenture would require the consent of a
Super-Majority, the Property Trustee may only give such consent at the direction
of the holders of at least the proportion in liquidation amount of the Preferred
Securities and Common Securities, respectively, which the relevant
Super-Majority represents of the aggregate principal amount of the Subordinated
Debentures outstanding. The Property Trustee shall not take any such action in
accordance with the directions of the holders of the Trust Securities unless the
Property Trustee has obtained an opinion of independent tax counsel to the
effect that, as a result of such action, the Trust will not be classified as
other than a grantor trust for United States federal income tax purposes.

A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.

Any required approval or direction of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the holders of Trust Securities or pursuant
to written consent. The Regular 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
mailed to each holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the holders of Preferred
Securities will be required for the Trust to redeem and cancel Preferred
Securities or distribute Subordinated Debentures in accordance with the
Declaration.

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 at such time by Ohio Edison or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, Ohio Edison, shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if they were not
outstanding.

The procedures by which holders of Preferred Securities registered in the
name of and held by a Depository Institution or its nominee may exercise their
voting rights are described below. See "-- Book-Entry; Delivery and Form."

Holders of the Preferred Securities will have no rights to appoint or
remove the Company Trustees, who may be appointed, removed or replaced solely by
Ohio Edison, as the holder of all the Common Securities.

47
<PAGE> 50

MODIFICATION OF THE DECLARATION

The Declaration may be amended or modified if approved and executed by a
majority of the Regular Trustees, provided that if any proposed amendment
provides for, or the Regular Trustees otherwise propose to effect, (i) any
action that would adversely affect the powers, preferences or special rights of
the Trust Securities, whether by way of amendment to the Declaration or
otherwise or (ii) the dissolution, winding-up or termination of the Trust other
than pursuant to the terms of the Declaration, then the holders of the Trust
Securities as a single class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of at least a majority in liquidation amount of the Trust Securities
affected thereby. In the event any amendment or proposal referred to in clause
(i) above would adversely affect only the Preferred Securities or the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a majority in liquidation amount of such class of
Trust Securities.

Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause the Trust to
be classified for purposes of United States federal income taxation as other
than a grantor trust, (ii) reduce or otherwise adversely affect the powers of
the Property Trustee or (iii) cause the Trust to be deemed to be an "investment
company" which is required to be registered under the 1940 Act.

EXPENSES AND TAXES

In the Declaration, Ohio Edison has agreed to pay for all debts and other
obligations (other than with respect to the Trust Securities) and all costs and
expenses of the Trust (including costs and expenses relating to the organization
of the Trust, the fees and expenses of the Company Trustees and the costs and
expenses relating to the operation of the Trust) and to pay any and all taxes
and all costs and expenses with respect thereto (other than United States
withholding taxes) to which the Trust might become subject. The foregoing
obligations of the Trust under the Declaration are for the benefit of, and shall
be enforceable by, the Property Trustee and any person to whom any such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice thereof. The Property Trustee and any such
Creditor may enforce such obligations of the Trust directly against Ohio Edison,
and Ohio Edison has irrevocably waived any right or remedy to require that the
Property Trustee or any such Creditor take any action against the Trust or any
other person before proceeding against Ohio Edison. Ohio Edison has also agreed
in the Declaration to execute such additional agreements as may be necessary or
desirable to give full effect to the foregoing agreement of Ohio Edison.

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described below. The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the holders of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State; provided, that (i) such successor entity
either (x) expressly assumes all of the obligations of the Trust with respect to
the Trust Securities or (y) substitutes for the Trust Securities other
securities having substantially the same terms as the Trust Securities (the
"Successor Securities") so long as the Successor Securities rank the same as the
Trust Securities rank in priority with respect to distributions and payments
upon termination, liquidation, redemption, maturity and otherwise, (ii) Ohio
Edison expressly acknowledges a trustee of such successor entity which possesses
the same powers and duties as the Property Trustee as the holder of the
Subordinated Debentures, (iii) the Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, (iv) such
merger, consolidation, amalgamation or replacement does not cause the Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation or replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust Securities (including any
Successor Securities) in

48
<PAGE> 51

any material respect (other than with respect to any dilution of the holders'
interest in the new entity), (vi) such successor entity has a purpose identical
to that of the Trust, (vii) prior to such merger, consolidation, amalgamation or
replacement, Ohio Edison has received an opinion from independent counsel to the
Trust experienced in such matters to the effect that (A) such merger,
consolidation, amalgamation or replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust Securities (including any
Successor Securities) in any material respect (other than with respect to any
dilution of the holders' interest in the new entity), and (B) following such
merger, consolidation, amalgamation or replacement, neither the Trust nor such
successor entity will be required to register as an investment company under the
1940 Act and (viii) Ohio Edison guarantees the obligations of such successor
entity under the Successor Securities at least to the extent provided by the
Preferred Securities Guarantee. Notwithstanding the foregoing, the Trust shall
not, except with the consent of holders of 100% in liquidation amount of the
Trust Securities, consolidate, amalgamate, merge with or into, or be replaced by
any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified for
United States federal income tax purposes as other than a grantor trust.

BOOK-ENTRY; DELIVERY AND FORM

Preferred Securities will be issued in fully registered form. Investors may
elect to hold their Preferred Securities directly or, subject to the rules and
procedures of a Depository Institution described below, hold interests in a
global certificate (the "Preferred Securities Global Certificate") registered in
the name of a Depository Institution or its nominee. However, tendering holders
of Depositary Shares held in global form shall initially receive an interest in
the Preferred Securities Global Certificate and tendering holders of Depositary
Shares held directly in certificated form shall initially receive Preferred
Securities in certificated form, in each case unless otherwise specified in the
Letter of Transmittal. See "The Offer -- Procedures for Tendering".

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in a global Preferred
Security. A Depository Institution holds securities that its participants
("Participants") deposit with the Depository Institution. A Depository
Institution also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities 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").
A Depository Institution is owned by a number of its Direct Participants and by
the NYSE, the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the Depository Institution's 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 a Depository Institution and its Participants are on file with the
Commission.

Upon issuance of a Preferred Securities Global Certificate, the Depository
Institution will credit on its book-entry registration and transfer system the
number of Preferred Securities represented by such Preferred Securities Global
Certificate to the accounts of institutions that have accounts with the
Depository Institution. Ownership of beneficial interests in a Preferred
Securities Global Certificate will be limited to Participants or persons that
may hold interests through Participants. 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 the Depository Institution 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 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.

49
<PAGE> 52

A Depository Institution has no knowledge of the actual Beneficial Owners
of the Preferred Securities; a Depository Institution'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
will remain responsible for keeping account of their holdings on behalf of their
customers. So long as a Depository Institution, or its nominee, is the owner of
a Preferred Securities Global Certificate, a Depository Institution or such
nominee, as the case may be, will be considered the sole owner and holder of
record of the Preferred Securities represented by such Preferred Securities
Global Certificate for all purposes.

Conveyance of notices and other communications by a Depository Institution
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 the Depository Institution. If less
than all of the Preferred Securities are being redeemed, the Depository
Institution will reduce pro rata (subject to adjustment to eliminate fractional
Preferred Securities) the amount of interest of each Direct Participant in the
Preferred Securities to be redeemed.

Although voting with respect to the Preferred Securities is limited, in
those instances in which a vote is required, the Depository Institution will not
consent or vote with respect to Preferred Securities. Under its usual
procedures, the Depository Institution would mail an Omnibus Proxy to the Trust
as soon as possible after the record date. The Omnibus Proxy assigns the
Depository Institution'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 represented by a
Preferred Securities Global Certificate will be made by the Trust to the
Depository Institution. The Depository Institution's practice is to credit
Direct Participants' accounts on the relevant payment date in accordance with
their respective holdings shown on a Depository Institution's records unless the
Depository Institution 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 Participants and not of a Depository Institution, the
Trust or Ohio Edison, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of distributions to a Depository
Institution is the responsibility of the Trust, disbursement of such payments to
Direct Participants is the responsibility of the Depository Institution, and
disbursement of such payments to the Beneficial Owners is the responsibility of
Direct and Indirect Participants.

A Depository Institution may discontinue providing its services as
securities depository with respect to the Preferred Securities at any time by
giving reasonable notice to the Trust. Under such circumstances, if a successor
securities depository is not obtained, Preferred Security certificates will be
required to be printed and delivered. Additionally, the Trust may decide to
discontinue use of the system of book-entry transfers through the Depository
Institution (or a successor depository). In that event, certificates for the
Preferred Securities will be printed and delivered.

The information in this section concerning the Depository Institution and
the Depository Institution's book-entry system has been obtained from sources
that the Trust and Ohio Edison believe to be reliable, but the Trust and Ohio
Edison take no responsibility for the accuracy thereof.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities and after the curing of all such defaults that may have
occurred, undertakes to perform only such duties as are specifically set forth
in the Declaration and, after default, shall exercise the same degree of care as
a prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provisions, the Property Trustee is under no obligation to
exercise any of the powers vested in it by the Declaration at the request of any
holder of Preferred Securities, unless offered reasonable indemnity by such
holder against the costs,

50
<PAGE> 53

expenses and liabilities which might be incurred thereby; but the foregoing
shall not relieve the Property Trustee, upon the occurrence of a Declaration
Event of Default, from exercising the rights and powers vested in it by the
Declaration. The Property Trustee also serves as the Debenture Trustee under the
Indenture and as the Preferred Guarantee Trustee under the Preferred Securities
Guarantee.

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. The Property Trustee also acts as trustee under the trust
agreement, guarantee and indenture relating to a series of preferred securities
issued by another Ohio Edison trust subsidiary.

REGISTRAR AND TRANSFER AGENT

The Property Trustee will act as initial paying agent and initial transfer
agent and registrar and may designate an additional paying agent at any time.
The Regular Trustees have the right to appoint and replace any paying agent or
transfer agent and registrar. Registration of transfers of Preferred Securities
will be effected without charge by or on behalf of the Trust, but upon payment
(with the giving of such indemnity as the Regular Trustees may require) in
respect of any tax or other government charges which may be imposed in relation
to it. The Trust will not be required to register or cause to be registered the
transfer of Preferred Securities after such Preferred Securities have been
called for redemption.

GOVERNING LAW

The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS

The Regular Trustees are authorized and directed to operate the Trust in
such a way so that the Trust will not be deemed to be an "investment company"
required to be registered under the 1940 Act or characterized for United States
federal income tax purposes as other than a grantor trust. Ohio Edison is
authorized and directed to conduct its affairs so that the Subordinated
Debentures will be treated as indebtedness of Ohio Edison for United States
federal income tax purposes. In this connection, the Regular Trustees and Ohio
Edison are authorized to take any action, not inconsistent with applicable law,
the Declaration or the Restated Articles of Incorporation of Ohio Edison, that
each of the Regular Trustees and Ohio Edison determines in their discretion to
be necessary or desirable for such purposes, as long as such action does not
materially and adversely affect the interests of the holders of the Preferred
Securities.

Holders of the Preferred Securities will have no preemptive rights.

DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEE

Set forth below is a summary of information concerning the Preferred
Securities Guarantee that will be executed and delivered by Ohio Edison for the
benefit of the holders from time to time of the Preferred Securities. The
Preferred Securities Guarantee will be qualified as an indenture under the Trust
Indenture Act. The Bank of New York will act as the Preferred Guarantee Trustee.
The terms of the Preferred Securities Guarantee will be those set forth therein
and those made part thereof by the Trust Indenture Act. The following summary
does not purport to be complete and is subject in all respects to the provisions
of, and is qualified in its entirety by reference to, the Preferred Securities
Guarantee (which is filed as an exhibit to the Registration Statement of which
this Prospectus forms a part) and the Trust Indenture Act. The Preferred
Securities will be held by the Preferred Guarantee Trustee for the benefit of
the holders of the Preferred Securities.

51
<PAGE> 54

GENERAL

Pursuant to the Preferred Securities Guarantee, Ohio Edison will
irrevocably and unconditionally agree, to the extent set forth therein, to pay
in full to the holders of the Preferred Securities the Guarantee Payments (as
defined herein) (without duplication of amounts theretofore paid by the Trust),
to the extent not paid by the Trust, regardless of any defense, right of set-off
or counterclaim that the Trust may have or assert. The following payments or
distributions with respect to the Preferred Securities to the extent not paid or
made by the Trust (the "Guarantee Payments") will be subject to the Preferred
Securities Guarantee (without duplication): (i) any accrued and unpaid
distributions that are required to be paid on the Preferred Securities, to the
extent the Trust has funds available therefor, (ii) the Redemption Price, which
includes all accrued and unpaid distributions to the date of the redemption, to
the extent the Trust has funds available therefor, with respect to any Preferred
Securities called for redemption by the Trust and (iii) upon a voluntary or
involuntary termination, dissolution or winding-up of the Trust (other than in
connection with the distribution of Subordinated Debentures to the holders of
Preferred Securities in exchange for 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 Trust has
funds available therefor, and (b) the amount of assets of the Trust remaining
available for distribution to holders of Preferred Securities in liquidation of
the Trust. 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 Trust to pay such amounts to such
holders.

The Preferred Securities Guarantee will be a full and unconditional
guarantee of the Guarantee Payments with respect to the Preferred Securities
from the time of issuance of the Preferred Securities, but will not apply to the
payment of distributions and other payments on the Preferred Securities when the
Property Trustee does not have sufficient funds in the Property Account to make
such distributions or other payments. If Ohio Edison does not make interest
payments on the Subordinated Debentures held by the Property Trustee, the Trust
will not make distributions on the Preferred Securities issued by the Trust and
will not have funds available therefor. See "Risk Factors and Special
Considerations Relating to the Offer -- Rights Under the Preferred Securities
Guarantee" and "Description of the Subordinated Debentures -- Certain
Covenants."

Ohio Edison has also agreed separately to guarantee the obligations of the
Trust with respect to the Common Securities (the "Common Securities Guarantee")
to the same extent as the Preferred Securities Guarantee, except that upon the
occurrence and during the continuation of an Indenture Event of Default, holders
of Preferred Securities shall have priority over holders of Common Securities
with respect to distributions and payments on liquidation, redemption or
otherwise.

CERTAIN COVENANTS OF OHIO EDISON

In the Preferred Securities Guarantee, Ohio Edison will covenant that, so
long as the Preferred Securities remain outstanding, if there shall have
occurred and is continuing any event that would constitute an event of default
under the Preferred Securities Guarantee or the Declaration, then (a) Ohio
Edison shall not declare or pay any dividend on, or make any distribution with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock, (b) Ohio Edison shall not make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by Ohio Edison which rank pari passu with or junior to
the Subordinated Debentures and (c) Ohio Edison shall not make any guarantee
payments (other than pursuant to the Preferred Securities Guarantee) with
respect to the foregoing. However, neither the foregoing restriction (a) nor any
other language in the Preferred Securities Guarantee shall prevent Ohio Edison
from paying stock dividends where the dividend stock is the same as that on
which the dividend is paid.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes which do not materially adversely affect
the rights of holders of Preferred Securities (in which case no vote will be
required), the Preferred Securities Guarantee may be

52
<PAGE> 55

amended only with the prior approval of the holders of not less than a majority
in liquidation amount of the outstanding Preferred Securities. The manner of
obtaining any such approval of holders of the Preferred Securities is set forth
under "Description of the Preferred Securities -- Voting Rights." All guarantees
and agreements contained in the Preferred Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of Ohio Edison and
shall inure to the benefit of the Preferred Guarantee Trustee and the holders of
the Preferred Securities then outstanding.

TERMINATION OF THE PREFERRED SECURITIES GUARANTEE

The Preferred Securities Guarantee will terminate and be of no further
force and effect as to the Preferred Securities upon full payment of the
Redemption Price of all Preferred Securities, or upon distribution of the
Subordinated Debentures to the holders of the Preferred Securities, and will
terminate completely upon full payment of the amounts payable upon liquidation
of the Trust. The Preferred Securities 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 repay to the Trust or Ohio Edison, or their
successors, any sums paid to them under such Preferred Securities or the
Preferred Securities Guarantee.

EVENTS OF DEFAULT

An event of default under the Preferred Securities Guarantee will occur
upon the failure of Ohio Edison to perform any of its payment or other
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 Preferred Guarantee Trustee in respect of the
Preferred Securities Guarantee or to direct the exercise of any trust or power
conferred upon the Preferred Guarantee Trustee under the Preferred Securities
Guarantee. If the Preferred Guarantee Trustee fails to enforce the Preferred
Securities Guarantee, any holder of Preferred Securities may institute a legal
proceeding directly against Ohio Edison to enforce the Preferred Guarantee
Trustee's rights under the Preferred Securities Guarantee, without first
instituting a legal proceeding against the Trust, the Preferred Guarantee
Trustee or any other person or entity. In addition, any record holder of
Preferred Securities shall have the right, which is absolute and unconditional,
to proceed directly against Ohio Edison to obtain Guarantee Payments, without
first waiting to determine if the Preferred Guarantee Trustee has enforced the
Preferred Security Guarantee or instituting a legal proceeding against the
Trust, the Preferred Guarantee Trustee or any other person or entity.

STATUS OF THE PREFERRED SECURITIES GUARANTEE

Ohio Edison's obligations under the Preferred Securities Guarantee to make
the Guarantee Payments will constitute an unsecured obligation of Ohio Edison
and will rank (i) subordinate and junior in right of payment to all other
liabilities of Ohio Edison, including the Subordinated Debentures, (ii) pari
passu with the most senior preferred stock issued from time to time by Ohio
Edison and with any current or future guarantee entered into by Ohio Edison in
respect of any preferred stock of any subsidiary or affiliate of Ohio Edison and
(iii) senior to Ohio Edison's common stock. The terms of the Preferred
Securities provide that each holder of Preferred Securities by acceptance
thereof agrees to the subordination provisions and other terms of the Preferred
Securities Guarantee.

The Preferred Securities Guarantee will constitute a guarantee of payment
and not of collection (that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under the
guarantee without instituting a legal proceeding against any other person or
entity). The Preferred Securities Guarantee will be deposited with the Preferred
Guarantee Trustee to be held for the benefit of the holders of the Preferred
Securities. Except as otherwise noted herein, the Preferred Guarantee Trustee
has the right to enforce the Preferred Securities Guarantee on behalf of the
holders of the Preferred Securities. The Preferred Securities Guarantee will not
be discharged except by payment of the Guarantee Payments in full (without
duplication of amounts theretofore paid by the Trust).

53
<PAGE> 56

Ohio Edison's obligations under the Preferred Securities Guarantee, taken
together with its obligations under the Declaration, the Subordinated Debentures
and the Indenture, in the aggregate provide a full and unconditional guarantee
by Ohio Edison of payments due on the Preferred Securities.

INFORMATION CONCERNING THE PREFERRED GUARANTEE TRUSTEE

The Preferred Guarantee Trustee, prior to the occurrence of a default with
respect to the Preferred Securities Guarantee and after the curing of all such
defaults that may have occurred, undertakes to perform only such duties as are
specifically set forth in the Preferred Securities Guarantee and, after default,
shall exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provisions, the Preferred
Guarantee Trustee is under no obligation to exercise any of the powers vested in
it by the Preferred Securities Guarantee at the request of any holder of
Preferred Securities, unless offered reasonable indemnity against the costs,
expenses and liabilities which might be incurred thereby; but the foregoing
shall not relieve the Preferred Guarantee Trustee, upon the occurrence of an
event of default under the Preferred Securities Guarantee, from exercising the
rights and powers vested in it by the Preferred Securities Guarantee. The
Preferred Guarantee Trustee also serves as Property Trustee under the
Declaration and as Debenture Trustee under the Indenture.

GOVERNING LAW

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

DESCRIPTION OF THE SUBORDINATED DEBENTURES

Set forth below is a description of the terms of the Subordinated
Debentures. The following description does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Indenture, to
be dated as of [ ], 1996, as supplemented by a First Supplemental
Indenture (as so supplemented, the "Indenture"), between Ohio Edison and The
Bank of New York, as Trustee (the "Debenture Trustee"), the form of which is
filed as an exhibit to the Registration Statement of which this Prospectus forms
a part. The terms of the Subordinated Debentures will include those stated in
the Indenture and those made a part of the Indenture by reference to the Trust
Indenture Act. Certain capitalized terms used herein are defined in the
Indenture.

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

If the Subordinated Debentures are distributed to the holders of the Trust
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.

GENERAL

The Subordinated Debentures will be issued as unsecured subordinated debt
securities under the Indenture. The Subordinated Debentures will be limited in
aggregate principal amount to (i) the aggregate liquidation preference of the
Preferred Securities issued by the Trust in the Offer and (ii) the proceeds
received by the Trust upon issuance of the Common Securities to Ohio Edison
(which proceeds will be used to purchase an equal principal amount of
Subordinated Debentures).

The Subordinated Debentures are not subject to any sinking fund provision.
The entire principal amount of the Subordinated Debentures will mature and
become due and payable, together with any accrued and unpaid interest thereon,
including Additional Interest (as defined herein), if any, on [ ],
2016.

54
<PAGE> 57

If Subordinated Debentures are distributed to holders of Trust Securities
in dissolution of the Trust, such Subordinated Debentures will be so issued in
fully registered certificated form without coupons in denominations of $25 and
integral multiples thereof and may be transferred or exchanged at the offices
described below.

Payments of principal and interest on Subordinated Debentures will be
payable, the transfer of the Subordinated Debentures will be registrable, and
Subordinated Debentures will be exchangeable for Subordinated Debentures of
other denominations of a like aggregate principal amount, at the corporate trust
office of the Debenture Trustee in The City of New York; provided that payments
of interest may be made at the option of Ohio Edison by check mailed to the
address of the persons entitled thereto and that the payment of principal with
respect to any Subordinated Debenture will be made only upon surrender of such
Subordinated Debenture to the Indenture Trustee.

The Indenture does not contain provisions that afford holders of the
Subordinated Debentures protection in the event of a highly leveraged
transaction involving Ohio Edison or a decline in the credit quality of Ohio
Edison resulting from a change of control transaction.

SUBORDINATION

The Indenture provides that the Subordinated Debentures are subordinated
and junior in right of payment to all Senior Indebtedness of Ohio Edison,
whether now existing or hereafter incurred. No payment of principal of
(including redemption payments, if any), premium, if any, or interest on, the
Subordinated Debentures may be made if (a) any Senior Indebtedness of Ohio
Edison is not paid when due and any applicable grace period with respect to such
default has ended with such default not being cured or waived or ceasing to
exist, or (b) the maturity of any Senior Indebtedness has been accelerated
because of a default. Upon any 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, premium, if any, 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.
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 such Senior Indebtedness until all amounts owing on
the Subordinated Debentures are paid in full.

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:

(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 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.

The Indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued. At December 31, 1995, Ohio Edison had approximately $3.3
billion principal amount of indebtedness for borrowed money constituting Senior
Indebtedness on a consolidated basis.

CERTAIN COVENANTS

If (i) there shall have occurred any event that would constitute an
Indenture Event of Default or (ii) Ohio Edison shall be in default with respect
to its payment of any obligations under the Preferred

55
<PAGE> 58

Securities Guarantee, then (a) Ohio Edison shall not declare or pay any dividend
on, make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock, (b) Ohio Edison
shall not make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by Ohio Edison which rank
pari passu with or junior to the Subordinated Debentures and (c) Ohio Edison
shall not make any guarantee payments (other than pursuant to the Preferred
Securities Guarantee) with respect to the foregoing.

If Ohio Edison shall have given notice of its election of an Extension
Period as provided in the Indenture and such period, or any extension thereof,
shall be continuing, then (a) Ohio Edison shall not declare or pay any dividend
on, make any distributions with respect to, or redeem, purchase or make a
liquidation payment with respect to, any of its capital stock, (b) Ohio Edison
shall not make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities issued by Ohio Edison which rank
pari passu with or junior to the Subordinated Debentures and (c) Ohio Edison
shall not make any guarantee payments (other than pursuant to the Preferred
Securities Guarantee) with respect to the foregoing.

Notwithstanding the foregoing restrictions, Ohio Edison will be permitted,
in any event, to pay any stock dividend where the dividend stock is the same as
that on which the dividend is paid.

For so long as the Trust Securities remain outstanding, Ohio Edison will
covenant (i) to directly or indirectly maintain 100% direct or indirect
ownership of the Common Securities of the Trust; provided, however, that any
permitted successor of Ohio Edison under the Indenture may succeed to Ohio
Edison's ownership of such Common Securities, (ii) not to cause, as sponsor of
the Trust, or to permit, as holder of the Common Securities, the termination,
dissolution or winding-up of the Trust, except in connection with a distribution
of the Subordinated Debentures as provided in the Declaration and in connection
with certain mergers, consolidations or amalgamations, (iii) to use its
reasonable efforts to cause the Trust (a) to remain a statutory business trust,
except in connection with the distribution of Subordinated Debentures to the
holders of Trust Securities in liquidation of the Trust, the redemption of all
of the Trust Securities of the Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration, and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
purposes and (iv) to use reasonable efforts to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Subordinated Debentures.

OPTIONAL REDEMPTION

Ohio Edison shall have the right to redeem the Subordinated Debentures, in
whole or in part, from time to time, after April 1, 1998, or at any time in
certain circumstances upon the occurrence of a Tax Event as described under
"Description of the Preferred Securities -- Special Event Redemption or
Distribution," upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest, including Additional Interest, if any, to the
redemption date. If a partial redemption of the Preferred Securities resulting
from a partial redemption of the Subordinated Debentures would result in the
delisting of the Preferred Securities, Ohio Edison may only redeem the
Subordinated Debentures in whole.

INTEREST

Each Subordinated Debt Security shall bear interest at the rate of [ ]%
per annum from [ ], 1996, payable quarterly in arrears on March 31,
June 30, September 30, December 31 of each year (each, an "Interest Payment
Date"), commencing [ ], 1996, to the person in whose name such
Subordinated Debenture is registered on the relevant record date, which shall be
not less than fifteen calendar days prior to each Interest Payment Date. In
addition, holders of the Subordinated Debentures will be entitled to Pre-
Issuance Accrued Distribution at the rate of 7.75% per annum of the principal
amount thereof from [ ], 1996 through the Expiration Date, payable on
[ ], 1996 to holders of the Preferred Securities on the record date
for such distributions.

The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full quarterly period will be

56
<PAGE> 59

computed on the basis of the actual number of days elapsed in such 90-day
quarter. 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 such date.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

Ohio Edison shall have the right at any time, and from time to time, during
the term of the Subordinated Debentures to defer payments of interest by
extending the interest payment period for a period not exceeding 20 consecutive
quarters, at the end of which Extension Period Ohio Edison shall pay all
interest then accrued and unpaid (including any Additional Interest), together
with interest thereon at the rate specified for the Subordinated Debentures to
the extent permitted by applicable law; provided, that, during any such
Extension Period, (a) Ohio Edison shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase or make a liquidation
payment with respect to, any of its capital stock, (b) Ohio Edison shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities issued by Ohio Edison which rank pari
passu with or junior to the Subordinated Debentures and (c) Ohio Edison shall
not make any guarantee payments (other than pursuant to the Preferred Securities
Guarantee) with respect to the foregoing; provided, however, the foregoing
restrictions will not prevent Ohio Edison, in any event, from paying any stock
dividend where the dividend stock is the same as that on which the dividend is
paid. Prior to the termination of any such Extension Period, Ohio Edison may
further defer payments of interest by extending 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, as if no Extension Period had previously been declared,
subject to the above requirements. No interest during an Extension Period,
except at the end thereof, shall be due and payable. Ohio Edison has no present
intention of exercising its rights to defer payments of interest by extending
the interest payment period on the Subordinated Debentures. The right to defer
payments of interest will not apply to the Pre-Issuance Accrued Distribution. If
the Property Trustee shall be the sole holder of the Subordinated Debentures,
Ohio Edison shall give the Regular Trustees and the Property Trustee notice of
its selection of an Extension Period one Business Day prior to the earlier of
(i) the next succeeding date on which distributions on the Preferred Securities
are payable or (ii) the date the 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
distribution is payable, but in any event not less than one Business Day prior
to such record date. The Regular Trustees shall give notice of Ohio Edison's
selection of such Extension Period to the holders of the Preferred Securities.
If the Property Trustee shall not be the sole holder of the Subordinated
Debentures, Ohio Edison shall give the holders of the Subordinated Debentures
notice of its selection of such Extension Period ten Business Days prior to the
earlier of (i) the relevant Interest Payment Date or (ii) the date Ohio Edison
is required to give notice to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Subordinated Debentures of the
record or payment date of such related interest payment.

ADDITIONAL INTEREST

If at any time the Trust shall 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
such case, Ohio Edison will pay as additional interest ("Additional Interest")
such additional amounts as shall be required so that the net amounts received
and retained by the Trust after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Trust would have received
had no such taxes, duties, assessments or other governmental charges been
imposed.

57
<PAGE> 60

INDENTURE EVENTS OF DEFAULT

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

The Indenture provides that any one or more of the following described
events constitutes an "Event of Default" with respect to the Subordinated
Debentures:

(a) failure for 30 days to pay interest on the Subordinated
Debentures, including any Additional Interest in respect thereof, when due;
provided, however, that a valid extension of the interest payment period by
Ohio Edison shall not constitute a default in the payment of interest for
this purpose; or

(b) failure to pay principal on the Subordinated Debentures when due
whether at maturity, upon earlier redemption or otherwise; or

(c) failure to comply with any of its other agreements (other than
those specifically relating to another series of subordinated debt
securities) 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
aggregate principal amount of the outstanding Subordinated Debentures; or

(d) certain events of bankruptcy, insolvency or reorganization of Ohio
Edison; or

(e) the voluntary or involuntary dissolution, winding-up or
termination of the Trust, except in connection with the distribution of
Subordinated Debentures to holders of Preferred Securities in liquidation
or redemption of their interests in the Trust, the redemption of all
outstanding Preferred Securities or certain mergers, consolidations or
amalgamations permitted by the Declaration.

The holders of a majority in aggregate outstanding principal amount of the
Subordinated Debentures may direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee. The Debenture
Trustee or the holders of not less than 25% in aggregate outstanding principal
amount of the Subordinated Debentures may declare the principal due and payable
immediately on default, but the holders of a majority in aggregate outstanding
principal amount may rescind such acceleration if all existing Events of Default
(other than the non-payment of the principal of and accrued interest, if any,
due solely by such acceleration) have been cured or waived and if the rescission
would not conflict with any judgment or decree.

The holders of a majority in aggregate outstanding principal amount of the
Subordinated Debentures may, on behalf of the holders of all the Subordinated
Debentures, waive certain past defaults, which shall not include (i) a default
in the payment of principal of or accrued interest on the Subordinated
Debentures (unless 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 (ii) a default that arises out of a breach by Ohio Edison
of any of the covenants described in the first two paragraphs of "-- Certain
Covenants," above. An Indenture Event of Default also constitutes a Declaration
Event of Default. The holders of Preferred Securities in certain circumstances
have the right to direct the Property Trustee to exercise its rights as the
holder of the Subordinated Debentures. See "Description of the Preferred
Securities -- Declaration Events of Default" and "-- Voting Rights."

In addition, if an Indenture Event of Default results from the failure of
Ohio Edison to pay principal of or interest on the Subordinated Debentures when
due, during the continuance of such an event of default a holder of Preferred
Securities may directly institute proceedings against Ohio Edison to obtain
payment of such principal or interest on Subordinated Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities owned by such holder.

58
<PAGE> 61

BOOK-ENTRY AND SETTLEMENT

If any Subordinated Debentures are distributed to holders of Trust
Securities (see "Description of the Preferred Securities"), such Subordinated
Debentures will be issued in fully registered form without coupons. In such
event, investors may elect to hold their Subordinated Debentures directly or,
subject to the rules and procedures of a Depository Institution, hold interests
in a book-entry certificate registered in the name of a Depository Institution
or its nominee.

For a description of a Depository Institution's book-entry system, see
"Description of the Preferred Securities -- Book-Entry; Delivery and Form." As
of the date of this Prospectus, the description herein of a Depository
Institution's book-entry system and a Depository Institution's practices as they
relate to purchases, transfers, notices and payments with respect to the
Preferred Securities apply in all material respects to any Subordinated
Debentures registered in the name of and held by a Depository Institution or its
nominee.

PAYMENT AND PAYING AGENTS

Payment of principal of and premium, if any, on the Subordinated Debentures
will be made only against surrender to the Paying Agent (as defined in the
Indenture) of the Subordinated Debentures. Principal of and premium, if any, and
interest on Subordinated Debentures will be payable, subject to any applicable
laws and regulations, at the office of the Paying Agent (as defined in the
Indenture) or such additional paying agents as Ohio Edison may designate, except
that (i) 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 shall
appear in the security register with respect to the Subordinated Debentures and
(ii) so long as the registered Holder (as defined in the Indenture) of any
Subordinated Debentures is the Property Trustee, the payment of the principal of
and interest (including Additional Interest, if any) on such Subordinated
Debentures will be made at such place and to such account as the Property
Trustee may designate. Payment of interest on the Subordinated Debentures on any
Interest Payment Date will be made to the person in whose name the Subordinated
Debenture (or predecessor security) is registered at the close of business on
the relevant record date for such interest payment.

The Debenture Trustee will initially act as Paying Agent with respect to
the Subordinated Debentures. Ohio Edison may at any time have one or more
additional paying agents, except that if Ohio Edison fails to maintain a Paying
Agent, the Debenture Trustee shall act as such.

The Debenture Trustee and the Paying Agent shall pay to Ohio Edison upon
written request any money or securities held by them for the payment of
principal or interest, if any, that remains unclaimed for two years. After that,
Holders entitled to the money or securities must look to Ohio Edison for payment
unless an applicable abandoned property law dictates otherwise.

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting Ohio Edison and the Debenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Subordinated Debentures, to amend, supplement or waive
compliance with any provision of the Indenture or any supplemental indenture
affecting that series or the rights of the holders of the Subordinated
Debentures; provided that no such amendment, supplement or waiver may, without
the consent of the holder of each outstanding Subordinated Debenture affected
thereby, (i) extend 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 reduce any premium payable upon the redemption thereof,
(ii) waive a default in the payment of the principal of, or interest, if any, on
any Subordinated Debenture, unless Ohio Edison has paid or deposited with the
Debenture Trustee a sum sufficient to pay all matured installments of interest
upon all of the Subordinated Debentures and the principal of the Subordinated
Debentures that shall have become due otherwise than by acceleration, (iii) make
any Subordinated Debenture payable in money or securities other than that stated
in the terms thereof, or (iv) reduce the percentage of Subordinated Debentures
the holders of which are required to consent to any such amendment, supplement
or waiver.

59
<PAGE> 62

In addition, Ohio Edison and the Debenture Trustee may execute, without the
consent of or notice to holders of the Subordinated Debentures, any amendment or
supplemental indenture for certain other usual purposes including the creation
of any new series of subordinated debt securities.

SUCCESSOR CORPORATION

Ohio Edison may not consolidate with or merge into, or transfer its
properties and assets substantially as an entirety to, another corporation
unless (i) the successor corporation, which shall be a corporation organized and
existing under the laws of the United States or a State thereof, assumes by
supplemental indenture all the obligations of Ohio Edison under the Subordinated
Debentures and the Indenture, and (ii) immediately after giving effect to such
transaction, no Indenture Event of Default shall have occurred and be
continuing. The Indenture does not otherwise contain any covenant which
restricts the ability of Ohio Edison to merge or consolidate with or into any
other corporation, sell or convey all or substantially all of its assets to any
person, firm or corporation or otherwise engage in restructuring transactions.

DEFEASANCE 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 with respect to provisions for payment of the
Subordinated Debentures and obligations to maintain records, register the
transfer or exchange of Subordinated Debentures, replace stolen, lost or
mutilated Subordinated Debentures, maintain paying agencies, compensate and
indemnify the Debenture Trustee, and replace the Debenture Trustee under certain
circumstances) if Ohio Edison (i) irrevocably deposits with the Debenture
Trustee, in trust, moneys or U.S. Government Obligations (as defined in the
Indenture) sufficient to pay the principal of, and interest on, all Subordinated
Debentures not theretofore cancelled, replaced or paid, all in accordance with
their terms and (ii) delivers to the Debenture Trustee an opinion of counsel to
the effect that, based upon Ohio Edison's receipt from, or the publication by,
the Internal Revenue Service of a ruling or a change in law, the holders of the
Subordinated Debentures will not recognize income, gain or loss for United
States federal income tax purposes as a result of the deposit, defeasance and
discharge and will be subject to United States federal income tax on the same
amount and in the same manner and at the same times as would have been the case
if such deposit, defeasance or discharge had not occurred.

GOVERNING LAW

The Indenture (for all purposes relating to the Subordinated Debentures)
and the Subordinated Debentures will be governed by, and construed in accordance
with, the internal laws of the State of New York.

INFORMATION CONCERNING THE DEBENTURE TRUSTEE

The Debenture Trustee, prior to default, undertakes to perform only such
duties as are specifically set forth in the Indenture and the Trust Indenture
Act and, after default, shall exercise the same degree of care and skill as a
prudent individual would exercise under the circumstances in the conduct of his
or her own affairs. Subject to such provision, the Debenture Trustee is under no
obligation to perform any duty or exercise any right or power, unless it
receives indemnity satisfactory to it against any loss, liability or expense.
The Debenture Trustee also serves as Property Trustee under the Declaration and
as the Preferred Guarantee Trustee under the Preferred Securities Guarantee.

Ohio Edison and certain of its subsidiaries maintain deposit accounts and
conduct other banking transactions with the Debenture Trustee in the ordinary
course of their businesses. The Debenture 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. The Debenture Trustee also acts as trustee under the trust
agreement, guarantee and indenture relating to a series of preferred securities
issued by another Ohio Edison trust subsidiary.

60
<PAGE> 63

MISCELLANEOUS

Ohio Edison will have the right at all times to assign any of its rights or
obligations under the Indenture to a direct or indirect wholly owned subsidiary
of Ohio Edison; provided, that in the event of any such assignment, Ohio Edison
will remain liable for all such obligations. Subject to the foregoing, the
Indenture will be binding upon the parties thereto and their respective
successors.

The Indenture provides that Ohio Edison will pay all costs and expenses of
the Trust.

EFFECT OF OBLIGATIONS UNDER THE SUBORDINATED DEBENTURES
AND THE PREFERRED SECURITIES GUARANTEE

As set forth in the Declaration, the Trust exists for the purpose of (a)
issuing (i) its Preferred Securities in exchange for Class A Shares validly
tendered in the Offer and delivering such Class A Shares to Ohio Edison in
consideration of the deposit by Ohio Edison in the Trust, as Trust assets, of
Subordinated Debentures having an aggregate stated principal amount equal to the
aggregate stated liquidation amount of such Preferred Securities, and (ii) its
Common Securities to Ohio Edison in exchange for cash and investing the proceeds
thereof in an equivalent amount of Subordinated Debentures and (b) engaging in
such other activities as are necessary, convenient or incidental thereto.

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 payments due on the Trust Securities primarily because (i) the aggregate
principal amount of the Subordinated Debentures will be equal to the aggregate
stated liquidation amount of the Trust 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) Ohio Edison shall pay for all costs, expenses, debts and
obligations of the Trust (other than with respect to the Trust Securities); and
(iv) the Declaration provides that Ohio Edison Trustees shall not cause or
permit the Trust to, among other things, engage in any activity that is not
consistent with the purposes of the Trust.

Payments of distributions (to the extent funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor are
available) are guaranteed by Ohio Edison as and to the extent set forth under
"Description of the Preferred Securities Guarantee." If Ohio Edison does not
make interest payments on the Subordinated Debentures purchased by the Trust, it
is expected that the Trust will not have sufficient funds to pay distributions
on the Preferred Securities. The Preferred Securities Guarantee does not apply
to any payment of distributions unless and until the Trust has sufficient funds
for the payment of such distributions.

If Ohio Edison fails to make interest or other payments on the Subordinated
Debentures when due (taking into account any Extension Period), the Declaration
provides a mechanism whereby the holders of the Preferred Securities, using the
procedures described in "Description of the Preferred Securities -- Voting
Rights," may direct the Property Trustee to enforce its rights under the
Subordinated Debentures or may proceed directly against Ohio Edison to enforce
the Subordinated Debentures. If the Property Trustee fails to enforce its rights
under the Declaration, a holder of Preferred Securities may institute a legal
proceeding directly against Ohio Edison to enforce the Property Trustee's rights
under the Declaration without first instituting any legal proceeding against the
Property Trustee or any other person or entity, including the Trust. In
addition, during the continuance of a Declaration Event of Default that results
from the failure of Ohio Edison to pay principal of or interest on the
Subordinated Debentures when due, a holder may proceed directly against Ohio
Edison to obtain payment of such principal or interest on Subordinated
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities owned of record by such holder.

If Ohio Edison fails to make payments under the Preferred Securities
Guarantee, the Preferred Securities Guarantee provides a mechanism whereby the
holders of a majority in liquidation amount of the Preferred Securities may
direct the Preferred Guarantee Trustee to enforce its rights thereunder. If the
Preferred Guarantee Trustee fails to enforce the Preferred Securities Guarantee,
any holder of Preferred Securities may

61
<PAGE> 64

institute a legal proceeding directly against Ohio Edison to enforce the
Preferred Guarantee Trustee's rights under the Preferred Securities Guarantee,
without first instituting a legal proceeding against the Trust, the Preferred
Guarantee Trustee or any other person or entity. In addition, any record holder
of Preferred Securities shall have the right, which is absolute and
unconditional, to proceed directly against Ohio Edison to obtain Guarantee
Payments, without first waiting to determine if the Preferred Guarantee Trustee
has enforced the Preferred Security Guarantee or instituting a legal proceeding
against the Trust, the Preferred Guarantee Trustee or any other person or
entity.

Ohio Edison's obligations under the Preferred Securities Guarantee, the
Declaration, the Subordinated Debentures and the Indenture, in the aggregate,
provide a full and unconditional guarantee by Ohio Edison of payments due on the
Preferred Securities.

DESCRIPTION OF THE CLASS A SHARES

The description set forth below of certain provisions of the Preferred
Stock and Ohio Edison's Amended Articles of Incorporation, as amended (the
"Amended Articles of Incorporation"), do not purport to be complete and are
subject to and qualified in their entirety by reference to the Amended Articles
of Incorporation and do not relate or give effect to provisions of statutory or
common law. Unless otherwise indicated, whenever particular headings or
paragraph designations are referred to, they are headings and paragraph
designations in Article Fourth of the Amended Articles of Incorporation. Ohio
Edison's Preferred Stock, $100 Par Value (the "$100 Preferred Stock"), and Class
A Shares are herein collectively referred to as the "Preferred Stock."

GENERAL

The Preferred Stock is issuable in series of equal rank except that shares
of different series may vary in certain respects, which will be determined by
the Board of Directors of Ohio Edison and set forth in an amendment to the
Amended Articles of Incorporation prior to the issuance such stock. The
currently authorized Preferred Stock consists of 6,000,000 shares of Preferred
Stock, $100 Par Value ("$100 Preferred Stock"), of which 859,650 shares were
issued and outstanding as of December 31, 1995 as shares of various series
heretofore established and 8,000,000 shares of Class A Preferred Stock, $25 Par
Value ("Class A Preferred Stock"), of which 4,000,000 shares are issued and
outstanding.

DIVIDENDS

Holders of Class A Shares, pari passu with each other series of the
Preferred Stock, will be entitled to receive, when and as declared by the Board
of Directors out of funds legally available therefor, in preference to the
common stock and any other stock which by its terms is junior to the Preferred
Stock, to cumulative dividends at the rate of 7.75% per annum, payable quarterly
on January 1, April 1, July 1 and October 1 of each year. Dividends must be paid
on all shares of Preferred Stock if paid on the shares of any series of
Preferred Stock. After payment in full of all dividends accrued on the Preferred
Stock, dividends on the Common Stock or any other junior stock of Ohio Edison
may be declared and paid as the Board of Directors may determine, subject to
certain conditions. (General Provisions (A) and (B).)

REDEMPTION

The Class A Shares are not redeemable on or before April 1, 1998. However,
a redemption price of $25 per share plus an amount equal to accumulated and
unpaid dividends would be applicable during this period in the event of a
voluntary liquidation, dissolution or winding up of Ohio Edison, as described in
the first sentence under "-- Liquidation." After April 1, 1998, Ohio Edison may
redeem the Class A Shares in whole or in part upon not less than 30 days' notice
at a price of $25 per share plus an amount equal to the accumulated and unpaid
dividends thereon, if any, to the date set for redemption.

The Class A Shares are not subject to a sinking fund.

62
<PAGE> 65

LIQUIDATION

Upon any dissolution, liquidation or winding up of Ohio Edison, whether
voluntary or involuntary, the holders of Preferred Stock are entitled to receive
the par value of their particular series, plus dividends accrued to the date of
distribution, before any distribution shall be made to holders of Common Stock
or any other class of stock of Ohio Edison which is junior to the Preferred
Stock by its terms. Distributions of assets on liquidation must be pro rata in
proportion to the amount fixed for each series of Preferred Stock, if the
available assets are insufficient to provide for the full payment of such
amount. After payment of the full distributive amount to which they are
entitled, the holders of such series of the Preferred Stock will have no right
or claim to any of the remaining assets of Ohio Edison. Neither the sale of all
or substantially all of the property of Ohio Edison nor the merger or
consolidation of Ohio Edison into or with any other corporation shall be deemed
to be a dissolution, liquidation or winding up of Ohio Edison.

VOTING RIGHTS

The Amended Articles of Incorporation provides that at all elections of
directors of Ohio Edison, and on all other matters, except as otherwise required
by the Amended Articles of Incorporation or by the laws of the State of Ohio,
the holders of Common Stock shall have the exclusive right to vote; provided,
however, that whenever and as often as four quarterly dividends payable on the
Preferred Stock of any series shall be in default, in whole or in part, and
thereafter until all defaults have been cured, the holders of Preferred Stock
shall have the exclusive right, voting separately and as a single class, each
share of $100 Preferred Stock being counted as one and each Class A Share being
counted as one-quarter, to elect the smallest number of directors which shall
constitute a majority of the directors of Ohio Edison, and, in all matters with
respect to the governing of the affairs of Ohio Edison other than the election
of directors, each share of the $100 Preferred Stock shall be counted as one and
each Class A Share shall be counted as one-quarter so that each holder of $100
Preferred Stock shall be entitled to one vote for each share of such stock held,
and each holder of Class A Shares shall be entitled to one-quarter vote for each
share of such stock held. In the event of defaults entitling the holders of
Preferred Stock to vote, the holders of the Common Stock, subject to the rights,
if any, existing at the time of the holders of Ohio Edison's Preference Stock,
shall have the exclusive right, voting separately and as a class, to elect the
greatest number of directors which shall constitute a minority of the directors
of Ohio Edison, and, on all other matters, each holder of Common Stock shall be
entitled to one vote for each such share of stock held. At all elections of
directors of Ohio Edison, each stockholder entitled to vote may cast the whole
number of his votes for one candidate or distribute them among two or more
candidates as he may prefer. (Voting Powers and Other Rights.) The Amended
Articles of Incorporation also provides that certain actions may not be effected
without the consent or vote of a specified percentage of the Preferred Stock,
voting as a single class; in each such instance, for the purpose of determining
the total number of outstanding shares of Preferred Stock (as well as the number
of shares voted for or against the questions presented), each share of $100
Preferred Stock shall be counted as one share and each Class A Share shall be
counted as one-quarter share.

RESTRICTIONS ON ISSUANCE OF PRIOR PREFERRED STOCK AND ALTERING TERMS OF
PREFERRED STOCK

The Amended Articles of Incorporation requires the affirmative vote of
holders of 66 2/3% of outstanding shares of the Preferred Stock voting as a
single class (1) before any substantially prejudicial change of any rights or
preferences of any outstanding shares of the Preferred Stock, (2) before the
creation or authorization of shares of stock preferred as to dividends or assets
over the Preferred Stock, and (3) within 180 days before the issuance of any
such shares so preferred or any securities convertible into such shares.
(General Provisions (E).)

RESTRICTIONS ON MERGER OR SALE OF ASSETS, ISSUE OF UNSECURED DEBT AND SALE OF
ADDITIONAL PREFERRED STOCK

The Amended Articles of Incorporation requires the affirmative vote of the
holders of a majority of outstanding shares of the Preferred Stock, voting as a
single class, each share of $100 Preferred Stock being

63
<PAGE> 66

counted as one share and each share of Class A Preferred Stock being counted as
one-quarter share, for the following corporate actions.

(1) Merger, consolidation, or any disposition of substantially all of
Ohio Edison's property, unless such action has been approved or directed by
a Federal regulatory authority.

(2) The issue or assumption of unsecured indebtedness in excess of 20%
of capital, surplus and secured indebtedness (not counting certain
long-term unsecured indebtedness not in excess of 20% of capital, surplus
and secured indebtedness), except to redeem all outstanding shares of
[$100] Preferred Stock or to refund or retire indebtedness.

(3) The issue or other disposition of shares of Preferred Stock (a)
when current gross income available for payment of interest, as defined, is
less than one and one-half times the aggregate of the annual dividend
requirements on all shares of the Preferred Stock and of all classes of
senior or equal ranking stock thereupon to be outstanding and annual
interest requirements on all indebtedness of Ohio Edison or (b) when the
aggregate of capital applicable to common stock and of surplus is less than
the amount payable on involuntary liquidation to all shares of the
Preferred Stock and of all classes of senior or equal ranking stock
thereupon to be outstanding. (General Provisions (E).)

The issue or other disposition of shares of the Preferred Stock when
current net income available for payment of dividends, as defined, is less than
twice the annual dividend requirements on all shares of Preferred Stock and of
all classes of senior or equal ranking stock thereupon to be outstanding is
prohibited without amendment of the Amended Articles of Incorporation, so long
as any shares of the 4.40% Preferred Stock, $100 Par Value ("4.40% Preferred
Stock") or of the 3.90% Preferred Stock, $100 Par Value ("3.90% Preferred
Stock"), are outstanding, but when no such shares are outstanding, such an issue
or disposition would be permitted if approved by the affirmative vote of the
holders of at least a majority of the outstanding shares of the Preferred Stock,
voting as a single class, each share of $100 Preferred Stock being counted as
one share and each share of Class A Preferred Stock being counted as one-quarter
share. The issue or disposition of shares of the Preferred Stock, so long as any
shares of the 4.40% Preferred Stock or of the 3.90% Preferred Stock are
outstanding, is prohibited unless the par or stated value of outstanding Common
Stock exceeds $14,366,776 by an amount at least equal to $75 times the number of
shares of $100 Preferred Stock, and $18.75 times the number of Class A Shares,
thereupon to be outstanding in excess of 200,000 shares thereof (such number of
shares to be calculated on the basis of each share of $100 Preferred Stock being
counted as one share and each share of Class A Preferred Stock being counted as
one-quarter share). No provision is made by which either of the foregoing
prohibitions can be waived (without amendments to the Amended Articles of
Incorporation) by any vote of holders of shares of the Preferred Stock. (General
Provisions (E) and (F).)

PREEMPTIVE RIGHTS

The holders of the Preferred Stock do not have any preemptive rights.
(Article Twelfth.)

LISTING

The Class A Shares are listed on the NYSE and the Chicago Stock Exchange
under the symbol "OECPrM".

TRANSFER AGENT AND REGISTRAR

Ohio Edison, is the transfer agent and registrar for the Class A Shares.

TAXATION

The following discussion describes certain United States federal income tax
consequences of the acquisition, ownership and disposition of Preferred
Securities as of the date hereof and represents the opinion of Winthrop,
Stimson, Putnam & Roberts, counsel to Ohio Edison, insofar as it relates to
matters of law or

64
<PAGE> 67

legal conclusions. Except where noted, it addresses only Preferred Securities
held as capital assets and acquired pursuant to the Offer and does not address
special situations, such as those of dealers in securities or currencies,
financial institutions, life insurance companies, persons holding Preferred
Securities as part of a hedging or conversion transaction or a straddle, or
United States Holders (as defined below) whose "functional currency" is not the
United States dollar. The following discussion is based upon the provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder, rulings and judicial decisions as of the date hereof,
which authorities may be repealed, revoked or modified (possibly on a
retroactive basis) so as to result in United States federal tax consequences
different from those discussed below.

ALL HOLDERS OF CLASS A SHARES ARE ADVISED TO CONSULT THEIR TAX ADVISORS AS
TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OF CLASS A
SHARES FOR PREFERRED SECURITIES AND OF THE OWNERSHIP AND DISPOSITION OF
PREFERRED SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE
EFFECT OF ANY STATE, LOCAL OR OTHER TAX LAWS.

UNITED STATES HOLDERS

As used herein, a "United States Holder" is a holder that is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the law of the United States or any state, or
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source. A "Non-United States Holder" is a
holder that is not a United States Holder.

EXCHANGE OF CLASS A SHARES FOR PREFERRED SECURITIES

The exchange of Class A Shares for Preferred Securities pursuant to the
Offer will be a taxable transaction. In the case of a United States Holder who
owns (actually or constructively) solely Class A Shares, or not more than one
percent of the Class A Shares outstanding and not more than one percent of any
other class of Ohio Edison stock, gain or loss will be recognized in an amount
equal to the difference between the fair market value on the Expiration Date of
the Preferred Securities received in the exchange (which will reflect the
Pre-Issuance Accrued Distribution) and the exchanging holder's tax basis in the
Class A Shares exchanged therefor, and such gain or loss will be long-term
capital gain or loss if the Class A Shares have been held for more than one year
as of such date.

Holders of Class A Shares who own (actually or constructively) more than
one percent of any class of Ohio Edison stock are advised to consult their tax
advisors as to the income tax consequences of exchanging Class A Shares for
Preferred Securities.

CLASSIFICATION OF THE TRUST

In the opinion of Winthrop, Stimson, Putnam & Roberts, under current law
and assuming full compliance with the terms of the Declaration, the Trust will
be classified for United States federal income tax purposes as a grantor trust
and not as an association taxable as a corporation. Accordingly, each holder
will be considered the owner of a pro rata portion of the Subordinated
Debentures held by the Trust and will be required to include in gross income his
or her pro rata share of the income accrued on the Subordinated Debentures.

ORIGINAL ISSUE DISCOUNT

Under the terms of the Subordinated Debentures, Ohio Edison has the right
to defer payments of interest for up to 20 consecutive quarterly interest
payment periods. This option to defer interest payments will cause the
Subordinated Debentures to be treated as having been issued with OID. As a
result, United States Holders will be required to accrue their pro rata share of
OID (as interest income) on an economic accrual basis over the term of the
Subordinated Debentures regardless of whether they receive a cash payment with
respect to the period to which such income is attributable and even if they use
the cash method of accounting,

65
<PAGE> 68

and actual distributions on the Preferred Securities will not be separately
reported as taxable income. The amount of OID will be increased or decreased if
the "issue price" of a Preferred Security (the fair market value on the
Expiration Date, which will reflect the Pre-Issuance Accrued Distribution) is
less than or greater than $25.

It is anticipated that the issue price of a Preferred Security will equal
or exceed $25. In the event that the issue price of a Preferred Security is less
than $25, however, the Treasury Regulations may require a recalculation of the
amount of OID for each period that Ohio Edison does not exercise its right to
defer payments of interest. This recalculation could result in minor adjustments
to the amount of OID taxable to holders for such period.

POTENTIAL EXTENSION OF PAYMENT PERIOD ON THE SUBORDINATED DEBENTURES

In the event that Ohio Edison elects to defer interest payments, a United
States Holder will continue to accrue OID during an Extension Period, and any
Holders who dispose of Preferred Securities prior to the record date for the
payment of interest following such extended interest payment period will not
receive from the Trust any cash related thereto. See "-- Disposition of the
Preferred Securities."

RECEIPT OF SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE TRUST

Under current law, a distribution of the Subordinated Debentures as
described under the caption "Description of the Preferred Securities -- Special
Event Redemption or Distribution" would be a non-taxable event to holders for
United States federal income tax purposes. In the event of such a distribution,
a holder would receive an aggregate tax basis and a holding period in the
Subordinated Debentures equal to the adjusted tax basis and holding period such
holder had in his or her Preferred Securities.

Under current law, a redemption of the Subordinated Debentures for cash as
described under the caption "Description of the Preferred Securities -- Special
Event Redemption or Distribution" would be a taxable event to holders for United
States federal income tax purposes. In the event of such a redemption, a holder
would recognize gain or loss as if he or she had sold such redeemed Preferred
Securities for cash. See "-- Disposition of the Preferred Securities."

MARKET DISCOUNT AND BOND PREMIUM

Holders other than holders who acquire Preferred Securities pursuant to the
Offer may be considered to have acquired their Preferred Securities with market
discount, acquisition premium or amortizable bond premium. Such holders are
advised to consult their tax advisors as to the tax consequences of the
acquisition, ownership and disposition of Preferred Securities.

DISPOSITION OF THE PREFERRED SECURITIES

Upon a sale, exchange or other disposition of Preferred Securities
(including a redemption for cash, but excluding a distribution of Subordinated
Debentures), a holder will recognize gain or loss equal to the difference
between the amount realized and the holder's adjusted tax basis in his or her
Preferred Securities. A holder's adjusted tax basis in his or her Preferred
Securities will generally equal the holder's initial tax basis (the fair market
value on the Expiration Date, which will reflect the Pre-Issuance Accrued
Distribution) increased by accrued OID and decreased by the amount of cash
distributions. Gain or loss will be capital gain or loss and will be long-term
capital gain or loss if, at the time of the sale, exchange or other disposition,
the Preferred Securities have been held for more than one year.

The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying
Subordinated Debentures. In such event, a holder who disposes of Preferred
Securities between record dates for payments of distributions thereon (and
consequently does not receive a cash distribution from the Trust for the period
prior to such disposition) will nevertheless be required to include as ordinary
income accrued but unpaid interest on the Subordinated Debentures through the
date of disposition and to add such amount to such holder's adjusted tax basis
in the Preferred Securities disposed of.

66
<PAGE> 69

Accordingly, such a holder will recognize a capital loss to the extent the
selling price of the Preferred Securities (which may not fully reflect the
amount of accrued but unpaid interest) is less than the holder's adjusted tax
basis in the Preferred Securities (which will reflect accrued but unpaid
interest). Subject to certain limited exceptions, capital losses cannot be
applied to offset ordinary income for United States federal income tax purposes.

NON-UNITED STATES HOLDERS

Under present United States federal income tax law, and subject to the
discussion below concerning backup withholding:

(i) no withholding of United States federal income tax will be
required with respect to a Non-United States Holder upon the exchange of
Class A Shares for Preferred Securities pursuant to the Offer, provided
such holder certifies to Ohio Edison or its agents, that such holder owns
(actually or constructively) solely Class A Shares, or not more than one
percent of the Class A Shares outstanding and not more than one percent of
any other class of Ohio Edison stock, or that the exchange of Class AShares
for Preferred Securities otherwise qualifies as a sale or exchange for
United States federal income tax purposes. If a Non-United States Holder
does not provide the certification described in the preceding sentence,
Ohio Edison will withhold federal income tax at a rate of 30% of the gross
proceeds paid to such holder pursuant to the Offer;

(ii) payments by the Trust or any of its paying agents to any
Non-United States 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 the Trust or its agent, under penalties of perjury,
that it is not a United States 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 Trust or its agent, under penalties of
perjury, that such statement has been received from the beneficial owner by
it, or by a Financial Institution between it and the beneficial owner, and
furnishes the Trust or its agent with a copy thereof; and

(iii) a Non-United States 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-United States Holder will be subject to United States federal income
tax on any gain if such holder (a) is engaged in a trade or business in the
United States and such gain is effectively connected with 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 TO HOLDERS

The Property Trustee will report the OID that accrued during the year with
respect to the Subordinated Debentures, and any gross proceeds received by the
Trust from the retirement or redemption of the Subordinated Debentures, annually
to the holders of record of the Preferred Securities and the Internal Revenue
Service. The Property Trustee currently intends to deliver such reports to
holders of record prior to January 31 following each calendar year. It is
anticipated that persons who hold Preferred Securities as nominees for
beneficial holders will report the required tax information to beneficial
holders on Form 1099.

BACKUP WITHHOLDING

Payments made in respect of, and proceeds from the sale of, 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 generally

67
<PAGE> 70

be allowed as a credit against the holder's federal income tax liability,
provided the required information is timely provided to the Internal Revenue
Service.

PROPOSED TAX LAW CHANGES

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon for the Trust by Richards, Layton & Finger,
special Delaware counsel to the Trust. The validity of the Preferred Securities
Guarantee and the Subordinated Debentures, and certain legal matters in
connection with the Preferred Securities, the Preferred Securities Guarantee and
the Subordinated Debentures, will be passed upon for the Trust 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, New
York, New York, counsel to Ohio Edison and the Trust. Any tax matters with
respect to the Preferred Securities, the Subordinated Debentures, and the
Preferred Securities Guarantee will be passed on for Ohio Edison and the Trust
by Winthrop, Stimson, Putnam & Roberts, New York, New York, counsel to Ohio
Edison and the Trust. Certain legal matters in connection with the Preferred
Securities will be passed upon for the Dealer Manager by Simpson Thacher &
Bartlett (a partnership which includes professional corporations), New York, New
York.

EXPERTS

[The consolidated financial statements and related schedule(s) incorporated
by reference or included in Ohio Edison's Annual Report on Form 10-K and Ohio
Edison's Current Report on Form 8-K dated February 23, 1996, 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 and February 8, 1996, respectively, 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 certain
changes in accounting methods as discussed in the Notes to the consolidated
financial statements.]

With respect to the unaudited interim consolidated financial information
for the quarters ended March 31, 1995 and 1994, June 30, 1995 and 1994 and
September 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 Act for their reports on the

68
<PAGE> 71

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.

ERISA CONSIDERATIONS

Generally, employee benefit plans that are subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"), or Section 4975 of the Code
("Plans"), may purchase Preferred Securities, subject to the investing
fiduciary's determination that the investment in Preferred Securities satisfies
ERISA's fiduciary standards and other requirements applicable to investments by
the Plan.

In any case, Ohio Edison and/or any of its affiliates may be considered a
"party in interest" (within the meaning of ERISA) or a "disqualified person"
(within the meaning of Section 4975 of the Code) with respect to certain plans
(generally, Plans maintained or sponsored by, or contributed to by Ohio Edison
or any of its affiliates). The acquisition and ownership of Preferred Securities
by a Plan (or by an individual retirement arrangement or other Plans described
in Section 4975(e)(1) of the Code) with respect to which Ohio Edison or any of
its affiliates is considered a party in interest or a disqualified person, may
constitute or result in a prohibited transaction under ERISA or Section 4975 of
the Code, unless such Preferred Securities are acquired pursuant to and in
accordance with an applicable exemption.

As a result, Plans with respect to which Ohio Edison or any of its
affiliates is a party in interest or a disqualified person should not acquire
Preferred Securities. Any other Plans or other entities whose assets include
Plan assets subject to ERISA proposing to acquire Preferred Securities should
consult with their own ERISA counsel.

69
<PAGE> 72

Facsimile copies of the Letter of Transmittal will be accepted. Letters of
Transmittal, certificates representing Class A Shares and any other required
documents should be sent by each Holder of Class A Shares or his broker, dealer,
commercial bank, trust company or other nominee to the Exchange Agent at one of
the addresses as set forth below:

THE EXCHANGE AGENT IS:

THE BANK OF NEW YORK

<TABLE>
<S> <C>
By Mail: By Hand or By Overnight Courier:
Tender and Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, NY 10286-1248 New York, New York 10286
</TABLE>

By Facsimile Transmission:
(For Eligible Institutions Only)
(212) 815-6213
Confirm by Telephone:
(800) 507-9357

The Information Agent Is:

(LOGO)
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (Toll-Free)

Banks and Brokers Call Collect:
(212) 440-9800

Any questions or requests for assistance or additional copies of this
Prospectus, the Letter of Transmittal or for copies of the Notice of Guaranteed
Delivery may be directed to the Information Agent at its telephone number and
location set forth above. You may also contact your broker, dealer, commercial
bank or trust company or other nominee for assistance concerning the Offer.

The Dealer Manager for the Offer Is:

MERRILL LYNCH & CO.
World Financial Center
North Tower -- Seventh Floor
New York, New York 10281
(212) 236-4565 (Collect)

70
<PAGE> 73

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. 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.

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.

II-1
<PAGE> 74

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

Section 11.11 of the Form of Indenture filed as Exhibit 4.1 to this
Registration Statement provides that no past, present or future director,
officer, employee or stockholder, as such, of Ohio Edison or any successor
thereof shall have any liability for any obligations of Ohio Edison or for any
claim based on, in respect of, or by reason of, such obligations or their
creation, all such liability being expressly waived and released as part of the
consideration for the issue of securities under such Indenture.

Section 10.4 of the Form of Amended and Restated Declaration of Trust filed
as Exhibit 4.5 to this Registration Statement sets forth that Ohio Edison shall
indemnify any Company Trustee (or any affiliates, officers, directors,
shareholders, members, partners, employees, representatives or agents thereof)
or any employee or agent of the Trust or its affiliates against certain
liabilities incurred by such indemnified person, other than through gross
negligence or willful misconduct, by reason of the creation, operation or
termination of the Trust, and shall also advance expenses incurred by such an
indemnified person in defending claims.

II-2
<PAGE> 75

ITEM 21. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.
- - -----------
<S> <C> <C>
1 -- Form of Dealer Manager Agreement (to be filed by amendment)
4.1 -- Form of Indenture between Ohio Edison and The Bank of New York, as Trustee
4.2 -- Form of First Supplemental Indenture to Indenture
4.3 -- Declaration of Trust of Ohio Edison Financing Trust II
4.4 -- Certificate of Trust of Ohio Edison Financing Trust II
4.5 -- Form of Amended and Restated Declaration of Trust of Ohio Edison Financing Trust
II
4.6 -- Form of Preferred Security (included in Exhibit 4.5 above)
4.7 -- Form of Junior Subordinated Debenture (included in Exhibit 4.2 above)
4.8 -- Form of Guarantee Agreement with respect to Preferred Securities
5.1 -- Opinion of Anthony J. Alexander, Esq., Senior Vice President and General Counsel
of Ohio Edison Company
5.2 -- Opinion of Richards, Layton & Finger
8 -- Tax Opinion of Winthrop, Stimson, Putnam & Roberts
12 -- Ohio Edison Company Computations of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Fixed Charges Plus Preferred and Preference Stock Dividend
Requirements (Pre-Income Tax Basis)
15 -- Letter of Arthur Andersen LLP regarding unaudited interim financial information
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consents of Anthony J. Alexander, Esq. and Winthrop, Stimson, Putnam & Roberts
(included in Exhibits 5.1 and 8 above, respectively)
23.3 -- Consent of Richards, Layton & Finger (included in Exhibit 5.2 above)
24.1 -- Powers of Attorney for Ohio Edison Company
24.2 -- Power of Attorney for Ohio Edison Company, as sponsor, to sign this Registration
Statement on behalf of Ohio Edison Financing Trust II (included in Exhibit 4.3
above)
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as 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 Property Trustee, under the Amended and Restated
Declaration of Trust
25.3 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Indenture Trustee, under the Preferred Securities
Guarantee
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
99.4 -- Form of Letter to Clients
99.5 -- Form of Exchange Agent Agreement
99.6 -- Form of Information Agent Agreement
99.7 -- Form of Newspaper Announcement
99.8 -- Form of Ohio Edison Company Letter to Holders of 7.75% Class A Preferred Stock
99.9 -- Questions and Answers Regarding Preferred Securities
99.10 -- Form of Designation of Soliciting Dealers
</TABLE>

ITEM 22. UNDERTAKINGS.

Each of the Registrants hereby undertakes:

(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Ohio Edison's Annual Report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to

II-3
<PAGE> 76

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.

(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrants have 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 the Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrants will, unless in the opinion of
their 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.

(3) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first-class mail or equally prompt means. This
includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date responding to
the request.

(4) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.

II-4
<PAGE> 77

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-4 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 6th day of March,
1996.

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 President and Chief Executive March 6, 1996
- - ------------------------------------- Officer and Director (Principal
(W.R. Holland) Executive Officer)

H.P. BURG* Senior Vice President and Director March 6, 1996
- - ------------------------------------- (Principal Financial Officer and
(H.P. Burg) Principal Accounting Officer)

DONALD C. BLASIUS* Director March 6, 1996
- - -------------------------------------
(Donald C. Blasius)

ROBERT H. CARLSON* Director March 6, 1996
- - -------------------------------------
(Robert H. Carlson)

ROBERT M. CARTER* Director March 6, 1996
- - -------------------------------------
(Robert M. Carter)

CAROL A. CARTWRIGHT* Director March 6, 1996
- - -------------------------------------
(Carol A. Cartwright)

R.L. LOUGHHEAD* Director March 6, 1996
- - -------------------------------------
(R.L. Loughhead)

RUSSELL W. MAIER* Director March 6, 1996
- - -------------------------------------
(Russell W. Maier)
</TABLE>

II-5
<PAGE> 78

<TABLE>
<CAPTION>
NAME TITLE DATE
- - ------------------------------------- ----------------------------------- --------------
<C> <S> <C>
GLENN H. MEADOWS* Director March 6, 1996
- - -------------------------------------
(Glenn H. Meadows)

PAUL J. POWERS* Director March 6, 1996
- - -------------------------------------
(Paul J. Powers)

CHARLES W. RAINGER* Director March 6, 1996
- - -------------------------------------
(Charles W. Rainger)

GEORGE M. SMART* Director March 6, 1996
- - -------------------------------------
(George M. Smart)

JESSE T. WILLIAMS, SR.* Director March 6, 1996
- - -------------------------------------
(Jesse T. Williams, Sr.)

*By: JOHN H. BYINGTON, JR. March 6, 1996
- - -------------------------------------
(Attorney-in-fact)

</TABLE>

Pursuant to the requirements of the Securities Act of 1933, Ohio Edison
Financing Trust II certifies that it has reasonable grounds to believe that it
meets all of the requirement for filing on Form S-4 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 6th day of March,
1996.

OHIO EDISON FINANCING TRUST II

By: Ohio Edison Company, as Sponsor

By: T.F. STRUCK, II
----------------------------------
T.F. Struck, II
Assistant Treasurer

II-6
<PAGE> 79

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
- - ----------- ------------------------------------------------------------------------------
<S> <C> <C>
1 -- Form of Dealer Manager Agreement (to be filed by amendment)
4.1 -- Form of Indenture between Ohio Edison and The Bank of New York, as Trustee
4.2 -- Form of First Supplemental Indenture to Indenture
4.3 -- Declaration of Trust of Ohio Edison Financing Trust II
4.4 -- Certificate of Trust of Ohio Edison Financing Trust II
4.5 -- Form of Amended and Restated Declaration of Trust of Ohio Edison Financing
Trust II
4.6 -- Form of Preferred Security (included in Exhibit 4.5 above)
4.7 -- Form of Junior Subordinated Debenture (included in Exhibit 4.2 above)
4.8 -- Form of Guarantee Agreement with respect to Preferred Securities
5.1 -- Opinion of Anthony J. Alexander, Esq., Senior Vice President and General
Counsel of Ohio Edison Company
5.2 -- Opinion of Richards, Layton & Finger
8 -- Tax Opinion of Winthrop, Stimson, Putnam & Roberts
12 -- Ohio Edison Company Computations of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges Plus Preferred and Preference Stock
Dividend Requirements (Pre-Income Tax Basis)
15 -- Letter of Arthur Andersen LLP regarding unaudited interim financial
information
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consents of Anthony J. Alexander, Esq. and Winthrop, Stimson, Putnam & Roberts
(included in Exhibits 5.1 and 8 above, respectively)
23.3 -- Consent of Richards, Layton & Finger (included in Exhibit 5.2 above)
24.1 -- Powers of Attorney for Ohio Edison Company
24.2 -- Power of Attorney for Ohio Edison Company, as sponsor, to sign this
Registration Statement on behalf of Ohio Edison Financing Trust II (included
in Exhibit 4.3 above)
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as 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 Property Trustee, under the Amended and Restated
Declaration of Trust
25.3 -- Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Indenture Trustee, under the Preferred Securities
Guarantee
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
99.4 -- Form of Letter to Clients
99.5 -- Form of Exchange Agent Agreement
99.6 -- Form of Information Agent Agreement
99.7 -- Form of Newspaper Announcement
99.8 -- Form of Ohio Edison Company Letter to Holders of 7.75% Class A Preferred Stock
99.9 -- Questions and Answers Regarding Preferred Securities
99.10 -- Form of Designation of Soliciting Dealers
</TABLE>

<PAGE> 1
EXHIBIT 4.1

===============================================================================

OHIO EDISON COMPANY

AND

THE BANK OF NEW YORK,

Trustee

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

INDENTURE

Dated as of , 1996

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

Subordinated Securities

===============================================================================
<PAGE> 2
INDENTURE dated as of __________, 1996, between OHIO EDISON COMPANY, an
Ohio corporation ("Company"), and THE BANK OF NEW YORK, a New York banking
corporation ("Trustee").

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes, bonds or other evidences of subordinated
indebtedness ("Securities"), to be issued in one or more series as provided in
this Indenture.

Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the respective Holders from time to time of
Securities or of series thereof:

ARTICLE ONE

Definitions and Incorporation by Reference

Section 1.01. Definitions.

"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person.

"Agent" means any Registrar, Paying Agent or co-Registrar. See Section
2.05.

"Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.

"Board Resolution", when used with reference to the Company, 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.

"Business Day" means any day which is not a Legal Holiday.

"Company" means the party named as such in this Indenture until a
successor replaces it pursuant to the applicable provisions of this Indenture
and thereafter means the successor.

"Holder or Securityholder" means the person in whose name a Security is
registered on the Registrar's books.

"Indenture" means this Indenture as amended or supplemented from time
to time and, unless the context indicates otherwise, shall include the form and
terms of a particular series of Securities established as contemplated
hereunder.

"interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after maturity or upon default
in any other payment due on such Security, means interest payable after
maturity or upon such default, as the case may be.
<PAGE> 3
"Interest Payment Date" means the date, if any, specified in the
Securities of any series as the fixed date on which any installment of interest
on the Securities of that series is due and payable.

"Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company.

"Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer or an Assistant Secretary of the
Company and delivered to the Trustee. See Sections 11.04 and 11.05.

"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee. See Sections 11.04 and 11.05.

"original issue discount" of any debt security, including any Original
Issue Discount Security, means the difference between the principal amount of
such debt security and the initial issue price of such debt security (as set
forth, in the case of an Original Issue Discount Security, on the face of such
Security).

"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
acceleration of the maturity thereof pursuant to Section 6.02.

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

"Predecessor Securities" means, with respect to any Security, every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security, and, for the purpose of this definition, any
Security authenticated and delivered under Section 2.09 in exchange for or in
lieu of a mutilated, lost, destroyed or wrongfully-taken Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or
wrongfully-taken Security.

"principal" of a debt security, including any Security, means the
amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect
to such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Company, upon any purchase or exchange at the option of the
Company or the holder of such debt security and upon any acceleration of the
maturity of such debt security).

"principal amount" of a debt security, including any Security, means
the principal amount as set forth on the face of such debt security.

-2-
<PAGE> 4
"Regular Record Date" means the date, if any, specified in the
Securities of any series as the record date for the determination of
Securityholders to whom interest is payable on the next succeeding Interest
Payment Date.

"SEC" means the Securities and Exchange Commission.

"Securities" means the Securities that are issued from time to time in
one or more series under this Indenture as such Securities are amended or
supplemented from time to time.

"Subsidiary" means a corporation a majority of whose voting stock is
owned by the Company and/or one or more Subsidiaries. Voting stock is capital
stock having voting power under ordinary circumstances to elect directors.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.

"Trustee" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor and if at any time
there is more than one such party, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

"Trust Officer" means any officer or assistant officer in the corporate
trust department of the Trustee assigned by the Trustee to administer its
corporate trust matters.

"United States" means the United States of America.

"U.S. Government Obligations" means direct obligations of, or
obligations entitled to the full faith and credit of, the United States.

Section 1.02. Other Definitions.
<TABLE>

Term Defined in Section
<S> <C>

Bankruptcy Law 6.01
Code 9.01
Custodian 6.01
Event of Default 6.01
Legal Holiday 11.08
Paying Agent 2.05
Registrar 2.05

</TABLE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

-3-
<PAGE> 5
Commission means the SEC.

indenture securities means the Securities.

indenture security holder means a Securityholder.

indenture to be qualified means this Indenture.

indenture trustee or institutional trustee means the Trustee.

obligor on the indenture securities means the Company and any other
obligor thereon.

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally accepted accounting
principles in effect on the date of this Indenture;

(3) "or" is not exclusive; and

(4) words in the singular include the plural, and in the
plural include the singular.

ARTICLE TWO

The Securities

Section 2.01. Forms Generally and Dating.

The Securities of each series may be issued in whole or in part in the
form of one or more global Securities as shall be specified as contemplated by
Section 2.02.

The Securities of each series (including any temporary global
Securities) shall be in one of the forms established from time to time by or
pursuant to a resolution of the Board of Directors or in or pursuant to one or
more indentures supplemental hereto, which shall set forth the information
required by Section 2.02. The Securities shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or by a resolution of the Board of Directors or indenture
supplemental hereto and may have such notations, legends or endorsements as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required by law, stock exchange rule or usage. The
Company shall approve the forms of the Securities

-4-
<PAGE> 6
and any notation, legend or endorsement on them. If the form or forms of
Securities of any series is established by action taken pursuant to a resolution
of the Board of Directors or indenture supplemental hereto, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the written order of the Company contemplated by Section 2.04
for the authentication and delivery of such Securities.

Each Security shall be dated the date of its authentication. The form
of the Trustee's certificate of authentication to be borne by the Securities
shall be substantially as follows:

CERTIFICATE OF AUTHENTICATION

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

THE BANK OF NEW YORK

as Trustee

By:

---------------------------------------
Authorized Signatory

Section 2.02. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors or
established in or pursuant to one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

(1) the title of the Securities of the Series (which
shall distinguish Securities of the series from all other Securities);

(2) any limit upon the aggregate principal amount of
Securities of the series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Sections 2.08, 2.09, 2.11, 3.07 or
9.05 and except for any Securities which pursuant to Section 2.04 are
deemed not to have been authenticated and delivered hereunder);

(3) (A) whether any of the Securities of the series are
to be issuable in global form and, if so, (i) the identity of the
depositary with respect to any such

-5-
<PAGE> 7
global Security and (ii) whether beneficial owners of interests in any
such global Security may exchange such interests for Securities of the
same series and of like tenor and of any authorized form and
denomination, and, if so, the circumstances under which and the manner
in which any such exchanges may occur, if other than as specified in
Section 2.08; (B) if any of the Securities of the series are to be
issuable in global form, the date as of which any global Security shall
be dated (if other than the date of original issuance of the first of
such Securities to be issued); and (C) if Securities of the series are
to be issuable in definitive form (whether upon original issue, upon
exchange of a temporary Security of such series, or in exchange for a
beneficial ownership interest in a permanent global Security) only upon
receipt of certain certificates or other documents or satisfaction of
other conditions, or if Securities of the series are initially issuable
in temporary global form and if owners of beneficial interests therein
may exchange such interest for an interest in a permanent global
Security only upon receipt of certain certificates or other documents
or satisfaction of other conditions, then the form and/or terms of such
certificates, documents or conditions;

(4) the date or dates (and whether fixed or extendible)
on which the principal of Securities of the series is payable;

(5) the rate or rates at which Securities of the series
shall bear interest, or the method of determining the same, if any,
the date or dates from which such interest shall accrue, or the
method of determining the same, if any, the Interest Payment Dates
(and whether fixed or extendible) and the Regular Record Dates;

(6) the place or places where the principal of and any
interest on Securities of the series shall be payable;

(7) any provisions relating to the issuance of
Securities of such series at an original issue discount (including,
without limitation, the issue price thereof, the rate or rates at
which such original issue discount shall accrue, if any, and the date
or dates from or to which or period or periods during which such
original issue discount shall accrue at such rate or rates);

(8) the price or prices at which, the period or periods
within which and the terms and conditions upon which Securities of the
series may be redeemed or otherwise purchased, in whole or in part,
at the option of the Company, pursuant to any sinking fund or otherwise
(including, without limitation, the form or method of payment thereof
if other than in cash);

(9) the obligation, if any, of the Company to redeem,
purchase or repay Securities of the series pursuant to any sinking
fund or analogous provisions or at the option of a Securityholder
thereof and the price or prices at which and the period or periods
within which and the terms and conditions upon which Securities of
the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation (including, without limitation,
the form or method of payment thereof, if other than in cash);

-6-
<PAGE> 8
(10) if other than denominations of $25 and any integral
multiple thereof, the denominations in which Securities of the series
shall be issuable;

(11) if other than the principal amount thereof, the
principal which shall be payable upon acceleration of the maturity of
Securities of the series pursuant to Section 6.02 or provable in
bankruptcy pursuant to Section 6.09;

(12) any Events of Default with respect to the Securities
of a particular series in lieu of or in addition to those set forth
herein and the remedies therefor;

(13) the terms of the subordination of Securities of the
series; and

(14) any other terms of a particular series and any other
provisions expressing or referring to the terms and conditions upon
which the Securities of that series are to be issued under this
Indenture, which terms and provisions are not in conflict with the
provisions of this Indenture; provided, however, the addition to or
subtraction from or variation of Articles Four, Five, Six and Eight
(and Sections 1.01 and 1.02, insofar as they relate to the definition
of certain terms as used in such Articles) with regard to the
Securities of a particular series shall not be deemed to constitute a
conflict with the provisions of those Articles.

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto. Not all Securities of any one series need be issued at the
same time, and, unless otherwise so provided, a series may be reopened for
issuances of additional Securities of such series.

If any of the terms of the Securities of a series are established by
action taken pursuant to a resolution of the Board of Directors or indenture
supplemental hereto, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee with an Officers' Certificate setting forth the terms
or the manner of determining the terms of the Securities of such series. With
respect to Securities of a series which are not to be issued at one time, such
resolution of the Board of Directors or action may provide general terms or
parameters for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a written
order of the Company or that such terms shall be determined by the Company or
its agents in accordance with a written order of the Company as contemplated by
the proviso clause of the fourth paragraph of Section 2.04.

Section 2.03. Denominations.

The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 2.02. In the absence of any such provisions with respect to the
Securities of any series, the securities of such series shall be issuable in
denominations of $25 and any integral multiple thereof.

-7-
<PAGE> 9
Section 2.04. Execution and Authentication.

Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

A Security shall not be entitled to any benefit under this Indenture or
be valid for any purpose until the Trustee manually signs the certificate of
authentication on the Security. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture. Notwithstanding the
foregoing, if any Security shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
2.12 together with a written statement (which need not comply with Sections
11.04 and 11.05 and need not be accompanied by an Opinion of Counsel) stating
that such Security has not been issued and sold by the Company, for all purposes
of this Indenture such Security shall be deemed not to have been authenticated
and delivered hereunder and shall not be entitled to the benefits of this
Indenture.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall authenticate
and deliver said Securities to or upon the written order of the Company, signed
by two Officers or by an Officer and an Assistant Treasurer of the Company,
without any further action by the Company. Such written order shall specify the
date on which said Securities shall be authenticated; provided, however, that if
not all the Securities of a series are to be issued at one time and if the
resolution of the Board of Directors or indenture supplemental hereto
establishing such series as contemplated by Sections 2.01 and 2.02 shall so
permit, such written order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and for determining the form or terms of
particular Securities of such series including, but not limited to, interest
rate, maturity date, date of issuance and date from which interest shall accrue.

If the form or forms or terms of the Securities of the series have been
established in or pursuant to one or more resolutions of the Board of Directors
or indentures supplemental hereto as permitted by Sections 2.01 and 2.02, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating:

(1) if the form or forms of such Securities has been
established by or pursuant to a resolution of the Board of Directors or
indenture supplemental hereto, that such form or forms has been
established in conformity with the provisions of this Indenture;

-8-
<PAGE> 10
(2) if the terms of such Securities have been established by
or pursuant to a resolution of the Board of Directors or indenture
supplemental hereto, that such terms have been established in
conformity with the provisions of this Indenture; and

(3) that such Securities, when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will have been duly
issued and will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization and other
laws of general applicability relating to or affecting the enforcement
of creditors' rights and to general equitable principles;

provided, however, that, with respect to Securities of a series which are not to
be issued at one time, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the opinions described in clauses (2) and (3)
above may state, respectively,

(a) that, when the terms of such Securities shall have been
established pursuant to a written order of the Company or pursuant to
such procedures as may be specified from time to time by a written
order of the Company, all as contemplated by and in accordance with a
resolution of the Board of Directors or an Officers' Certificate
pursuant to a resolution of the Board of Directors or indenture
supplemental hereto, as the case may be, such terms will have been
established in conformity with the provisions of this Indenture; and

(b) that such Securities, when (i) executed by the Company,
(ii) completed, authenticated and delivered by the Trustee in
accordance with this Indenture, (iii) issued and delivered by the
Company and (iv) paid for, all as contemplated by and in accordance
with the aforesaid written order of the Company or specified
procedures, as the case may be, will have been duly issued and will
constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization and other laws of
general applicability relating to or affecting the enforcement of
creditors' rights and to general equitable principles.

Notwithstanding the provisions of Sections 2.01, 2.02, 11.04 and this
Section, if all the Securities of a series are not to be originally issued at
one time, the resolution of the Board of Directors or indenture supplemental
hereto, and certified copy of the record of action taken pursuant to such
resolution or supplemental indenture, the Officers' Certificate, the written
order of the Company and any other documents otherwise required pursuant to such
Sections need not be delivered at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued; provided, however, that any subsequent request by the Company to the
Trustee to authenticate Securities of such series shall constitute a
representation and warranty by the Company that as of the date of such request,
the statements made in the Officers' Certificate delivered pursuant to Section
11.04

-9-
<PAGE> 11
at or prior to authentication of the first such Security shall be true and
correct on the date thereof as if made on and as of the date thereof.

The Trustee shall have the right to decline to authenticate and make
available for delivery any Securities under this Section if the issuance of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

With respect to Securities of a series which are not all issued at one
time, the Trustee may conclusively rely, as to the authorization by the Company
of any of such Securities, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of
Counsel, Officers' Certificate and other documents delivered pursuant to
Sections 2.01, 2.02, 11.04 and this Section, as applicable, at or prior to the
time of the first authentication of Securities of such series unless and until
such opinion, certificate or other documents have been superseded or revoked. In
connection with the authentication and delivery of Securities of a series which
are not all issued at one time, the Trustee shall be entitled to assume that the
Company's instructions to authenticate and deliver such Securities do not
violate any rules, regulations or orders of any governmental agency or
commission having jurisdiction over the Company.

Section 2.05. Registrar and Paying Agent.

The Company shall maintain an office or agency where Securities of each
series may be presented for registration of transfer or for exchange
("Registrar"), and an office or agency where Securities of each series may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Securities of each series issued hereunder and of their transfer and
exchange. The Company may have one or more co-Registrars (provided that there
shall be only one register, which shall be maintained by the principal
Registrar) and one or more additional paying agents with respect to any series.
The term "Paying Agent" includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee of the name and address of any such Agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such.

The Company initially appoints The Bank of New York Registrar and
Paying Agent for each series.

Section 2.06. Paying Agent to Hold Money and Securities in Trust.

Subject to any applicable terms of the Securities of the relevant
series relating to subordination (as contemplated by Article Ten and Section
2.02), each Paying Agent shall hold in trust for the benefit of Securityholders
of such series or the Trustee all money and securities held by the Paying Agent
for the payment of any amount in respect of the Securities of such series, and
shall notify the Trustee of any default by the Company in

-10-
<PAGE> 12
making any such payment. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate such money and securities and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money and
securities held by it to the Trustee and account for any funds or securities
disbursed. Upon doing so the Paying Agent shall have no further liability for
the money or securities.

Section 2.07. Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders ("List of Holders"). If the
Trustee is not the Registrar or a Paying Agent, the Company shall furnish to
the Trustee (i) as of February 15 and August 15 of each year, within one
Business Day thereafter, and (ii) at any other time within 30 days of receipt
by the Company of a written request from the Trustee for a List of Holders,
which shall be as of a date no more than 14 days before such List of Holders is
given to the Trustee; provided, that the Company 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 Company. The
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

Section 2.08. Transfer and Exchange.

Where a Security is presented to the Registrar or a co-Registrar with a
request to register a transfer, the Registrar shall register the transfer as
requested if its requirements for such transfer are met. Notwithstanding any
other provision of this Section, unless and until it is exchanged in whole or in
part for Securities in definitive form, a global Security representing all or a
portion of the Securities of or within a series may not be transferred except as
a whole by the depositary for such series to a nominee of such depositary or by
a nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor depositary
for such series or a nominee of such successor depositary. Where Securities are
presented to the Registrar or a co-Registrar with a request to exchange them
for an equal aggregate principal amount of Securities of the same series of
other authorized denominations, the Registrar shall make the exchange as
requested (other than with respect to a global Security, except as provided
below or as otherwise specified as contemplated by Section 2.02) if its
requirements for such exchange are met. The Registrar shall require, among other
things, that any Security presented or surrendered for transfer or exchange be
duly endorsed, or be accompanied by appropriate transfer documents duly
endorsed, or be accompanied by appropriate transfer documents duly executed, by
the Holder thereof or his attorney duly authorized in writing. To permit
transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. Any exchange or transfer shall be without charge, except
that the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto.

The Registrar need not transfer or exchange any Security selected for
redemption or purchase (except, in the case of Securities to be redeemed or
purchased in part, the portion

-11-
<PAGE> 13
thereof not to be redeemed or purchased), any Security in respect of which a
notice requiring the purchase or redemption thereof by the Company at the option
of the Holder has been given and not withdrawn by the Holder thereof in
accordance with the terms of such Securities (except in the case of Securities
to be so purchased or redeemed in part, the portion thereof not to be so
purchased or redeemed), or transfer or exchange Securities of any particular
series during a period of 15 days prior to the mailing of any notice of
redemption.

Except as otherwise provided with respect to the Securities of any
series as contemplated by Section 2.02, a global Security may be exchanged only
as provided below in this Section.

If at any time the depositary with respect to a global Security
representing all or a portion of the Securities of or within a series notifies
the Company that it is unwilling, unable or ineligible to continue as such
depositary, the Company shall appoint a successor depositary with respect to
such Securities. Unless otherwise provided with respect to a series of
Securities as contemplated by Section 2.02, if a successor depositary is not so
appointed by the Company within 90 days after the Company receives such notice,
the Company will execute and the Trustee, upon receipt of a written order of the
Company as contemplated by Section 2.04 for the authentication and delivery of
definitive Securities of such series (or, if such written order has previously
been delivered, then upon receipt of written instructions from the person or
persons specified in such written order), will authenticate and deliver
Securities of such series in definitive form equal in aggregate principal amount
to the principal amount of the global Security or Securities representing such
series in exchange for such global Security or Securities.

The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more global Securities
shall no longer be represented by such global Security or Securities. In such
event the Company will execute and the Trustee, upon receipt of a written order
of the Company as contemplated by Section 2.04 for the authentication and
delivery of definitive Securities of such series (or, if such written order has
previously been delivered, then upon receipt of written instructions from the
person or persons specified in such written order), will authenticate and
deliver Securities of such series in definitive form equal in aggregate
principal amount to the principal amount of the global Security or Securities
representing such series in exchange for such global Security or Securities.

If a global Security is otherwise exchangeable as specified by the
Company pursuant to Section 2.02(3) with respect to a series of Securities, the
depositary with respect to a global Security representing all or a portion of
the Securities of or within such series may surrender such global Security to
the Trustee, as the Company's agent for such purpose, to be exchanged in whole
or in part for Securities of such series in definitive form in the manner and
under the circumstances so specified and on such terms as are acceptable to the
Company and such depositary. In such event, the Company shall execute and the
Trustee shall authenticate and deliver or make available for delivery:

-12-
<PAGE> 14
(i) to each Person specified by such depositary a new Security
or Securities of the same series and of like tenor, of any authorized
form and denomination as requested by such Person in aggregate
principal amount equal to and in exchange for such Person's beneficial
interest in the global Security; and

(ii) unless endorsement of the surrendered global Security as
contemplated by Section 2.15 or another procedure is specified for the
Securities of such series as contemplated by Section 2.02, to such
depositary a new global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered
global Security and the aggregate principal amount of Securities
delivered pursuant to clause (i) above in exchange for beneficial
interests in such surrendered global Security.

In any exchange provided for in any of the preceding three paragraphs,
the Company will execute and the Trustee will authenticate and deliver
Securities in definitive registered form in authorized denominations.

Upon the exchange of a global Security for Securities in definitive
form, such global Security shall be cancelled by the Trustee, unless endorsement
of the surrendered global Security as contemplated by Section 2.15 or another
procedure is specified for the Securities of such series as contemplated by
Section 2.02. Securities issued in exchange for a global Security pursuant to
this Section shall be registered in such names and in such authorized
denominations as the depositary for such global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the persons
in whose names such Securities are so registered.

If a Security is issued in exchange for any portion of a global
Security after the close of business at the office or agency where such exchange
occurs (i) on any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) on any special
record date and before the opening of business at such office or agency on the
related date for payment of defaulted interest, interest or defaulted interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such global Security is payable in accordance with the provisions of this
Indenture.

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.

Section 2.09. Replacement Securities.

If a mutilated Security is surrendered to the Registrar or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, then in the absence of notice to the Company or the Trustee
that such Security has been acquired by a bona fide

-13-
<PAGE> 15
purchaser, the Company shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements are met. If required, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee or any Agent from any loss
which any of them may suffer if a Security is replaced. 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.

In case any such lost, destroyed or wrongfully-taken Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to any provision of the Securities of such series providing for
the purchase thereof at the option of the Holder or the Company, the Company in
its discretion may, instead of issuing a new Security, pay or purchase such
Security.

Every new Security issued pursuant to this Section in lieu of any lost,
destroyed or wrongfully-taken Security shall constitute a separate obligation of
the Company, whether or not the lost, destroyed or wrongfully-taken 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 of such series duly issued hereunder.

The provisions of this Section, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully-taken Securities.

Section 2.10. Outstanding Securities.

Securities outstanding at any time are all Securities authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section as not being outstanding. A
Security does not cease to be outstanding because the Company or one of its
Affiliates holds the Security.

If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If the Paying Agent holds on a redemption date or maturity date or on
the Business Day following a date on which Securities of such series are to be
purchased by the Company pursuant to any provision thereof providing for such
purchase at the option of the Holder or the Company, money (or securities if
permitted by the terms of such Securities) in trust or, if the Company, acting
as its own Paying Agent, sets aside and segregates money (or securities if
permitted by the terms of such Securities) in trust, sufficient to pay
Securities payable on that date, then, on and after that date such Securities
cease to be outstanding and interest, if any (and original issue discount, if
Original Issue Discount Securities), on them ceases to accrue, unless the Paying
Agent is restricted under the terms of the Securities of such series (specified
as contemplated by Section 2.02) in applying such money.

-14-
<PAGE> 16
Section 2.11. Temporary Securities.

Pending the preparation of a permanent global Security or definitive
Securities of any series, the Company may execute and the Trustee, upon the
written order of the Company pursuant to Section 2.04, shall authenticate and
deliver temporary Securities. Temporary Securities of any series shall be in
authorized denominations and substantially of the tenor of the definitive
Securities of that series in lieu of which they are issued, but may have
variations that the Company considers appropriate for temporary Securities. In
the case of Securities of any series, such temporary Securities may be in global
form. If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, and upon
surrender for cancellation of any one or more temporary Securities of such
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like aggregate principal amount of definitive Securities
of authorized denominations of the same series and containing identical terms
and provisions. Until so exchanged, the temporary Securities of any series
shall, except as otherwise specified as contemplated by Section 2.02 (including
with respect to the payment of interest on temporary Securities), in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.

Section 2.12. Cancellation.

The Company at any time may deliver Securities to the Trustee for
cancellation, including Securities authenticated which the Company has not
issued and sold. The Company and each Agent shall forward to the Trustee any
Securities surrendered to them for transfer, exchange, payment, redemption, or
purchase by the Company pursuant to any provision thereof providing for such
purchase at the option of the Holder. The Trustee and no one else shall cancel
all Securities surrendered for transfer, exchange, payment, redemption,
purchase, or cancellation, and may dispose of cancelled Securities as the
Company directs; provided, however, that the Trustee shall not be required to
destroy such cancelled Securities. Except as otherwise provided in the
resolution of the Board of Directors or indenture supplemental hereto
establishing such series as contemplated by Section 2.02, the Company may not
issue new Securities of a series to replace Securities of the same series that
it has paid or that have been delivered to the Trustee for cancellation.

Section 2.13. Payment of Interest; Defaulted Interest.

Unless otherwise provided with respect to the Securities of any series
as contemplated by Section 2.02, interest (except defaulted interest) on any
Security of any series which is payable on any Interest Payment Date shall be
paid to the Holder in whose name that Security (or one or more Predecessor
Securities) is registered on the security register at the close of business on
the Regular Record Date for such interest payment. At the option of the Company,
payment of interest on any Security may be made (i) by check mailed to the
address of the Person entitled thereto as such address appears in the security
register, or (ii) if so specified with respect to the Securities of such series
as contemplated by Section 2.02, by wire transfer to any account designated by
such Person.

-15-
<PAGE> 17
If the Company defaults in a payment of interest on the Securities of
any series on any Interest Payment Date, it shall pay the defaulted interest to
the Persons who are Securityholders of such series at the close of business on a
subsequent special record date. The Company shall fix the special record date
and payment date. At least 15 days before the record date, the Company shall
mail to each Securityholder of such series a notice that states the special
record date, the payment date and the amount of defaulted interest proposed to
be paid. The Company shall notify the Trustee in writing of the amount of the
defaulted interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Paying Agent 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 Paying Agent for such deposit prior to the date of the
proposed payment. The Company may pay defaulted interest in any other lawful
manner.

Section 2.14. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any Agent may 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 2.13) interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee nor any Agent shall be affected by notice to the contrary.

No holder of any beneficial interest in any global Security held on its
behalf by a depositary shall have any rights under this Indenture with respect
to such global Security, and such depositary (or its nominee, if such global
Security is registered in the name of a nominee) may be treated by the Company,
the Trustee, and any Agent as the owner of such global Security for all purposes
whatsoever. None of the Company, the Trustee, or any Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any Agent from giving
effect to any written certification, proxy or other authorization furnished by
any depositary, as a Holder, with respect to such global Security or impair, as
between such depositary and owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of the
rights of such depositary (or its nominee) as Holder of such global Security.

Section 2.15. Securities in Global Form.

If the Company shall establish pursuant to Section 2.02 that the
Securities of or within a series are to be issued in whole or in part in global
form, then the Company shall execute, and the Trustee shall, in accordance with
Section 2.04 and the written order of the Company contemplated thereby,
authenticate and deliver one or more global Securities in temporary or permanent
form that (i) shall be registered in the name of the depositary for such global

-16-
<PAGE> 18
Security or Securities or the nominee of such depositary, (ii) shall be
delivered by the Trustee to such depositary or pursuant to such depositary's
instructions, and (iii) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by the
depositary to a nominee of the depositary or by a nominee of the depositary to
the depositary or another nominee of the depositary or by the depositary or any
such nominee to a successor depositary or a nominee of such successor
depositary." Each depositary designated pursuant to Section 2.02 for a global
Security in registered form must be, to the extent required by applicable law or
regulation, a clearing agency registered under the Securities Exchange Act of
1934, as amended, and any other applicable statute or regulation, at the time of
its designation and at all times that it serves as depositary. Notwithstanding
clause (14) of Section 2.02 and the provisions of Section 2.03, any such global
Security shall represent such of the outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of outstanding Securities of such series from time to time endorsed
thereon and that the aggregate amount of outstanding Securities represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in a global form to reflect the amount, or any
increase or decrease in the amount, or changes in the rights of Holders, of
outstanding Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the written order of the Company to be delivered to the Trustee pursuant to
Section 2.04. Subject to the provisions of Section 2.04 and, if applicable,
Section 2.11, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable written order of the Company. If a
written order of the Company pursuant to Section 2.04 has been, or
simultaneously is, delivered, any instructions with respect to a Security in
global form shall be in writing but need not comply with Sections 11.04 and
11.05 and need not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of the third paragraph of Section
2.04 shall apply to any Security represented by a Security in global form if
such Security was never issued and sold by the Company and the Company delivers
to the Trustee the Security in global form together with written instructions
(which need not comply with Sections 11.04 and 11.05 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby, together with the written statement
contemplated by the last sentence of the third paragraph of Section 2.04.

Section 2.16. 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.

-17-
<PAGE> 19
ARTICLE THREE

Redemption

Section 3.01. Applicability of Article.

Securities of any series which are redeemable before their stated
maturity at the election of the Company or through the operation of any sinking
fund for the retirement of Securities of such series shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 2.02 for Securities of any series) in accordance with this Article.

Section 3.02. Notices to Trustee.

If the Company elects to redeem all or less than all the Securities of
any series, it shall notify the Trustee of the redemption date, the principal
amount of Securities to be redeemed, the specific provision of the Securities
pursuant to which the Securities being called for redemption are being redeemed
and the redemption price. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction. If the Company wants to make any permitted optional sinking fund
payment, it shall notify the Trustee of the principal amount of the Securities
to be redeemed.

The Company (1) may deliver outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed or otherwise purchased either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities in satisfaction of all or any part of any sinking fund
payment required to be made pursuant to the terms of the Securities of such
series as provided for by the terms of such series: provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the redemption price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
The Company shall notify the Trustee of its intention to so reduce the amount of
such sinking fund payment, the amount of the reduction and the basis for it. The
Company shall deliver to the Trustee with such notice any Securities to be
credited for such purpose that it has not previously delivered to the Trustee
for cancellation.

The Company shall give each notice and Officers' Certificate provided
for in this Section together with the securities to be credited as provided in
the immediately preceding paragraph at least 45 days before the redemption date
(unless a shorter notice shall be satisfactory to the Trustee or is otherwise
specified as contemplated by Section 2.02 for Securities of any series).

-18-
<PAGE> 20
Section 3.03. Selection of Securities to be Redeemed.

Except as otherwise specified as contemplated by Section 2.02 for
Securities of any series, if less than all the Securities of any series are to
be redeemed, the particular Securities to be redeemed shall be selected from
Securities of the same series outstanding not previously called for redemption
by such method as the Trustee considers fair and appropriate (and in such manner
as complies with applicable requirements of any stock exchange on which
Securities of such series are listed) and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series that have denominations larger than the
minimum authorized denomination for Securities of that series. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

Section 3.04. Notice of Redemption.

At least 30 days but no more than 60 days before a redemption date
(unless a shorter notice is specified as contemplated by Section 2.02 for
Securities of any series), the Company shall mail a notice of redemption by
first-class mail to each Holder of Securities of the series to be redeemed.

The notice shall identify the Securities, including CUSIP number, if
any (and, in the case of partial redemption, the principal amount of the
Securities), to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price and method of payment, if other than in
cash;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

(5) that interest, if any (or original issue discount, if Original
Issue Discount Securities), on Securities called for redemption ceases to accrue
on and after the redemption date, unless the Company defaults in making such
redemption payment; and

(6) that the redemption is for a sinking fund or at the election
of the Company, whichever is the case.

At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company shall have furnished to the Trustee the Officers' Certificate and
Opinion of Counsel required pursuant to Section 11.04 at least 15 days prior to
the date that the Trustee is required to take any action in connection with a
redemption.

-19-
<PAGE> 21
Section 3.05. Effect of Notice of Redemption.

Once notice of redemption is mailed, Securities of the series called
for redemption become due and payable on the redemption date and at the
redemption price therein specified and on and after such date (unless the
Company shall default in the payment of the redemption price and accrued
interest, if any) such Securities shall cease to bear interest, if any (and
original issue discount, if such Securities are Original Issue Discount
Securities, shall cease to accrue). Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price, plus, if applicable, accrued
interest, if any, to the redemption date: provided, however, that installments
of interest the Interest Payment Date for which is on or prior to the redemption
date shall be payable to the persons who are Holders of such Securities (or one
or more Predecessor Securities) on the relevant record dates for such interest
according to their terms and Section 2.13.

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 prescribed therefor in the Security.

Section 3.06. Deposit of Redemption Price.

On or before 11:00 a.m., New York time, on the redemption date, the
Company shall deposit with the Paying Agent money (or securities if permitted by
the terms of such Securities) sufficient to pay the redemption price of, and
(except if the redemption date is an Interest Payment Date) accrued interest, if
any, on, all Securities to be redeemed on that date other than Securities or
portions thereof called for redemption on that date which are delivered by the
Company to the Trustee for cancellation.

Section 3.07. Securities Redeemed in Part.

Any Security that is to be redeemed only in part shall be surrendered
at a place of payment therefor (with, if the Company, the Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company, the Registrar 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
the same series, containing identical terms and provisions, 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 amount of the
Security so surrendered, and, unless otherwise specified as contemplated by
Section 2.02, if a global Security is so surrendered, the Company shall execute,
and the Trustee shall authenticate and deliver to the depositary for such global
Security, without service charge, a new global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal amount of the
global Security so surrendered.

-20-
<PAGE> 22
ARTICLE FOUR

Covenants

Section 4.01. Payment of Securities.

The Company shall pay the principal of and any interest on the
Securities of each series in accordance with the terms of the Securities of such
series and this Indenture.

To the extent enforceable under applicable law, the Company shall pay
interest on overdue principal at the rate borne by the Securities of such series
(unless a different rate is specified as contemplated by Section 2.02 for
Securities of such series).

Section 4.02. SEC Reports.

The Company shall file with the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. The Company also shall comply with the other provisions of TIA Section
314(a).

A copy of each report at the time of its mailing to Securityholders
shall be filed by the Company with the SEC and each stock exchange on which the
Securities are listed.

The Company will promptly notify the Trustee if and when the Securities
of any series are listed on any stock exchange.

Section 4.03. Compliance Certificate.

The Company will, within 120 days after the close of each fiscal year
of the Company, commencing with the first fiscal year following the issuance of
Securities of any series under this Indenture (but in any event within the time
required by TIA section 314(a)), file with the Trustee a certificate of the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, covering the period from the date of issuance
of such Securities to the end of the fiscal year in which such Securities were
issued, in the case of the first such certificate, and covering the preceding
fiscal year in the case of each subsequent certificate, and stating whether or
not, to the knowledge of the signer, the Company has complied with all
conditions and covenants on its part contained in this Indenture, and, if the
signer has obtained knowledge of any default by the Company in the performance,
observance or fulfillment of any such condition or covenant, specifying each
such default and the nature thereof. For the purposes of this Section 4.03,
compliance shall be determined without regard to any grace period or requirement
of notice provided pursuant to the terms of this Indenture. The certificate need
not comply with Section 11.05.

-21-
<PAGE> 23
Section 4.04. Corporate Existence.

Subject to the provisions of Section 5.01, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence.

Section 4.05. Calculation of Original Issue Discount.

[The Company shall file with the Trustee promptly at the end of each
calendar year written notice specifying the aggregate amount of original issue
discount (including daily rates and accrual periods), if any, accrued on
outstanding Securities as of the end of such year.]

ARTICLE FIVE

Successor Corporation

Section 5.01. When Company May Merge, etc.

The Company shall not consolidate with or merge into, or transfer its
properties and assets substantially as an entirety to, another corporation
unless (1) the successor corporation, which shall be a corporation organized and
existing under the laws of the United States or a State thereof, assumes by
supplemental indenture all the obligations of the Company under the Securities
and this Indenture; and (2) immediately after giving effect to such transaction,
no Event of Default shall have occurred and be continuing. Thereafter, unless
otherwise specified as contemplated by Section 2.02 for the Securities of any
series, all such obligations of the predecessor corporation shall terminate.

ARTICLE SIX

Defaults and Remedies

Section 6.01. Events of Default.

An "Event of Default" with respect to Securities of any series means
each of the events specified below in this Section 6.01, unless it is either
inapplicable to a particular series or is specifically deleted or modified as
contemplated by Section 2.02 for the Securities of such series, and any other
events as may be specified as contemplated by Section 2.02 for the Securities of
such series:

(1) the Company defaults in the payment of any interest
on any Security of that series when the same becomes due and payable
and the default continues for a period of 30 days;

(2) the Company defaults in the payment of the principal
of any Security of that series when the same becomes due and payable at
maturity, upon redemption

-22-
<PAGE> 24
(including default in the making of any mandatory sinking fund
payment), upon purchase by the Company at the option of the Holder
pursuant to the terms of such Security or otherwise;

(3) the Company fails to comply with any of its other
agreements in Securities of that series or this Indenture (other than
an agreement which has expressly been included in this Indenture solely
for the benefit of Securities of any series other than that series or
is expressly made inapplicable to the Securities of such series as
contemplated by Section 2.02) and the default continues for the period
and after the notice specified below;

(4) the Company pursuant to or within the meaning of any
Bankruptcy Law:

(A) commences a voluntary case, or consents to
the commencement of a case against it,

(B) consents to the entry of an order for relief
against it in an involuntary case,

(D) makes a general assignment for the benefit
of its creditors;

(5) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

(A) is for relief against the Company in an
involuntary case or adjudicates the Company insolvent or
bankrupt,

(B) appoints a Custodian of the Company or for
all or substantially all of its property, or

(C) orders the winding up or liquidation of the
Company, and the order or decree remains unstayed and in effect
for 90 days; or

(6) any other Event of Default provided with respect to
Securities of that series occurs.

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

A default under clause (3) is not an Event of Default until the Trustee
notifies the Company or the Holders of at least 25% in aggregate principal
amount of the outstanding Securities of that series notify the Company and the
Trustee of the default and the Company

-23-
<PAGE> 25
does not cure the default within 90 days after receipt of the notice. The notice
must specify the default, demand that it be remedied and state that the notice
is a "Notice of Default."

Section 6.02. Acceleration.

If an Event of Default (other than an Event of Default specified in
Section 6.01(4) or (5)) occurs and is continuing with respect to Securities of
any series at the time outstanding, the Trustee by notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the outstanding
Securities of that series by notice to the Company and the Trustee, may declare
to be due and payable immediately (1) the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of the Securities of
that series) of all of the Securities of that series then outstanding and (2)
interest, if any, accrued to the date of acceleration. Upon such declaration,
such principal amount (or specified amount) and interest, if any, shall be due
and payable immediately. If an Event of Default specified in Section 6.01 (4) or
(5) occurs and is continuing, (1) the principal amount (or, if the Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of the Securities of that
series) of all of the Securities of that series then outstanding and (2)
interest, if any, accrued to the date of such acceleration shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or Securityholders. The Holders of a majority in aggregate principal
amount of the outstanding Securities of the series with respect to which an
acceleration applies by notice to the Trustee may rescind an acceleration and
its consequences with respect to such series if all existing Events of Default
(other than the non-payment of the principal of and accrued interest, if any, on
Securities that have become due solely by such acceleration) with respect to
Securities of that series have been cured or waived and if the rescission would
not conflict with any judgment or decree. No such rescission shall affect any
subsequent default or impair any right consequence thereon.

Section 6.03. Other Remedies.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may pursue any available remedy by proceeding at
law or in equity to collect the payment of the whole amount which then shall
have become due and remain unpaid for principal or interest, if any, on the
Securities of that series or to enforce the performance of any provision of the
Securities of that series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any
of the Securities of that series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver or acquiescence in the Event
of Default. No remedy is exclusive of any other remedy. All available remedies
are cumulative.

-24-
<PAGE> 26
Section 6.04. Waiver of Existing Defaults.

Subject to Section 9.02, the Holders of a majority in aggregate
principal amount of the outstanding Securities of any series by notice to the
Trustee may waive on behalf of the Holders of all the Securities of such series
an existing Default or Event of Default and its consequences. When a Default or
Event of Default is waived, it is cured and stops continuing.

Section 6.05. Control by Majority.

The Holders of a majority in aggregate principal amount of the
outstanding Securities of any series may 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 it, with respect to the Securities of such
series. The Trustee, however, may refuse to follow any direction that conflicts
with law or this Indenture, that is unduly prejudicial to the rights of another
Securityholder or that would involve the Trustee in personal liability.

Section 6.06. Limitation of Suits.

No Holder of any Security of any series shall have the right to pursue
any remedy with respect to this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that
series;

(2) the Holders of at least 25% in aggregate principal
amount of the outstanding Securities of that series make a written
request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer and provide to the
Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

(4) the Trustee does not comply with the request within
60 days after receipt of the request and the offer of indemnity; 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 aggregate principal amount of the
outstanding Securities of such series.

A Securityholder of any series may not use this Indenture to prejudice
the rights of another Securityholder of such series or to obtain a preference or
priority over another Securityholder of such series, except in the manner herein
provided and for the equal and ratable benefit of all Securityholders of such
series.

-25-
<PAGE> 27
Section 6.07. Rights of Holders to Receive Payment and to Convert.

Subject to the terms of the Securities of any series relating to
subordination (as contemplated by Article Ten and Section 2.02) and
notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of principal of and (subject to Section 2.13)
interest, if any, on the Security, on or after the respective due dates with
respect to such payments expressed in such Security, and, if applicable, to
convert such Security on the terms and subject to the conditions applicable to
Securities of such series, or to bring suit for the enforcement of any such
payment on or after such respective dates or of such right to convert, if any,
shall not be impaired or affected without the consent of the Holder.

Section 6.08. Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing with respect to the Securities of any series, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount which then shall have become due and remain unpaid
for principal and interest, if any, on the Securities of such series.

Section 6.09. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
the Securityholders allowed in any judicial proceedings relative to the Company,
its creditors or its property and to collect and receive money, property or
securities payable or deliverable on any such claims and to distribute the same.

Section 6.10. Priorities.

If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

First: to the Trustee for amounts due under Section 7.07;

Second: to the payment of items to which the Securities have
been subordinated as contemplated by Article Ten and Section 2.02;

Third: to the payment of amounts due and unpaid for principal
and interest, if any, on the Securities in respect of which such money
has been collected, ratably, without preference or priority of any
kind, according to the amounts which then shall have become due and
payable on such Securities for principal and interest, respectively;
and

Fourth: to the Company.

-26-
<PAGE> 28
The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section, notice of which shall be mailed to
each Securityholder by the Company at least 15 days before such record date.

Section 6.11. 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 or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
aggregate principal amount of the outstanding Securities of any series.

ARTICLE SEVEN

Trustee

All the provisions of this Article Seven apply to the Trustee acting in
all its appointed capacities pursuant to this Indenture unless any provision
specifically applies to the Trustee only in its capacity as Trustee.

Section 7.01. Duties of Trustee.

(a) If an Event of Default with respect to Securities of any series
has occurred and is continuing, the Trustee shall with respect to such series
exercise such of the rights and powers vested in it by this Indenture with
respect to such series and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

(b) With respect to Securities of any series, except during the
continuance of an Event of Default with respect to Securities of such series:

(1) The Trustee need perform those duties and only those
duties that are specifically set forth in this Indenture or are
mandated by the TIA and no implied covenants or obligations shall
be read into this Indenture against the Trustee.

(2) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. The Trustee, however, shall, with
respect to certificates or opinions which by any provision hereof
are required to be provided to the Trustee, examine the
certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.

-27-
<PAGE> 29
(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b)
of this Section.

(2) The Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to Section 6.05.

(4) 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.

(5) 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, exculpations
and limitations on liability afforded to the Trustee under the
provisions of the TIA.

(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02. Rights of Trustee.

(a) The Trustee may rely and shall be protected in acting or
refraining from acting on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in such document.

(b) Before the Trustee acts or refrains from acting, it may consult
with counsel or require, in its discretion, an Officers' Certificate, an Opinion
of Counsel, and/or an accountant's certificate. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate, Opinion of Counsel or accountant's certificate.

-28-
<PAGE> 30
(c) The Trustee may act hereunder either directly or through agents or
counsel and shall not be responsible for the misconduct or negligence of any
agent or counsel appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

(e) 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.

(f) 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 Holder pursuant to this Indenture, unless such Holder shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

(g) The Trustee shall not be charged with knowledge of any default or
Event of Default, as the case may be, with respect to the Securities of any
series for which it is acting as Trustee unless either (1) a Trust Officer of
the Trustee shall have actual knowledge of the default or Event of Default, as
the case may be, or (2) written notice of such default or Event of Default, as
the case may be, shall have been given to the Trustee by the Company, any other
obligor on such Securities or by any Holder of such Securities.

(h) 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,
coupon 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.

Section 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer.

The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities; it shall not be accountable for the Company's
use of the proceeds from the Securities; and it shall not be responsible for any
statement in the Indenture or the Securities other than its certificate of
authentication.

-29-
<PAGE> 31
Section 7.05. Notice of Defaults.

If a Default occurs and is continuing with respect to Securities of any
series and if it is known to a Trust Officer of the Trustee, the Trustee shall
transmit by mail to each Securityholder or such series in the manner and to the
extent provided in TIA Section 313(c) notice of the Default within 90 days after
its occurs or as soon as reasonably practicable thereafter. Except in the case
of a default in payment of principal of or interest on any Security of such
series (including default in the making of any mandatory sinking fund or
mandatory repurchase payment), the Trustee may withhold the notice if and so
long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders of such series.

Section 7.06. Reports by Trustee to Holders.

Within 60 days after each July 31 beginning with the July 31 following
the date on which Securities are originally issued under this Indenture, the
Trustee shall transmit by mail to each Securityholder in the manner and to the
extent provided in TIA Section 313(c) a brief report dated as of such July 31
that complies with TIA Section 313(a) if such report is required by TIA Section
313(a). The Trustee also shall comply with TIA Section 313(b).

Section 7.07. Compensation and Indemnity.

The Company shall pay to the Trustee such compensation for its services
as shall be agreed upon in a writing between the Company and the Trustee. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee's agents
and counsel.

The Company shall indemnify the Trustee against any loss or liability
incurred by it arising out of or in connection with the acceptance or
administration of this trust and its duties hereunder. The Trustee shall notify
the Company promptly of any claims asserted against the Trustee for which it may
seek indemnity. Failure of the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall have the
right to elect to defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its written consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal of or
interest on particular Securities.

-30-
<PAGE> 32
In addition to any other rights to payment herein, when the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(4) or (5) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

The provisions of this Section shall survive the termination of this
Indenture.

Section 7.08. Replacement of Trustee.

The Trustee may resign at any time with respect to Securities of one or
more series by so notifying the Company. The Holders of a majority in aggregate
principal amount of the outstanding Securities of any series may remove the
Trustee with respect to the Securities of such series by so notifying the
removed Trustee and may appoint a successor Trustee with the Company's consent.
The Company shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the
Trustee or its property; or

(4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed, or if a vacancy exists in the
office of the Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint a successor Trustee or Trustees
(it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the Securities of any
particular series).

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee (subject to its lien, if any, provided for in Section 7.07),
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Securityholder.

If a successor Trustee with respect to Securities of any series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of a majority in aggregate
principal amount of the outstanding Securities of such series may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

-31-
<PAGE> 33
If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee.

Section 7.09. Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation
or national banking association, the successor corporation or national banking
association without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a). The Trustee shall always have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. With respect to the Securities of each
series, the Trustee shall comply with TIA Section 310(b). In determining whether
the Trustee has a conflicting interest as defined in TIA Section 310(b) with
respect to the Securities of any series, there shall be excluded this Indenture
with respect to the Securities of any series other than that series. Nothing
herein shall prevent the Trustee from filing with the SEC the application
referred to in the second to last paragraph of TIA Section 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

ARTICLE EIGHT

Discharge of Indenture

Section 8.01. Termination of Company's Obligations.

The Company may terminate all of its obligations under the Securities
of any series and this Indenture with respect to the Securities of such series
if either (1) all Securities of such series previously authenticated and
delivered (other than destroyed, lost or stolen Securities which have been
replaced or paid or Securities for whose payment money (or, if permitted by the
terms of such Securities, securities) has theretofore been held in trust and
thereafter repaid to the Company, as provided in Section 8.03) have been
delivered to the Trustee for cancellation; or (2) (i) the Company irrevocably
deposits in trust with the Trustee money or U.S. Government Obligations
sufficient to pay the principal of and interest, if any, on all Securities of
such series not theretofore cancelled or delivered to the Trustee for
cancellation (other than destroyed, lost or stolen Securities which have been
replaced or paid or Securities for whose payment money (or, if permitted by the
terms of such Securities,

-32-
<PAGE> 34
securities) has theretofore been held in trust and thereafter repaid to the
Company, as provided in Section 8.03) to maturity or redemption, as the case may
be and (ii) the Company delivers to the Trustee an opinion of counsel to the
effect that, based upon the Company's receipt from, or the publication by, the
Internal Revenue Service of a ruling or a change in law, the holders of the
Securities will not recognize income, gain or loss for United States federal
income tax purposes as a result of the deposit, defeasance and discharge and
will be subject to United States federal income tax on the same amount in the
same manner and at the same times as would have been the case if such deposit,
defeasance or discharge had not occurred.

The Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 7.07, 7.08 and 8.03 of this Indenture, however, shall survive until the
Securities of such series are no longer outstanding. Thereafter, the Company's
obligations in Sections 7.07 and 8.03 shall survive. Notwithstanding the
satisfaction and discharge of this Indenture with respect to the Securities of
any series, if money or U.S. Government Obligations shall have been deposited
with the Trustee pursuant to clause (2) of the first paragraph of this Section,
the obligations of the Trustee under Section 8.02 and the second sentence of
Section 8.03 shall survive.

After a deposit and if all other conditions thereto are met, the
Trustee for the Securities of such series shall be required to execute an
instrument acknowledging satisfaction and discharge of this Indenture with
respect to such Securities, except for those surviving obligations specified
above; provided, however, that the Trustee shall not be required to execute such
instrument until the expiration of 90 days after the date of a deposit and that
such instrument may be made subject to the condition that such deposit had been
in compliance with any applicable terms of the Securities of such series
relating to subordination (as contemplated by Article Ten and Section 2.02).

In order to have money available on a payment date to pay the principal
of or interest, if any, on the Securities, the U.S. Government Obligations shall
be payable as to principal or interest on or before such payment date in such
amounts as will provide the necessary money. U.S. Government Obligations shall
not be callable at the issuer's opinion.

Section 8.02. Application of Trust Fund.

The Trustee shall hold in trust money and U.S. Government Obligations
deposited with it pursuant to Section 8.01. Subject to any applicable terms of
the Securities of any series relating to subordination (as contemplated by
Article Ten and Section 2.02), the Trustee shall apply the deposited money and
the money from the U.S. Government Obligations through the Paying Agent and in
accordance with the provisions of the Securities of such series and this
Indenture to the payment of principal of and interest, if any, on the Securities
of such series for the payment of which such money or U.S. Government
Obligations has been deposited with the Trustee.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 8.01 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of outstanding Securities.

-33-
<PAGE> 35
Section 8.03. Repayment to Company.

The Trustee and the Paying Agent shall promptly pay to the Company upon
written request any excess money or securities held by them at any time. The
Trustee and the Paying Agent shall pay to the Company upon written request any
money or securities held by them for the payment of principal or interest, if
any, that remains unclaimed for two years. After that, Holders entitled to the
money or securities must look to the Company for payment unless an applicable
abandoned property law designates another Person.

ARTICLE NINE

Amendments, Supplements and Waivers

Section 9.01. Without Consent of Holders.

The Company and the Trustee may amend or supplement this Indenture or
the Securities of any series without notice to or consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to comply with Section 5.01;

(3) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 2.02;

(4) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein
conferred upon the Company;

(5) to add any additional Events of Default (and if such Events
of Default are to be applicable to less than all series of Securities,
stating that such Events of Default are expressly being included solely
to be applicable to such series);

(6) to change or eliminate any of the provisions of this
Indenture, provided that, except as otherwise contemplated by Section
2.02(14), any such change or elimination shall become effective only
when there is no Security outstanding of any series created prior
thereto which is entitled to the benefit of such provision;

(7) to add or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to provide for
uncertificated Securities in addition to certificated Securities (so
long as any "registration-required obligation" within the meaning of
Section 163(f)(2) of the

-34-
<PAGE> 36
Internal Revenue Code of 1986, as amended (the "Code") is in registered
form for purposes of the Code);

(8) to make any change that, in the opinion of the Board of
Directors, does not materially adversely affect the rights of any
Securityholder; or

(9) to comply with any requirement of the SEC in connection with
the qualification of this Indenture under the TIA.

Section 9.02. With Consent of Holders.

The Company and the Trustee may amend or supplement this Indenture or
the Securities of any series without notice to any Securityholder but with the
written consent of the Holders of a majority in aggregate principal amount of
the outstanding Securities of each series affected by such amendment or
supplement. The Holders of a majority in aggregate principal amount of the
outstanding Securities of any series may on behalf of the Holders of all
Securities of such series waive compliance by the Company with any provision of
this Indenture or of Securities of such series without notice to any
Securityholder. Without the consent of each Securityholder affected, however,
the amendment, supplement or waiver, including a waiver pursuant to Section
6.04, may not:

(1) reduce the amount of Securities of any series whose Holders
must consent to an amendment, supplement or waiver;

(2) reduce the rate of or extend the time for payment of
interest on any Security (or, in the case of an Original Issue Discount
Security, reduce the rate of accrual of original issue discount);

(3) reduce the principal of (or any premium payable upon the
redemption of) or extend the fixed maturity of any Security (or, in the
case of an Original Issue Discount Security, reduce the portion of the
principal amount that would be due and payable upon acceleration of the
maturity thereof pursuant to Section 6.02);

(4) change the amount or time of any payment required by any
sinking fund provisions of the Securities of any series;

(5) make any change that materially adversely affects the rights
of a Holder to require the Company to purchase a Security in accordance
with the terms thereof and this Indenture;

(6) waive a default in the payment of the principal of or
interest, if any, on any Security; or

(7) make any Security payable in money or securities other than
that stated in the Security.

-35-
<PAGE> 37
It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed supplement, but it shall
be sufficient if such consent approves the substance thereof.

An amendment to or supplement of this Indenture which changes or
eliminates any covenant or other provision of this Indenture which has expressly
been included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

Section 9.03. Compliance with the Trust Indenture Act.

Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

A consent to an amendment, supplement, waiver or other action by a
Holder of a Security shall bind the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made on any Security.
Any such Holder or subsequent Holder, however, may revoke the consent as to his
Security or portion of a Security. Such revocation shall be effective only if
the Trustee receives the notice of revocation before the date the amendment,
supplement, waiver or other action becomes effective. An amendment, supplement,
waiver or other action shall become effective on receipt by the Trustee of
written consents from the Holders of the requisite percentage in aggregate
principal amount of the outstanding Securities of the relevant series. After an
amendment, supplement or waiver becomes effective, it shall bind every
Securityholder of each series of Securities so affected.

Section 9.05. Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

Section 9.06. Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article if the amendment, supplement or waiver does not
adversely affect the rights, duties, immunities or liabilities of the Trustee.
If it does, the Trustee may but need not sign it. The Company may not sign an
amendment or supplement until the Board of Directors approves it.

-36-
<PAGE> 38
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and 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.

ARTICLE TEN

SUBORDINATION

Section 10.01. Subordination Terms.

The payment by the Company of the principal of, premium, if any, and
interest on the Securities of any series shall be subordinated in the manner and
to the extent provided in the Securities of such series, as contemplated by
Sections 2.01 and 2.02.

ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of TIA Sections 310 to 317, inclusive, through
operation of TIA Section 318(c), such imposed duties shall control.

Section 11.02. Notices.

Any notice or communication shall be sufficiently given if in writing
and delivered in person or mailed by first-class mail addressed as follows:

If to the Company:

Ohio Edison Company
76 South Main Street
Akron, Ohio 44308
Attention: Treasurer

-37-
<PAGE> 39
If to the Trustee:

The Bank of New York
101 Barclay Street
Floor 21W
New York, New York 10286
Attention: Corporate Trust Administration

The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be mailed
to him by first-class mail, postage prepaid, at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

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 equivalent of such notice.
Waivers of notice by Holders of Securities 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.

Section 11.03. Communication by Holders with Other Holders.

Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

Section 11.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent (including any covenants compliance
with which constitutes a condition precedent), if any, provided for in
this Indenture relating to the proposed action have been complied with;
and

(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent (including any covenants
compliance with which constitutes a condition precedent) have been
complied with.

-38-
<PAGE> 40
Section 11.05. Statements Required in Certificate or Opinion.

Each Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture (other
than certificates provided pursuant to Section 4.03) shall include:

(1) a statement that the person making such certificate or
opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

Section 11.06. When Treasury Securities Disregarded.

In determining whether the Holders of the required aggregate principal
amount of Securities of any series have concurred in any direction, waiver or
consent, Securities of such series owned by the Company or by any Affiliate of
the Company shall be disregarded and treated as not outstanding, except that for
the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Securities of such series which the
Trustee actually knows are so owned shall be so disregarded.

Section 11.07. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or a meeting of the
Securityholders of all series or any series. The Registrar and Paying Agent may
make reasonable rules for its functions.

Section 11.08. Legal Holidays.

A "Legal Holiday" is a Saturday, a Sunday, or a day on which banking
institutions in the City of New York, New York, are not required to be open. If
a specified date (including a date for giving notice) is a Legal Holiday, any
action to be taken on such date pursuant to this Indenture or the Securities
(including such conversion) may be taken on the next succeeding day that is not
a Legal Holiday, and, to the extent applicable, no interest, or original issue
discount, as the case may be, shall accrue for the intervening period.

-39-
<PAGE> 41
Section 11.09. Governing Law.

The internal laws of the State of New York shall govern this Indenture
and the Securities.

Section 11.10. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

Section 11.11. No Recourse Against Others.

No past, present or future director, officer, employee or stockholder,
as such, of the Company or the Trustee or any successor of either thereof shall
have any liability for any obligations of the Company or the Trustee under the
Securities or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation and all such liability is hereby
waived and released. Such waiver and release are part of the consideration for
the issue of the Securities.

Section 11.12. Successors.

All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

Section 11.13. Duplicate Originals.

The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

Section 11.14. Table of Contents, Headings, Etc.

The table of contents and the titles and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

Section 11.15. Acts of Holders.

(a) Any direction, 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 an agent duly appointed in writing. 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. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 7.01)

-40-
<PAGE> 42
conclusive in favor of the Trustee, the Company and any Agent, if made in the
manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument 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. 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 the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The ownership, principal amount and serial numbers of
outstanding Securities held by any person, and the date of holding the same,
shall be provided by the security register.

(d) If the Company shall solicit from the Holders of any
Securities any direction, consent, waiver or other authorization, the Company
may at its option (but is not obligated to), by or pursuant to a resolution of
the Board of Directors, fix in advance a record date for the determination of
Holders of Securities entitled to give such direction, consent, waiver or other
authorization. Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such resolution of the Board of
Directors, which shall be a date not earlier than 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than the
date such solicitation is completed. If such a record date is fixed, such
direction, consent, waiver or other authorization may be given before or after
such record date, but only the Holders of Securities of record at the close of
business on such record date shall be deemed to be Holders for the purpose of
determining whether Holders of the requisite proportion of outstanding
Securities have authorized or agreed or consented to such direction, consent,
waiver or other authorization, and for that purpose the outstanding Securities
shall be computed as of such record date; provided that no such consent or other
authorization by the Holders shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

(e) Any consent, waiver or other authorization by the Holder of
any Security shall bind such Holder and 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, any Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

Section 11.16. Assignment.

The Company shall have the right at all times to assign any of
its rights or obligations under this Indenture to a direct or indirect wholly
owned Subsidiary of the Company; provided, that, in the event of any such
assignment, the Company shall remain liable for all such obligations.

-41-
<PAGE> 43
SIGNATURES

Dated: OHIO EDISON COMPANY

By:
------------------------------------
Title:

(SEAL)

ATTEST:

- - ------------------------------------
Assistant Secretary

Dated: THE BANK OF NEW YORK

By:
------------------------------------
Title:

(SEAL)

ATTEST:

- - ------------------------------------
Assistant Treasurer

-42-
<PAGE> 44
CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA INDENTURE
SECTION SECTION

<S> <C> <C>
310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 7.10

(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A.

(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10

(c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11

(c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.07

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06

(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . 7.06

(c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06

314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . 11.04

(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A.

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.

315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11

316 (a)(last sentence) . . . . . . . . . . . . . . . . . . N.A.
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . 6.05

(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . 6.04

(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07

317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 6.09

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.06

318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
</TABLE>
- - --------------------
N.A. means Not Applicable. This Cross-Reference Table does not
constitute part of the Indenture

-43-
<PAGE> 45
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE ONE
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . 3
Section 1.03. Incorporation by Reference of Trust Indenture Act. . . . . 3
Section 1.04. Rules of Construction . . . . . . . . . . . . . . . . . . . 4

ARTICLE TWO
THE SECURITIES

Section 2.01. Forms Generally and Dating . . . . . . . . . . . . . . . . 4
Section 2.02. Amount Unlimited; Issuable in Series . . . . . . . . . . . 5
Section 2.03. Denominations . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.04. Execution and Authentication . . . . . . . . . . . . . . . 8
Section 2.05. Registrar and Paying Agent . . . . . . . . . . . . . . . . 10
Section 2.06. Paying Agent to Hold Money and Securities in Trust . . . . 10
Section 2.07. Securityholder Lists . . . . . . . . . . . . . . . . . . . 11
Section 2.08. Transfer and Exchange . . . . . . . . . . . . . . . . . . . 11
Section 2.09. Replacement Securities . . . . . . . . . . . . . . . . . . 13
Section 2.10. Outstanding Securities . . . . . . . . . . . . . . . . . . 14
Section 2.11. Temporary Securities . . . . . . . . . . . . . . . . . . . 14
Section 2.12. Cancellation . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.13. Payment of Interest; Defaulted Interest . . . . . . . . . . 15
Section 2.14. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . 16
Section 2.15. Securities in Global Form . . . . . . . . . . . . . . . . . 16
Section 2.16. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE THREE
REDEMPTION

Section 3.01. Applicability of Article . . . . . . . . . . . . . . . . . 18
Section 3.02. Notices to Trustee . . . . . . . . . . . . . . . . . . . . 18
Section 3.03. Selection of Securities to be Redeemed . . . . . . . . . . 19
Section 3.04. Notice of Redemption . . . . . . . . . . . . . . . . . . . 19
Section 3.05. Effect of Notice of Redemption . . . . . . . . . . . . . . 20
Section 3.06. Deposit of Redemption Price . . . . . . . . . . . . . . . . 20
Section 3.07. Securities Redeemed in Part . . . . . . . . . . . . . . . . 20
</TABLE>

-i-
<PAGE> 46
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE FOUR
COVENANTS

Section 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . 21
Section 4.02. SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.03. Compliance Certificate . . . . . . . . . . . . . . . . . . 21
Section 4.04. Corporate Existence . . . . . . . . . . . . . . . . . . . . 22
Section 4.05. Calculation of Original Issue Discount . . . . . . . . . . 22

ARTICLE FIVE
SUCCESSOR CORPORATION

Section 5.01. When Company May Merge, etc . . . . . . . . . . . . . . . . 22

ARTICLE SIX
DEFAULTS AND REMEDIES

Section 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . 22
Section 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.04. Waiver of Existing Defaults . . . . . . . . . . . . . . . . 25
Section 6.05. Control by Majority . . . . . . . . . . . . . . . . . . . . 25
Section 6.06. Limitation of Suits . . . . . . . . . . . . . . . . . . . . 25
Section 6.07. Rights of Holders to Receive Payment and to Convert . . . . 26
Section 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . 26
Section 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . 26
Section 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . 27

ARTICLE SEVEN
TRUSTEE

Section 7.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . 27
Section 7.02. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . 28
Section 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . 29
Section 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . 29
Section 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . 30
Section 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . 30
Section 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . 30
Section 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . 31
Section 7.09. Successor Trustee by Merger, etc . . . . . . . . . . . . . 32
Section 7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . 32
Section 7.11. Preferential Collection of Claims Against Company . . . . . 32
</TABLE>

-ii-
<PAGE> 47
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE EIGHT
DISCHARGE OF INDENTURE

Section 8.01. Termination of Company's Obligations . . . . . . . . . . . 32
Section 8.02. Application of Trust Fund . . . . . . . . . . . . . . . . . 33
Section 8.03. Repayment to Company . . . . . . . . . . . . . . . . . . . 34

ARTICLE NINE
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . 34
Section 9.02. With Consent of Holders . . . . . . . . . . . . . . . . . . 35
Section 9.03. Compliance with the Trust Indenture Act . . . . . . . . . . 36
Section 9.04. Revocation and Effect of Consents . . . . . . . . . . . . . 36
Section 9.05. Notation on or Exchange of Securities . . . . . . . . . . . 36
Section 9.06. Trustee to Sign Amendments, etc . . . . . . . . . . . . . . 36

ARTICLE TEN
SUBORDINATION

Section 10.01. Subordination Terms. . . . . . . . . . . . . . . . . . . . 37

ARTICLE ELEVEN
MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . . 37
Section 11.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.03. Communication by Holders with Other Holders . . . . . . . . 38
Section 11.04. Certificate and Opinion as to Conditions Precedent . . . . 38
Section 11.05. Statements Required in Certificate or Opinion . . . . . . . 39
Section 11.06. When Treasury Securities Disregarded . . . . . . . . . . . 39
Section 11.07. Rules by Trustee and Agents . . . . . . . . . . . . . . . . 39
Section 11.08. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.09. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 40
Section 11.10. No Adverse Interpretation of Other Agreements . . . . . . . 40
Section 11.11. No Recourse Against Others . . . . . . . . . . . . . . . . 40
Section 11.12. Successors . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 11.13. Duplicate Originals . . . . . . . . . . . . . . . . . . . . 40
Section 11.14. Table of Contents, Headings, Etc . . . . . . . . . . . . . 40
Section 11.15. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . 40
Section 11.16. Assignment . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

-iii-

<PAGE> 1
EXHIBIT 4.2

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

OHIO EDISON COMPANY

AND

THE BANK OF NEW YORK,

Trustee

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

FIRST SUPPLEMENTAL
INDENTURE
TO
INDENTURE

Dated as of , 1996
--------

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

% Junior Subordinated Debentures Due 2016
-----

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

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of ________, 1996 (this
"First Supplemental Indenture"), between Ohio Edison Company, an Ohio
corporation (the "Company"), and The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as trustee (the
"Trustee"), under the Indenture dated as of ________, 1996 between the Company
and the Trustee (the "Indenture").

W I T N E S S E T H:

WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of the Company's unsecured
subordinated Securities, to be issued from time to time in one or more series as
might be determined by the Company in accordance with the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Indenture; and

WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its Securities to be known as
its _____% Junior Subordinated Debentures Due 2016 (the "Debentures"), the form
and substance of such Debentures and the terms, provisions and conditions
thereof to be as set forth in the Indenture and this First Supplemental
Indenture; and

WHEREAS, Ohio Edison Financing Trust II, a Delaware statutory business
trust (the "Trust"), has offered to issue $__________ aggregate stated
liquidation amount of its _____% Trust Originated Preferred Securities (the
"Preferred Securities") in exchange for a like aggregate par value of the
Company's 7.75% Class A Preferred Stock, $25 par value per share (the "Class A
Preferred Stock") and has offered to the Company $__________ aggregate stated
liquidation amount of its common securities (the "Common Securities" and,
together with the Preferred Securities, the "Trust Securities"), such Trust
Securities representing undivided beneficial interests in the assets of the
Trust, and proposes to invest the proceeds from such offering and the Class A
Preferred Stock received in the exchange in $___________ aggregate principal
amount of the Debentures; and

WHEREAS, the Company has requested the Trustee to execute and deliver
this First Supplemental Indenture, and all requirements necessary to make this
First Supplemental Indenture a valid instrument, in accordance with its terms,
and to make the Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects.

NOW THEREFORE, in consideration of the purchase and acceptance of the
Debentures by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:
<PAGE> 3
ARTICLE I

DEFINITIONS

Section 1.1. Definition of Terms. Unless the context otherwise
requires, (a) a term defined in the Indenture has the same meaning when used in
this First Supplemental Indenture, (b) a term defined anywhere in this First
Supplemental Indenture has the same meaning throughout and (c) the following
terms have the meanings given to them in the Declaration (including, without
limitation, Annex I thereto):

Class A Preferred Stock
Clearing Agency
Dealer Manager Agreement
Delaware Trustee
No Recognition Opinion
Preferred Securities Guarantee
Preferred Security Certificate
Pro Rata
Property Trustee
Regular Trustee
Special Event
Tax Event
Tax Event Opinion

In addition, the following terms have the following respective
meanings:

"Declaration" means the Amended and Restated Declaration of Trust of
Ohio Edison Financing Trust II, a Delaware business trust, dated as of ________,
1996.

"Dissolution Event" means that, as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Declaration and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities Pro Rata in accordance with
the Declaration.

"Maturity Date" means the date on which the Debentures mature and on
which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Additional Interest, if any.

"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

-2-
<PAGE> 4
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 Debentures.

Section 1.2. Interpretation. Each definition in this First Supplemental
Indenture includes the singular and the plural, and references to the neuter
gender include the masculine and feminine where appropriate. Terms which relate
to accounting matters shall be interpreted in accordance with generally accepted
accounting principles in effect from time to time. References to any statute
mean such statute as amended at the time and include any successor legislation.
The word "or" is not exclusive, and the words "herein," "hereof" and "hereunder"
refer to this First Supplemental Indenture as a whole. References to Articles
and Sections are to the Articles and Sections of this First Supplemental
Indenture. The headings to the Articles and Sections are for convenience of
reference and shall not affect the meaning or interpretation of this First
Supplemental Indenture.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1. Designation and Principal Amount. There is hereby
authorized a series of Securities designated the "_____% Junior Subordinated
Debentures Due 2016." The aggregate principal amount of Debentures which may be
authenticated and delivered under the Indenture is limited to $____________
(except for Debentures authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Debentures pursuant to Sections
2.08, 2.09, 2.11, 3.07 or 9.05 of the Indenture and except for any Debentures
which pursuant to Section 2.04 of the Indenture are deemed not to have been
authenticated and delivered pursuant to the Indenture).

Section 2.2. Maturity. The Maturity Date will be __________, 2016.

Section 2.3. Form and Payment. Except as provided in Section 2.4, the
Debentures shall be issued in fully registered certificated form without
interest coupons. Principal and interest on the Debentures issued in
certificated form will be payable, the transfer of such Debentures will be
registrable and such Debentures will be exchangeable for Debentures bearing
identical terms and provisions at the office or agency of the Trustee in New
York, New York, provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the security register maintained by the Registrar.
Notwithstanding the foregoing, so long as the registered Holder of any
Debentures is the Property Trustee, the payment of the principal of and interest
(including Additional Interest, if any) on such Debentures held by the Property
Trustee will be made at such place and to such account as may be designated by
the Property Trustee.

-3-
<PAGE> 5
Section 2.4. Debenture Form Upon Dissolution Event. In connection with
a Dissolution Event, Debentures in certificated form may be presented to the
Trustee by the Property Trustee and any Preferred Security Certificate which
represents Preferred Securities will be deemed to represent beneficial interests
in Debentures in certificated form presented to the Trustee by the Property
Trustee having an aggregate principal amount equal to the aggregate stated
liquidation amount of such Preferred Securities until such Preferred Security
Certificates are presented to the Registrar for transfer or reissuance, at which
time such Preferred Security Certificates will be canceled and a Debenture,
registered in the name of the holder of such Preferred Security Certificate or
the transferee of the holder of such Preferred Security Certificate, as the case
may be, with an aggregate principal amount equal to the aggregate stated
liquidation amount of the Preferred Security Certificate canceled, will be
executed by the Company and delivered to the Trustee for authentication and
delivery in accordance with the Indenture and this First Supplemental Indenture.
On issue of such Debentures, Debentures in certificated form with an equivalent
aggregate principal amount that were presented by the Property Trustee to the
Trustee will be deemed to have been canceled.

Section 2.5. Interest. (a) Each Debenture will bear interest at the
rate of _____% per annum (the "Coupon Rate") from the original date of issuance
until the principal thereof becomes 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 Coupon Rate, payable (subject to the provisions of Article IV) quarterly
in arrears on March 31, June 30, September 30 and December 31 of each year
(each, an "Interest Payment Date"), commencing on __________, 1996, to the
Person in whose name such Debenture or any predecessor Debenture is registered,
at the close of business on the regular record date (each, a "Regular Record
Date") for such interest installment, which shall be the close of business on
the day 15 calendar days prior to that Interest Payment Date. In addition, each
Debenture will bear interest from _______, 1996 through ____, 1996 at the rate
of 7.75% per annum of the principal amount thereof (the "Pre-Issuance Accrued
Distribution"), payable on ____________, 1996 to to the Person in whose name
such Debenture is registered at the close of business on the Regular Record Date
for such interest installment.

(b) 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 Debentures is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
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 such date. The
amount of interest payable for any period shorter than a full quarterly period
for which interest is computed will be computed on the basis of the actual
number of days elapsed in such a 90-day quarter.

-4-
<PAGE> 6
(c) If at any time while the Property Trustee is the Holder of any
Debentures, the Trust or the Property Trustee is 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, the Company will pay as additional interest ("Additional
Interest") on the Debentures held by the Property Trustee, such additional
amounts as shall be required so that the net amounts received and retained by
the Trust and the Property Trustee after paying such taxes, duties, assessments
or other governmental charges will be equal to the amounts the Trust and the
Property Trustee would have received had no such taxes, duties, assessments or
other governmental charges been imposed.

ARTICLE III

REDEMPTION OF THE DEBENTURES

Section 3.1. Special Event Redemption. If a Tax Event has occurred and
is continuing and:

(a) the Company has received a Redemption Tax Opinion; or

(b) after receiving a Dissolution Tax Opinion, the Regular
Trustees shall have been informed by tax counsel rendering the
Dissolution Tax Opinion that a No Recognition Opinion cannot be
delivered to the Trust,

then, notwithstanding Section 3.2(a) but subject to Section 3.2(b), the Company
shall have the right, upon not less than 30 nor more than 60 days notice to the
registered Holders of the Debentures, to redeem the Debentures, in whole or in
part, for cash within 90 days following the occurrence of such Tax Event (the
"90 Day Period") at a redemption price equal to 100% of the principal amount to
be redeemed plus any accrued and unpaid interest thereon to the date of such
redemption (the "Special Redemption Price"), provided that, if at the time there
is available to the Company the opportunity to eliminate, within the 90 Day
Period, the Tax Event by taking some ministerial action ("Ministerial Action"),
such as filing a form or making an election, or pursuing some other similar
reasonable measure that has no adverse effect on the Company, the Trust or the
holders of the Trust Securities, the Company shall pursue such Ministerial
Action in lieu of redemption; and provided further, that the Company shall have
no right to redeem the Debentures while the Trust is pursing any Ministerial
Action pursuant to its obligations under the Declaration. The Special Redemption
Price shall be paid (or wire transfer instructions in respect thereof shall have
been irrevocably given) prior to 12:00 noon, New York time, on the date of such
redemption or at such earlier time as the Company determines and specifies in
the notice of redemption, provided the Company shall deposit with the Trustee an
amount sufficient to pay the Special Redemption Price by 11:00 a.m. on the date
such Special Redemption Price is to be paid.

Section 3.2. Optional Redemption by Company. (a) Subject to the
provisions of Article Three of the Indenture and to Section 3.2(b), the Company
shall have the right to

-5-
<PAGE> 7
redeem the Debentures, in whole or in part, from time to time, on or after
__________, 20__, at a redemption price equal to 100% of the principal amount to
be redeemed plus any accrued and unpaid interest thereon to the date of such
redemption (the "Optional Redemption Price"). Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days notice to the
registered Holder of the Debentures, at the Optional Redemption Price. If the
Debentures are only partially redeemed pursuant to this Section 3.2, the
Debentures will be redeemed pro rata or by lot or by any other method utilized
by the Trustee. The Optional Redemption Price shall be paid prior to 12:00 noon,
New York time, on the date of such redemption or at such earlier time as the
Company determines and specifies in the notice of redemption, provided the
Company shall deposit with the Trustee an amount sufficient to pay the Optional
Redemption Price by 11:00 a.m. on the date such Optional Redemption Price is to
be paid.

(b) If a partial redemption of the Debentures would result in the
delisting of the Preferred Securities issued by the Trust from any national
securities exchange or other organization on which the Preferred Securities are
then listed, the Company shall not be permitted to effect such partial
redemption and may only redeem the Debentures in whole.

Section 3.3. No Sinking Fund. The Debentures are not entitled to the
benefit of any sinking fund.

ARTICLE IV

EXTENSION OF INTEREST PAYMENT PERIOD

Section 4.1. Extension of Interest Payment Period. Except with respect
to the Pre-Issuance Accrued Distribution, the Company shall have the right, at
any time and from time to time prior to the Maturity Date, to extend the
interest payment period of such Debentures for up to twenty (20) consecutive
quarters (the "Extended Interest Payment Period"). Interest that is in arrears
for more than one quarter (whether due to an extension of the interest payment
period pursuant to this Section 4.1 or otherwise) will accrue interest at the
Coupon Rate and the interest so accrued at the end of each quarter and remaining
unpaid will itself bear interest thereafter at the Coupon Rate (to the extent
permitted by applicable law) until paid on the same basis. At the end of the
Extended Interest Payment Period, the Company shall pay all interest accrued and
unpaid on the Debentures, including any Additional Interest ("Deferred
Interest"), which shall be payable to the Holders of the Debentures in whose
names the Debentures are registered in the security register maintained by the
Registrar on the first Regular Record Date after the end of the Extended
Interest Payment Period. Before the termination of any Extended Interest Payment
Period, the Company may further extend such period, provided that such period
together with all such further extensions thereof shall not exceed twenty (20)
consecutive quarters or extend beyond the Maturity Date. Upon the termination of
any Extended Interest Payment Period and upon the payment of all Deferred
Interest then due, the Company may select a new Extended Interest Payment
Period, subject to the foregoing requirements. No interest shall be due and
payable during an Extended Interest Payment Period, except at the end thereof.

-6-
<PAGE> 8
Section 4.2. Notice of Extension. (a) If the Property Trustee is the
only registered Holder of the Debentures at the time the Company selects an
Extended Interest Payment Period, the Company shall give written notice to both
the Regular Trustees and the Property Trustee of its selection of such Extended
Interest Payment Period one Business Day before the earlier of (i) the next
succeeding date on which Distributions on the Trust Securities are payable, or
(ii) the date the Trust is required to give notice of the record or payment date
for such Distributions to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Preferred Securities, but in
any event at least one Business Day before such record date.

(b) If the Property Trustee is not the only Holder of the Debentures at
the time the Company selects an Extended Interest Payment Period, the Company
shall give the Holders of the Debentures and the Trustee written notice of its
selection of such Extended Interest Payment Period ten (10) Business Days before
the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date
the Company is required to give notice of the record or payment date of such
interest payment to the New York Stock Exchange or other applicable
self-regulatory organization or to Holders of the Debentures.

(c) The quarter in which any notice is given pursuant to paragraphs (a)
or (b) of this Section 4.2 shall be counted as one of the twenty quarters
permitted in the maximum Extended Interest Payment Period permitted under
Section 4.1.

ARTICLE V

EXPENSES

Section 5.1. Payment of Expenses. In connection with the offering, sale
and issuance of the Debentures to the Property Trustee in connection with the
issuance of the Preferred Securities by the Trust in exchange for Class A
Preferred Stock and the sale of the Common Securities by the Trust to the
Company, and in connection with the maintenance of the Trust for so long as the
Trust Securities are outstanding, the Company shall:

(a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, and compensation of the Trustee under the Indenture
in accordance with the provisions of Section 7.07 of the Indenture;

(b) pay all costs and expenses of the Trust (including, but not limited
to, costs and expenses relating to the organization of the Trust, the offering,
sale and issuance of the Trust Securities (including commissions and expenses of
the dealer manager payable pursuant to the Dealer Manager Agreement), the fees
and expenses of the Property Trustee and the Delaware Trustee, the costs and
expenses relating to the operation of the Trust, including without limitation,
costs and expenses of accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and computing or accounting
equipment, paying agent(s), registrar(s), transfer agent(s), any Clearing Agency
for the Debentures, duplicating, travel and telephone and other
telecommunications expenses and costs and

-7-
<PAGE> 9
expenses incurred in connection with the acquisition, financing, and disposition
of Trust assets);

(d) pay any and all taxes, duties, assessments or governmental charges
of whatever nature (other than United States withholding taxes attributable to
the Trust or its assets) imposed on the Trust or its assets and all liabilities,
costs and expenses of the Trust with respect to such taxes, duties, assessments
or governmental charges; and

(e) pay any and all fees and expenses related to the enforcement by the
Property Trustee of the rights of the holders of the Preferred Securities.

ARTICLE VI

SUBORDINATION

Section 6.1. Agreement to Subordinate. The Company covenants and
agrees, and each holder of Debentures issued hereunder by such holder's
acceptance thereof likewise covenants and agrees, that all Debentures shall be
issued subject to the provisions of this Article VI; and each holder of a
Debenture, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

The payment by the Company of the principal of, premium, if any, and
interest on all Debentures issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and subject in right of payment to
the prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this First Supplemental Indenture or thereafter incurred.

This Article shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, 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 they and/or
each of them may enforce such provisions.

No provision of this Article VI shall prevent the occurrence of any
default or Event of Default with respect to the Debentures.

Section 6.2. Default on Senior Indebtedness. In the event and during
the continuation of any default by the Company in the payment of principal,
premium, interest or any other amount due on any Senior Indebtedness, 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 to
the Holders of the Debentures with respect to the principal (including
redemption and sinking fund payments) of, or premium, if any, or interest on, or
any other amount owing in respect of, the Debentures.

-8-
<PAGE> 10
In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder of the Debentures when such payment is
prohibited by the preceding paragraph of this Section 6.2, 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 6.3. 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
or distribution is made by the Company to the Holders of the Debentures on
account of the principal of, premium, if any, or interest on, or any other
amount owing in respect of, the Debentures; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Debentures or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article VI, 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 Debentures 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 such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such 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 such Senior Indebtedness, before any payment or distribution is made
to the Holders of Debentures 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 Debentures 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 for the benefit of
and shall be paid over or delivered to the holders of such Senior Indebtedness
or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing such 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 such Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any

-9-
<PAGE> 11
concurrent payment or distribution to or for the benefit of the holders
of such Senior Indebtedness.

For purposes of this Article VI, 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 VI with respect
to the Debentures to the payment of all Senior Indebtedness that may at the time
be outstanding, provided that (i) such 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 such 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 Five of the Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 6.3 if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Five of the Indenture.
Nothing in Section 6.2 or in this Section 6.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07 of the Indenture.

Section 6.4. Subrogation. Subject to the payment in full of all Senior
Indebtedness, the rights of the Holders of the Debentures shall be subrogated to
the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until the principal of, premium, if any, and interest on,
and all other amounts owing in respect of, the Debentures shall be paid in full;
and, for the purposes of such subrogation, no payments or distributions to the
holders of such Senior Indebtedness of any cash, property or securities to which
the Holders of the Debentures or the Trustee would be entitled except for the
provisions of this Article VI, and no payment over pursuant to the provisions of
this Article VI, to or for the benefit of the holders of such Senior
Indebtedness by Holders of the Debentures or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Debentures be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article VI are and are intended solely for the purposes of defining the
relative rights of the Holders of the Debentures, on the one hand, and the
holders of Senior Indebtedness on the other hand.

Nothing contained in this Article VI or elsewhere in this First
Supplemental Indenture or the Indenture or in the Debentures is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Debentures, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders of the
Debentures the principal of (and premium, if any) and interest on and all other
amounts owing in respect of the Debentures 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 Debentures and creditors of the
Company, other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or the Holder of

-10-
<PAGE> 12
any Debenture from exercising all remedies otherwise permitted by applicable law
upon default under the Indenture, as amended and supplemented by this First
Supplemental Indenture, subject to the rights, if any, under this Article VI of
the holders of such 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 VI, the Trustee, subject to the provisions of Section 7.01 of
the Indenture, and the Holders of the Debentures, 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 Debentures, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of 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 VI.

Section 6.5. Trustee to Effectuate Subordination. Each Holder of a
Debenture by such holder's 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 VI and appoints the
Trustee such holder's attorney-in-fact for any and all such purposes.

Section 6.6. Notice by the Company. The Company shall give prompt
written notice to a Trust Officer 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 Debentures pursuant to the provisions of this Article VI. Notwithstanding
the provisions of this Article VI or any other provision of the Indenture and
this First Supplemental 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 Debentures pursuant to
the provisions of this Article VI unless and until a Trust Officer shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any representative or trustee therefor; and before
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 7.01 of the Indenture, 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 6.6 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 Debenture) 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 7.01 of the
Indenture, 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
representative or trustee on behalf of such holder) to

-11-
<PAGE> 13
establish that such notice has been given by a holder of such Senior
Indebtedness or a representative or 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 such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article VI, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such 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 VI, 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 6.7. 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 VI in 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 VI, and no implied covenants or
obligations with respect to the holders of such Senior Indebtedness shall be
read into the Indenture or this First Supplemental 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 7.01 of
the Indenture, the Trustee shall not be liable to any holder of Senior
Indebtedness if it shall pay over or deliver to Holders of Debentures, the
Company or any other Person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article VI or otherwise.

Section 6.8. 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 the Indenture or this First Supplemental
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
Debentures, without incurring responsibility to the Holders of the Debentures
and without impairing or releasing the subordination provided in this Article VI
or the obligations hereunder of the Holders of the Debentures to the holders of
such Senior Indebtedness, do any one or more the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged,

-12-
<PAGE> 14
mortgaged or otherwise securing such senior Indebtedness; (iii) release any
Person liable in any manner for the collection of such Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.

ARTICLE VII

COVENANT TO LIST ON EXCHANGE

Section 7.1. Listing on Exchange. If the Debentures are to be issued as
a global Security in connection with the distribution of the Debentures to the
holders of the Preferred Securities upon a Dissolution Event, the Company will
use its best efforts to list such Debentures on the New York Stock Exchange or
on such other exchange as the Preferred Securities are then listed.

ARTICLE VIII

FORM OF DEBENTURE

Section 8.1. Form of Debenture. The Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the following forms:

(FORM OF FACE OF DEBENTURE)

[IF THE DEBENTURE IS TO BE A GLOBAL SECURITY, INSERT: This Debenture is
a global Debenture within the meaning of the Indenture hereinafter referred to
and is registered in the name of a depositary or a nominee of a depositary.
Unless and until it is exchanged in whole or in part for Debentures in
definitive form, this Debenture may not be transferred except as a whole by the
depositary to a nominee of the depositary or by a nominee of the depositary to
the depositary or another nominee of the depositary or by the depositary or any
such nominee to a successor depositary or a nominee of such successor
depositary.

Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
Debenture 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 hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede Co., has an interest herein.]

<TABLE>
<S> <C>
No. $

CUSIP No.
</TABLE>

-13-
<PAGE> 15
Ohio Edison Company

_____% JUNIOR SUBORDINATED DEBENTURE DUE 2016

Ohio Edison Company, an Ohio corporation (the "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 __________, 2016, and
to pay interest on said principal sum from ________, 1996, 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 _________, 1996, at the rate of _____% per
annum until the principal hereof shall have become due and payable, and on any
overdue principal and premium, if any, 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. In addition, this Debenture
will bear interest from _______, 1996 through ____, 1996 at the rate of 7.75%
per annum of the principal amount thereof, payable on ____________, 1996 to the
Person in whose name this Debenture is registered at the close of business on
the Regular Record Date for such interest installment. The amount of interest
payable on any Interest Payment Date shall 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 this Debenture is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of 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 such date. 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 Debenture (or one or more Predecessor Securities, as defined in said
Indenture) is registered at the close of business on the Regular Record Date for
such interest installment, which shall be 15 calendar days prior to the relevant
Interest Payment Date. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holders on
such Regular Record Date, and may be paid to the Person in whose name this
Debenture (or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Company for the payment of
such defaulted interest, notice whereof shall be given to the registered Holders
of the Debentures not less than fifteen (15) days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debentures may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. The principal of (and premium, if any) and the
interest on this Debenture shall be payable at the office or agency of the
Trustee maintained for that purpose in New York, New York, in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered Holder

-14-
<PAGE> 16
at such address as shall appear in the security register maintained by the
Registrar. Notwithstanding the foregoing, so long as the Holder of this
Debenture is the Property Trustee, the payment of the principal of (and premium,
if any) and interest on this Debenture will be made at such place and to such
account as may by designated by the Property Trustee.

The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Debenture, 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 acknowledge or 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, hereby
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.

This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

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

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

OHIO EDISON COMPANY

By
------------------------------
[Title]

Attest:

By
---------------------------------
Name:
Title:

(FORM OF CERTIFICATE OF AUTHENTICATION)

Date:

CERTIFICATE OF AUTHENTICATION

-15-
<PAGE> 17
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

THE BANK OF NEW YORK

as Trustee

By
---------------------------------
Authorized Signatory

(FORM OF REVERSE OF DEBENTURE)

This Debenture is one of a duly authorized series of Securities of the
Company designated its " % Junior Subordinated Debentures Due 2016" (herein
sometimes referred to as the "Debentures"), issued under and pursuant to an
Indenture dated as of , 1996, duly executed and delivered between the
Company and The Bank of New York, not in its individual capacity but solely as
trustee (the "Trustee"), as supplemented by a First Supplemental Indenture dated
as of , 1996, between the Company and the Trustee (such Indenture as so
supplemented, the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Debentures. The terms of the
Debentures include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect on the
date of the Indenture (the "TIA"). This Debenture is subject to all such terms
and the Holder of this Debenture is referred to the Indenture and the TIA for a
statement of those terms.

The Debentures are general unsecured obligations of the Company and are
limited (except as otherwise provided in the Indenture) to $ in
aggregate principal amount.

Upon the occurrence and continuation of a Tax Event, in certain
circumstances this Debenture may be redeemed by the Company at a redemption
price equal to 100% of the principal amount hereof, plus any accrued but unpaid
interest thereon to the date of such redemption (the "Special Redemption
Price"). The Special Redemption Price shall be paid prior to 12:00 noon, New
York time, on the date of such redemption or at such earlier time as the Company
determines. The Company shall also have the right to redeem this Debenture at
the option of the Company, without premium or penalty, in whole or in part at
any time on or after , 20 (an "Optional Redemption"), at a
redemption price equal to 100% of the principal amount hereof, plus any accrued
but unpaid interest thereon to the date of such redemption (the "Optional
Redemption Price"). Any optional redemption pursuant to this paragraph will be
made upon not less than 30 nor more than 60 days notice, at the Optional
Redemption Price. If the Debentures are only partially redeemed by the

-16-
<PAGE> 18
Company pursuant to an Optional Redemption, the Debentures will be redeemed pro
rata or by lot or by any other method utilized by the Trustee.

In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of a majority in aggregate principal
amount of the Securities of each series affected at the time outstanding, as
defined in the Indenture, to amend or supplement the Indenture or the Securities
of any series (including the Debentures) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the Holders of the
Securities (including the Debentures); provided, however, that no such amendment
or supplement shall (i) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or extend the
time for payment of interest thereon, without the consent of the Holder of each
Security of such series so affected or (ii) reduce the aforesaid percentage in
aggregate principal amount of Securities, the Holders of which are required to
consent to any such amendment or supplement, without the consent of the Holders
of each Security then outstanding and affected thereby. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding affected thereby,
on behalf of all of the Holders of the Securities of such series, to waive any
past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect to such series,
and its consequences, except a default in the payment of the principal of or
interest, if any, on any of the Securities of such series. Any such consent or
waiver by the registered Holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

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

The Company shall have the right at any time during the term of the
Debentures, and from time to time, to extend the interest payment period of the
Debentures for up to twenty

-17-
<PAGE> 19
(20) consecutive quarters (an "Extended Interest Payment Period"), at the end of
which 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 Debentures to the extent that payment of such interest is
permitted by applicable law). Before the termination of any such Extended
Interest Payment Period, the Company may further extend such Extended Interest
Payment Period, provided that such Extended Interest Payment Period together
with all such further extensions thereof shall not exceed twenty (20)
consecutive quarters or extend beyond the maturity of the Debentures. At the
termination of any such Extended Interest Payment Period and upon the payment of
all accrued and unpaid interest and any additional amounts then due, the Company
may select a new Extended Interest Payment Period, subject to the foregoing
requirements.

As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered Holder hereof on the
security register of the Company maintained by the Registrar, upon surrender of
this Debenture for registration of transfer at the office or agency of the
Trustee in New York, New York accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company or the Trustee duly executed by
the registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Debentures of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any Paying Agent and the Registrar may deem
and treat the registered Holder hereof as the absolute owner hereof (whether or
not this Debenture shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the Registrar) for the purpose of
receiving payment of principal of and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any Paying Agent nor the
Registrar shall be affected by any notice to the contrary.

No past, present or future director, officer, employee or stockholder,
as such, of the Company or the Trustee or any successor of either thereof shall
have any liability for any obligations of the Company or the Trustee under the
Debentures or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.

The Debentures of this series 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,
Debentures so issued are exchangeable for a like aggregate principal amount of
Debentures of a different authorized denomination, as requested by the Holder
surrendering the same.

-18-
<PAGE> 20
This Debenture shall be governed by the internal laws of the State of
New York.

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

ARTICLE IX

ORIGINAL ISSUE OF DEBENTURES

Section 9.1. Original Issue of Debentures. Debentures in the aggregate
principal amount of $___________ may, upon execution of this First Supplemental
Indenture, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Debentures to or upon the written order of the Company, signed by its Chairman,
its President, or any Vice President and its Treasurer, an Assistant Treasurer,
or Secretary without any further action by the Company.

ARTICLE X

CERTAIN COVENANTS

The following covenants shall apply to the Debentures (but not with
respect to any other series of Securities), and are in addition to the covenants
set forth in Article Four of the Indenture.

Section 10.1. Limitation on Dividends and Other Payments. If (i) there
shall have occurred any event that constitutes an Event of Default or (ii) the
Company shall be in default with respect to its payment of any obligations under
the Preferred Securities Guarantee, then (a) the Company shall not declare or
pay any dividend on, make any distributions with respect to, or redeem, purchase
or make a liquidation payment with respect to, any of its capital stock, (b) the
Company shall not make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities issued by the Company which
rank pari passu with or junior to the Debentures, and (c) the Company shall not
make any guarantee payments with respect to the foregoing (other than pursuant
to the Preferred Securities Guarantee).

If the Company shall have given notice of its election to defer
payments of interest on the Debentures by extending the interest payment period
as provided in Article IV and such period, or any extension thereof, shall be
continuing, then (i) the Company shall not declare or pay any dividend or, make
any distributions with respect to, or redeem, purchase or make a liquidation
payment with respect to, any of its capital stock, (ii) the Company shall not
make any payment of interest, principal, premium, if any, on or repay,
repurchase or redeem any debt securities issued by the Company which rank pari
passu with or junior to

-19-
<PAGE> 21
the Debentures, and (iii) the Company shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the Preferred Securities
Guarantee).

Notwithstanding the foregoing restrictions, nothing in this Section
10.1 shall prevent the Company, in any event, from paying any stock dividend
where the dividend stock is the same as that on which the dividend is paid.

Section 10.2. Covenants as to the Trust. For so long as the Trust
Securities remain outstanding, the Company will (i) maintain 100% direct or
indirect ownership of the Common Securities; provided, however, that any
permitted successor of the Company under the Indenture may succeed to the
Company's ownership of the Common Securities, (ii) not cause, as sponsor of the
Trust, or permit, as the holder of the Common Securities of the Trust, the
termination, dissolution or winding-up of the Trust, except in connection with a
distribution of the Debentures as provided in the Declaration and in connection
with certain mergers, consolidations or amalgamations as permitted by the
Declaration, (iii) use its reasonable efforts to cause the Trust (a) to remain a
statutory business trust, except in connection with a distribution of Debentures
to the holders of the Preferred Securities in liquidation of the Trust, or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration, and (b) to otherwise continue to be treated as a grantor trust for
United States federal income tax purposes and (iv) use its reasonable efforts to
cause each holder of Trust Securities to be treated as owning an individual
beneficial interest in the Debentures.

ARTICLE XI

CERTAIN EVENTS OF DEFAULT

Section 11.1. Additional Events of Default. An Event of Default with
respect to the Debentures shall include those events described in Section 6.01
of the Indenture and, with respect to the Debentures only, the occurrence of any
of the following events: the voluntary or involuntary dissolution, winding up or
termination of the Trust, except in connection with (i) the distribution of
Debentures to holders of Preferred Securities in liquidation or redemption of
their interests in the Trust, (ii) the redemption of all of the outstanding
Preferred Securities, or (iii) certain mergers, consolidations or amalgamations,
each as permitted by the provisions of the Declaration.

Section 11.2. Waiver of Existing Defaults. Notwithstanding Section 6.04
of the Indenture, the Holders of a majority in aggregate principal amount of the
Debentures may not waive an a Default or an existing Event of Default (i) in the
payment of the principal of or accrued interest on the Debentures, unless the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest (with interest on overdue interest at the rate
specified in Section 2.5(a)) upon all of the Debentures and the principal of the
Debentures that shall have become due otherwise than by acceleration or (ii)
that arise

-20-
<PAGE> 22
out of a breach by the Company of Section 10.1. Section 6.02 of the
Indenture shall, in all other respects and as modified by this Section 11.2,
apply to the Debentures.

Section 11.3. Additional Interest Included. For purposes of Sections
6.01(1), 6.01(2) and 6.03 of the Indenture, references to "interest" shall be
deemed to include Additional Interest, if any, payable.

ARTICLE XII

MISCELLANEOUS

Section 12.1. Supplemental Indenture Incorporated Into Indenture. This
First Supplemental Indenture is executed by the Company and the Trustee pursuant
to the provisions of Sections 2.01 and 2.02 of the Indenture, and the terms and
conditions hereof shall be deemed to be part of the Indenture for all purposes
relating to the Debentures. The provisions of the Indenture, as modified by this
First Supplemental Indenture, are effective with respect to the Debentures, and
are not effective with respect to any series of Securities to be issued pursuant
to any subsequent supplemental indenture or resolution of the Board of
Directors. The Indenture, as supplemented by this First Supplemental Indenture,
is in all respects adopted, ratified and confirmed.

Section 12.2. Trustee Not Responsible for Recitals; Disclaimer. The
recitals herein contained are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this First
Supplemental Indenture.

Section 12.3. Governing Law. This First Supplemental Indenture and each
Debenture shall be deemed to be a contract made under the internal laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State.

Section 12.4. Separability. In case any one or more of the provisions
contained in this First Supplemental Indenture or in the Debentures shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this First Supplemental Indenture or of the Debentures, but this First
Supplemental Indenture and the Debentures shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein or
therein.

Section 12.5. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

Section 12.6. Acknowledgment of Rights of Holders of Preferred
Securities. The Company hereby acknowledges the right of each holder of
Preferred Securities, upon and

-21-
<PAGE> 23
during the continuance of an Event of Default under the Declaration that results
from the failure of the Company to pay principal of or interest on the
Debentures when due, to directly institute proceedings against the Company to
obtain payment to such holder of an amount equal to the principal or interest so
defaulted on with respect to Debentures in a principal amount equal to the
aggregate liquidation amount of the Preferred Securities owned by such holder.

-22-
<PAGE> 24
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, as of the day and year first above written.

OHIO EDISON COMPANY

By
-----------------------
Name:
Title:

Attest:
---------------------
Title:

THE BANK OF NEW YORK,

as Trustee

By
-----------------------
Name:
Title:

Attest:
---------------------
Title:

-23-
<PAGE> 25
STATE OF )
COUNTY OF ) ss:

On the day of , 1996 before me personally came , to
me known, who, being by me duly sworn, did depose and say that he is of
Ohio Edison Company, one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

NOTARY PUBLIC

[seal] Commission expires

STATE OF )
COUNTY OF ) ss:

On the day of , 1996 before me personally came , to
me known, who, being by me duly sworn, did depose and say that he is of
THE BANK OF NEW YORK, one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

NOTARY PUBLIC

[seal] Commission expires

-24-
<PAGE> 26
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I
DEFINITIONS

Section 1.1. Definition of Terms. . . . . . . . . . . . . . . . . . . . 2
Section 1.2. Interpretation. . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1. Designation and Principal Amount. . . . . . . . . . . . . . 3
Section 2.2. Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.3. Form and Payment. . . . . . . . . . . . . . . . . . . . . . 3
Section 2.4. Global Debenture. . . . . . . . . . . . . . . . . . . . . . 3
Section 2.5. Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III
REDEMPTION OF THE DEBENTURES

Section 3.1. Special Event Redemption. . . . . . . . . . . . . . . . . . 5
Section 3.2. Optional Redemption by Company. . . . . . . . . . . . . . . 6
Section 3.3. No Sinking Fund. . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD

Section 4.1. Extension of Interest Payment Period. . . . . . . . . . . . 6
Section 4.2. Notice of Extension. . . . . . . . . . . . . . . . . . . . 7

ARTICLE V
EXPENSES

Section 5.1. Payment of Expenses. . . . . . . . . . . . . . . . . . . . 8

ARTICLE VI
SUBORDINATION

Section 6.1. Agreement to Subordinate. . . . . . . . . . . . . . . . . . 8
Section 6.2. Default on Senior Indebtedness. . . . . . . . . . . . . . . 8
Section 6.3. Liquidation; Dissolution; Bankruptcy. . . . . . . . . . . . 8
</TABLE>

-i-
<PAGE> 27
<TABLE>
<CAPTION>
<S> <C> <C>
Page
Section 6.4. Subrogation. . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.5. Trustee to Effectuate Subordination. . . . . . . . . . . . 11
Section 6.6. Notice by the Company. . . . . . . . . . . . . . . . . . . 11
Section 6.7. Rights of the Trustee; Holders of Senior Indebtedness. . . 12
Section 6.8. Subordination May Not Be Impaired. . . . . . . . . . . . . 13

ARTICLE VII
COVENANT TO LIST ON EXCHANGE

Section 7.1. Listing on Exchange. . . . . . . . . . . . . . . . . . . . 13

ARTICLE VIII
FORM OF DEBENTURE

Section 8.1. Form of Debenture. . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IX
ORIGINAL ISSUE OF DEBENTURES

Section 9.1. Original Issue of Debentures. . . . . . . . . . . . . . . . 19

ARTICLE X
CERTAIN COVENANTS

Section 10.1. Limitation on Dividends and Other Payments. . . . . . . . . 20
Section 10.2. Covenants as to the Trust . . . . . . . . . . . . . . . . . 20

ARTICLE XI
CERTAIN EVENTS OF DEFAULT

Section 11.1. Additional Events of Default. . . . . . . . . . . . . . . . 21
Section 11.2. Waiver of Existing Defaults. . . . . . . . . . . . . . . . 21

ARTICLE XII
MISCELLANEOUS

Section 12.1. Supplemental Indenture Incorporated Into Indenture. . . . . 21
Section 12.2. Trustee Not Responsible for Recitals; Disclaimer. . . . . . 22
Section 12.3. Governing Law. . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.4. Separability. . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.5. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.6. Acknowledgment of Rights of Holders of Preferred
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

-ii-

<PAGE> 1
EXHIBIT 4.3

EXECUTION COPY

DECLARATION OF TRUST

DECLARATION OF TRUST, dated as of March 1, 1996, between Ohio
Edison Company, an Ohio corporation, as Sponsor, and The Bank of New York, a
New York banking corporation, and The Bank of New York (Delaware), a Delaware
banking corporation, as Trustees. The Sponsor and the Trustees hereby agree as
follows:

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

2. The Sponsor 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 Sponsor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Sponsor. It is the intention of the parties
hereto that the Trust created hereby constitute 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 constitute 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. The Trust is hereby established by the Sponsor and
the Trustees for the purposes of (i) issuing preferred securities representing
undivided beneficial interests in the assets of the Trust in exchange for
outstanding shares of the Sponsor's 7.75% Class A Preferred Stock and
delivering such shares to the Sponsor in consideration for the deposit by the
Sponsor as trust assets of subordinated debentures of the Sponsor, (ii) issuing
and selling common securities representing undivided beneficial interests in
the assets of the Trust to the Sponsor in exchange for cash and investing the
proceeds thereof in additional subordinated debentures of the Sponsor to be
held as assets of the Trust and (iii) engaging in such other activities as are
necessary, convenient or incidental thereto.

3. The Sponsor and the Trustees will enter into an amended
and restated Declaration of Trust, satisfactory to each such party and
substantially in the form to be included as Exhibit 4.5 to the Registration
Statement referred to below, to
<PAGE> 2
provide for the contemplated operation of the Trust created hereby and the
issuance of the preferred securities (the "Preferred Securities") and common
securities referred to therein and herein. Prior to the execution and delivery
of such amended and restated Declaration of Trust, the Trustees shall not have
any duty or obligation hereunder or with respect to 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 Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to prepare and file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-4 (the
"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, (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 and (c) an Issuer Tender
Offer Statement on Schedule 13E-4 and any other tender offer statement required
to be filed by the Trust with the Commission (including, if necessary, Schedule
14D-1) relating to the exchange offer (the "Offer") described in the
Registration Statement (collectively, the "Tender Offer Schedules") and any
amendment or supplement thereto; (ii) to prepare and 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 prepare and file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorneys 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
Sponsor, on behalf of the Trust, may deem necessary or desirable and (iv) to
negotiate the terms of and execute on behalf of the Trust that certain Dealer
Manager Agreement among the Trust, the Sponsor and Merrill Lynch, Pierce,
Fenner & Smith Incorporated relating to the Offer, substantially in the form
to be included as Exhibit 1 to the 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, the
Sponsor is hereby authorized and directed to join

-2-
<PAGE> 3
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 Trustees of the Trust 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 Sponsor 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 attorney-in-fact and agent, with full power of substitution
and resubstitution, for the Sponsor or such Trustee or in the Sponsor'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 Registration Statement,
the 1934 Act Registration Statement and the Tender Offer Schedules and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
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 Sponsor or such Trustee might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or their substitute or substitutes, shall do or cause to be done by
virtue hereof.

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

6. The number of Trustees initially shall be two (2) 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 Sponsor which may increase
or decrease the number of Trustees; provided 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 Sponsor is entitled to appoint or remove without cause any
Trustee at any time. The Trustees may resign upon thirty days prior notice to
the Sponsor.

7. The Trust shall terminate before the issuance of any
Preferred Securities at the election of the Sponsor.

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

OHIO EDISON COMPANY,
as Sponsor

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

THE BANK OF NEW YORK,
as Trustee

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

THE BANK OF NEW YORK (Delaware),
as Trustee

By: /s/ Donald C. Wrobel
-----------------------------
Name: Donald C. Wrobel
Title: Executive Vice
President

-4-

<PAGE> 1
EXHIBIT 4.4

CERTIFICATE OF TRUST

OHIO EDISON FINANCING TRUST II

This Certificate of Trust of Ohio Edison Financing Trust II
(the "Trust"), dated March 1, 1996, 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 II.

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), a Delaware banking corporation,
400 White Clay Center, Newark, Delaware 19711.

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

4. Counterparts. This Certificate of Trust may be executed
in more than one counterpart with the same effect as if all signatories had
signed the same document, and all counterparts shall be construed together and
shall constitute one Certificate of Trust.

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

THE BANK OF NEW YORK,
as trustee

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

THE BANK OF NEW YORK (Delaware),
as trustee

By: /s/ Donald C. Wrobel
-----------------------------
Name: Donald C. Wrobel
Title:

<PAGE> 1
EXHIBIT 4.5

AMENDED AND RESTATED DECLARATION OF TRUST

OHIO EDISON FINANCING TRUST II

Dated as of ___________, 1996
<PAGE> 2

AMENDED AND RESTATED
DECLARATION OF TRUST
OF
OHIO EDISON FINANCING TRUST II

__________, 1996

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration"), dated and
effective as of ___________, 1996, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to this
Declaration.

W I T N E S S E T H:

WHEREAS, the Trustees and the Sponsor established Ohio Edison Financing
Trust II (the "Trust"), as a business trust under the Business Trust Act (as
defined herein) pursuant to a Declaration of Trust dated as of ___________, 1996
(the "Original Declaration") and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on ___________, 1996, for the sole purposes of
(i) issuing Preferred Securities (as hereinafter defined) representing undivided
beneficial interests in the assets of the Trust in exchange for shares ("Class A
Shares") of Class A Preferred Stock (as hereinafter defined) of the Sponsor
pursuant to the Offer (as hereinafter defined) and delivering such Class A
Shares to the Sponsor in consideration for the deposit by the Sponsor as trust
assets of Subordinated Debentures (as hereinafter defined) of the Subordinated
Debenture Issuer (as hereinafter defined) issued under the Indenture (as
hereinafter defined), (ii) issuing and selling Common Securities (as hereinafter
defined) representing undivided beneficial interests in the assets of the Trust
to the Sponsor in exchange for cash and investing the proceeds thereof in
additional Subordinated Debentures of the Sponsor issued under the Indenture to
be held as assets of the Trust and (iii) engaging in such other activities as
are necessary, convenient or incidental thereto;

WHEREAS, as of the date hereof, no interests in the Trust have been
issued; and

WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration.
<PAGE> 3
NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

ARTICLE I
INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions.

Unless the context otherwise requires:

(a) capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this
Section 1.1;

(b) a term defined anywhere in this Declaration has the same meaning
throughout;

(c) all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;

(d) all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and
Exhibits to this Declaration unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires; and

(f) a reference in this Declaration to the singular includes the plural
and vice versa.

"Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

"Authorized Officer" of a Person means any Person that is authorized to
bind such Person.

"Book Entry Interest" means a beneficial interest in a Certificate
registered in the name of a Clearing Agency or its nominee, ownership and
transfers of which shall be maintained and

-2-
<PAGE> 4
made through book entries by a Clearing Agency as described in Section 9.4.

"Business Day" means any day other than a Saturday, a Sunday or any
other day on which banking institutions in New York, New York are authorized or
required by law to close.

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

"Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

"Class A Preferred Stock" means the 7.75% Class A Preferred Stock, par
value $25 per share, of the Sponsor.

"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Certificate for which it shall undertake
to effect book entry transfers and pledges of the Book Entry Interests in the
Preferred Securities represented by such Certificate.

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

"Closing Date" means ___________, 1996.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

"Commission" means the Securities and Exchange Commission.

"Common Securities Guarantee" means the guarantee agreement, dated as
of ___________, 1996, of the Sponsor in respect of the Common Securities.

"Common Security" has the meaning specified in Section 7.1.

"Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

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

-3-
<PAGE> 5
"Dealer Manager Agreement" means the dealer manager agreement entered
into among the Sponsor, the Trust and Merrill Lynch, Pierce, Fenner & Smith
Incorporated with respect to, among other things, the Offer and the Preferred
Securities, in the form of Exhibit C hereto.

"Delaware Trustee" has the meaning set forth in Section 5.2.

"Direction" by a Person means a written direction signed:

(a) if the Person is a natural Person, by that Person; or

(b) in any other case, in the name of such Person by one or more
Authorized Officers of that Person.

"Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

"DTC" means the Depository Trust Company, as Clearing Agency.

"Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Subordinated Debentures.

"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

"Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.

"Indemnified Person" means (a) any Trustee; (b) any Affiliate of any
Trustee; (c) any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee; or (d) any employee or
agent of the Trust or its Affiliates.

"Indenture" means the Indenture dated as of ___________, 1996, as
amended and supplemented by a First Supplemental Indenture, dated as of
___________, 1996, among the Subordinated Debenture Issuer and the Subordinated
Debenture Trustee, and any further indenture supplemental thereto relating to
the Subordinated Debentures.

"Investment Company" means an investment company (as defined in the
Investment Company Act) that is required to register as such under the
Investment Company Act.

-4-
<PAGE> 6
"Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

"Investment Company Event" has the meaning set forth in Annex I hereto.

"Legal Action" has the meaning set forth in Section 3.6(g).

"Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Preferred Securities as set forth in Annex I and by
the Trust Indenture Act, Holder(s) of outstanding Securities voting together as
a single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of more than 50% of the aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of
the relevant class.

"Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.

"Offer" means the offer by the Trust to exchange Preferred Securities
of the Trust for outstanding Class A Shares of the Sponsor in consideration for
the deposit by the Sponsor as trust assets of Subordinated Debentures issued
under the Indenture, all as described in the Prospectus.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

(a) a statement that each officer signing the Certifi- cate 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 in rendering the Certificate;

(c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, 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

-5-
<PAGE> 7
(d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 9.10 and shall initially be The Bank of New York.

"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association or government or any agency
or political subdivision thereof, or any other entity of whatever nature.

"Preferred Securities Guarantee" means the guarantee agreement, dated
as of ___________, 1996, of the Sponsor in respect of the Preferred Securities.

"Preferred Security" has the meaning specified in Section 7.1.

"Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

"Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

"Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

"Property Trustee Account" has the meaning set forth in Section 3.8(c).

"Prospectus" means the Prospectus dated __________, 1996 relating to
the Offer.

"Quorum" means a majority of the Regular Trustees or, if there are only
two Regular Trustees, both of them.

"Regular Trustee" means any Trustee other than the Property Trustee and
the Delaware Trustee.

"Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

-6-
<PAGE> 8
"Responsible Officer" means, with respect to the Property 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 in the corporate trust department
of the Property 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 that officer's knowledge of and familiarity with the
particular subject.

"Rule 3a-7" means Rule 3a-7 under the Investment Company Act.

"Securities" means the Common Securities and the Preferred
Securities.

"Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

"Securities Guarantees" means the Preferred Securities Guarantee and
the Common Securities Guarantee.

"Special Event" has the meaning set forth in Annex I hereto.

"Sponsor" means Ohio Edison Company, an Ohio corporation, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as
sponsor of the Trust.

"Subordinated Debenture Issuer" means the Sponsor in its capacity as
issuer of the Subordinated Debentures.

"Subordinated Debenture Trustee" means The Bank of New York, as trustee
under the Indenture until a successor is appointed thereunder, and thereafter
means such successor trustee.

"Subordinated Debentures" means the ___% Junior Subordinated
Debentures, Due 2016 to be issued by the Subordinated Debenture Issuer under the
Indenture and held by the Property Trustee. A specimen certificate representing
a Subordinated Debenture is attached hereto as Exhibit B. The Subordinated
Debentures will be subordinate and junior in right of payment to certain other
indebtedness of the Subordinated Debenture Issuer as set forth in the Indenture.

"Super Majority" has the meaning set forth in Section 2.6(a)(ii).

"Tax Event" has the meaning set forth in Annex I hereto.

-7-
<PAGE> 9
"10% in liquidation amount of the Securities" means, except as provided
in the terms of the Preferred Securities or by the Trust Indenture Act, Holders
of outstanding Securities voting together as a single class or, as the context
may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, representing 10% of
the aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accrued and unpaid Distributions
to the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

"Transfer Agent and Registrar" has the meaning specified in Section
3.6(l).

"Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

"Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
to the date hereof.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application.

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

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

(c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

(d) The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as

-8-
<PAGE> 10
equity securities representing undivided beneficial interests in the assets of
the Trust.

SECTION 2.2 Lists of Holders of Securities.

(a) The Property Trustee shall preserve, in as current a form as is
reasonably practicable, all information contained in Lists of Holders given to
it or which it receives in the capacity of Paying Agent (if acting in such
capacity). If the Property Trustee is not the Registrar or a Paying Agent,
each of the Sponsor and the Regular Trustees on behalf of the Trust shall
provide the Property Trustee (i) within 1 day after each February 15 and August
15 of each year, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders of the Securities as of said
February 15 or August 15, as the case may be ("List of Holders") as of such
record date, provided that neither the Sponsor nor the Regular Trustees on
behalf of the Trust shall 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 Property Trustee by the Sponsor and the Regular Trustees on behalf
of the Trust, and (ii) at any other time, within 30 days of receipt by the
Trust of a written request therefor, a List of Holders as of a date no more
than 14 days before such List of Holders is given to the Property Trustee. The
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

(b) The Property Trustee shall comply with its obligations under
sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3 Reports by the Property Trustee.

Within 60 days after July 31 of each year or at such other time as
required under section 313(b) of the Trust Indenture Act, the Property Trustee
shall provide to the Holders of the Preferred Securities such reports as are
required by section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of section 313(d) of the
Trust Indenture Act.

SECTION 2.4 Periodic Reports to Property Trustee.

Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Property 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.

-9-
<PAGE> 11
SECTION 2.5 Evidence of Compliance with Conditions Precedent.

Each of the Sponsor and the Regular 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 Declaration 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 2.6 Events of Default; Waiver.

(a) 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 in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

(i) is not waivable under the Indenture, the Event of Default under
the Declaration shall also not be waivable; or

(ii) requires the consent or vote of greater than a majority in
principal amount of the holders of the Subordinated Debentures (a "Super
Majority") to be waived under the Indenture, the Event of Default under the
Declaration may only be waived by the vote of the Holders of at least the
proportion in liquidation amount of the Preferred Securities outstanding
that the relevant Super Majority represents of the aggregate principal
amount of the Subordinated Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of section
316(a)(1)(B) of the Trust Indenture Act and such section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

(b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders

-10-
<PAGE> 12
of all of the Common Securities, waive any past Event of Default with respect
to the Common Securities and its consequences, provided that, if the underlying
Event of Default under the Indenture:

(i) is not waivable under the Indenture, except where the Holders of
the Common Securities are deemed to have waived such Event of Default under
the Declaration as provided below in this Section 2.6(b), the Event of
Default under the Declaration shall also not be waivable; or

(ii) requires the consent or vote of a Super Majority to be waived,
except where the Holders of the Common Securities are deemed to have waived
such Event of Default under the Declaration as provided below in this
Section 2.6(b), the Event of Default under the Declaration may only be
waived by the vote of the Holders of at least the proportion in liquidation
amount of the Common Securities outstanding that the relevant Super
Majority represents of the aggregate principal amount of the Subordinated
Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and the consequences thereof until all Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the Holders
of the Preferred Securities and only the Holders of the Preferred Securities
will have the right to direct the Property Trustee in accordance with the terms
of the Securities. The foregoing provisions of this Section 2.6(b) shall be in
lieu of sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and
such sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are
hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act. Subject to the foregoing provisions of
this Section 2.6(b), upon such waiver and, in the case of a deemed waiver,
until such waiver shall no longer be deemed to exist, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

(c) A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Preferred Securities
constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu
of section 316(a)(1)(B) of the Trust Indenture Act and such section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this

-11-
<PAGE> 13
Declaration and the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7 Event of Default; Notice.

(a) The Property 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 Securities, notices of all defaults with respect to the
Securities known to the Property Trustee, unless such defaults have been cured
before the giving of such notice (the term "defaults" for the purposes of this
Section 2.7(a) being hereby defined to be an Event of Default as defined in the
Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except for a default in the payment of principal of (or premium, if any) or
interest on any of the Subordinated Debentures, the Property 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 Property Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Securities.

(b) the Property Trustee shall not be deemed to have knowledge of any
default except:

(i) a default under Sections 6.01(1) and 6.01(2) of the Indenture; or

(ii) any default as to which the Property Trustee shall have received
written notice or a Responsible Officer charged with the administration of
the Declaration shall have obtained written notice.

ARTICLE III
ORGANIZATION

SECTION 3.1 Name.

The Trust is named "Ohio Edison Financing Trust II," as such name may
be modified from time to time by the Regular Trustees following written notice
to the Holders of the Securities. The Trust's activities may be conducted under
the name of the Trust or any other name deemed advisable by the Regular
Trustees.

SECTION 3.2 Office.

The address of the principal office of the Trust is c/o Ohio Edison
Company, 76 South Main Street, Akron, Ohio 44308. On ten Business Days written
notice to the Holders of the Securities, the Regular Trustees may designate
another principal office.

-12-
<PAGE> 14
SECTION 3.3 Purpose.

The exclusive purposes and functions of the Trust are (a) (i) to issue
Preferred Securities in exchange for Class A Shares pursuant to the Offer and to
deliver such Class A Shares to the Sponsor in consideration for the deposit by
the Sponsor in the Trust as trust assets of Subordinated Debentures issued under
the Indenture having an aggregate principal amount equal to the aggregate par
value of the Class A Shares so delivered; (ii) to enter into such agreements and
arrangements as may be necessary in connection with the Offer and to take all
action, and exercise such discretion, as may be necessary or desirable in
connection with the Offer and to file such registration statements or make such
other filings under the Securities Act, the Exchange Act or state securities or
"Blue Sky" laws as may be necessary or desirable in connection with the Offer
and the issuance of the Preferred Securities; and (iii) to issue and sell Common
Securities to the Sponsor for cash and use the proceeds of such sale to purchase
as trust assets an equal aggregate principal amount of Subordinated Debentures
issued under the Indenture, and (b) except as otherwise limited herein, to
engage in only those other activities necessary, convenient or incidental
thereto. The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor trust.

SECTION 3.4 Authority.

Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Regular Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Regular Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Property Trustee in accordance with its powers shall constitute the act of and
serve to bind the Trust. In dealing with the Trustees acting on behalf of the
Trust, no person shall be required to inquire into the authority of the Trustees
to bind the Trust. Persons dealing with the Trust are entitled to rely
conclusively on the power and authority of the Trustees as set forth in this
Declaration.

SECTION 3.5 Title to Property of the Trust.

Except as provided in Section 3.8 with respect to the Subordinated
Debentures and the Property Trustee Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the
Trust. The Holders shall not have legal title to any part of the assets of the
Trust, but shall have an undivided beneficial interest in the assets of the
Trust.

-13-
<PAGE> 15
SECTION 3.6 Powers and Duties of the Regular Trustees.

The Regular Trustees shall have the exclusive power, duty and authority
to cause the Trust to engage in the following activities:

(a) to issue the Preferred Securities and the Common Securities in
accordance with this Declaration; provided, however, that the Trust may issue no
more than one series of Preferred Securities and no more than one series of
Common Securities, and, provided further, that there shall be no interests in
the Trust other than the Securities, and the issuance of Securities shall be
limited to a one-time, simultaneous issuance of both Preferred Securities and
Common Securities on the Closing Date;

(b) in connection with the Offer and the issuance of the Preferred
Securities, at the direction of the Sponsor, to:

(i) 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 Sponsor on behalf of the
Trust, may deem necessary or desirable; and

(ii) execute on behalf of the Trust such other agreements and
arrangements as may be necessary or desirable in connection with the Offer
and the consummation thereof, and to take all action, and exercise all
discretion, as may be necessary or desirable in connection with the Offer
or the consummation thereof.

In connection with all of the foregoing, the Sponsor and each Trustee, solely in
its capacity as Trustee of the Trust, have constituted and appointed, and hereby
confirm the appointment of, 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 Sponsor or such Trustee or in the Sponsor'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, the 1934 Act Registration Statement and the Tender Offer Schedules
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 Sponsor or such Trustee might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their

-14-
<PAGE> 16
or his or her substitute or substitutes, shall do or cause to be done by virtue
hereof;

(c) to acquire Subordinated Debentures and, on behalf of the Holders of
Preferred Securities, the Preferred Securities Guarantee upon consummation of
the Offer in connection with the exchange of Preferred Securities for Class A
Shares pursuant to the Offer and to acquire additional Subordinated Debentures
and, on behalf of the Holders of the Common Securities, the Common Securities
Guarantee with the proceeds of the sale of the Common Securities; provided,
however, that the Regular Trustees shall cause legal title to the Subordinated
Debentures to be held of record in the name of the Property Trustee for the
benefit of the Holders of the Preferred Securities and the Holders of the Common
Securities;

(d) to give the Sponsor and the Property Trustee prompt written notice
of the occurrence of a Special Event; provided that the Regular Trustees shall
consult with the Sponsor and the Property Trustee before taking or refraining
from taking any Ministerial Action in relation to a Special Event;

(e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of ss.316(c) of the Trust Indenture Act, Distributions,
voting rights, redemptions and exchanges, and to issue relevant notices to the
Holders of Preferred Securities and Holders of Common Securities as to such
actions and applicable record dates;

(f) to take all actions and perform such duties as may be required of
the Regular Trustees pursuant to this Declaration or the terms of the Securities
as set forth in Annex I;

(g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee is
charged with bringing such Legal Action;

(h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

(i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

(j) to give the certificate required by section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Regular Trustee;

-15-
<PAGE> 17
(k) to incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

(l) to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities (the "Transfer Agent and Registrar") and to
appoint any Person to act as successor Paying Agent for the Securities in
accordance with Section 9.10 of this Declaration;

(m) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

(n) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary, convenient or incidental to the foregoing;

(o) to take any action, not inconsistent with this Declaration or
with applicable law, that the Regular Trustees determine in their discretion to
be necessary, convenient or desirable in carrying out the activities of the
Trust as set out in this Section 3.6, including, but not limited to:

(i) causing the Trust not to be deemed to be an Investment Company
required to be registered under the Investment Company Act;

(ii) causing the Trust to be classified for United States federal
income tax purposes as a grantor trust; and

(iii) cooperating with the Subordinated Debenture Issuer to ensure that
the Subordinated Debentures will be treated as indebtedness of the
Subordinated Debenture Issuer for United States federal income tax
purposes,

provided that such action does not adversely affect the interests of
Holders; and

(p) to take all action necessary to cause all applicable tax returns
that are required to be filed by them pursuant to Section 11.2(c) with respect
to the Trust to be duly prepared and filed on behalf of the Trust.

The Regular Trustees must exercise the powers set forth in this Section
3.6 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Regular Trustees shall not take any action that
is inconsis-

-16-
<PAGE> 18
tent with the purposes and functions of the Trust set forth in Section 3.3.

Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.

(a) The Trust shall not, and the Trustees (including the Property
Trustee) shall not, engage in any activity other than as required or authorized
by this Declaration. In particular, the Trust shall not and the Trustees
(including the Property Trustee) shall cause the Trust not to:

(i) invest any proceeds received by the Trust from holding the
Subordinated Debentures, but shall distribute all such proceeds to Holders
of Securities pursuant to the terms of this Declaration and of the
Securities;

(ii) acquire any assets other than as expressly provided herein;

(iii) possess Trust property for other than a Trust purpose;

(iv) make any loans or incur any indebtedness other than loans
represented by the Subordinated Debentures;

(v) possess any power or otherwise act in such a way as to vary the
Trust assets or the terms of the Securities in any way whatsoever;

(vi) issue any securities or other evidences of beneficial ownership
of, or beneficial interest in, the Trust other than the Securities; or

(vii) other than as provided in this Declaration, (A) direct the time,
method and place of exercising any trust or power conferred upon the
Subordinated Debenture Trustee with respect to the Subordinated Debentures,
(B) waive any past default that is waivable under Section 6.04 of the
Indenture, (C) exercise any right to rescind or annul any declaration that
the principal of all the Subordinated Debentures shall be due and payable,
or (D) consent to any amendment, modification or termination of the
Indenture or the Subordinated Debentures where such consent shall be
required unless the Trust shall have received an opinion of counsel to the
effect that such modification or amendment will not cause more than an
insubstantial risk that for United States federal income tax purposes the
Trust will not be classified as a grantor trust.

-17-
<PAGE> 19
SECTION 3.8 Powers and Duties of the Property Trustee.

(a) The legal title to the Subordinated Debentures shall be owned by
and held of record in the name of the Property Trustee in trust for the benefit
of the Trust and the Holders of the Securities. The right, title and interest of
the Property Trustee to the Subordinated Debentures shall vest automatically in
each Person who may hereafter be appointed as Property Trustee in accordance
with Section 5.6. Such vesting (and cessation as to the resigning Property
Trustee) of title shall be effective whether or not conveyancing documents with
regard to the Subordinated Debentures have been executed and delivered.

(b) The Property Trustee shall not transfer its right, title and
interest in the Subordinated Debentures to the Regular Trustees or to the
Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).

(i) establish and maintain a segregated non-interest bearing trust
account (the "Property Trustee Account") in the name of and under the
exclusive control of the Property Trustee on behalf of the Holders of the
Securities and, upon the receipt of payments of funds made in respect of
the Subordinated Debentures held by the Property Trustee, deposit such
funds into the Property Trustee Account and make payments to the Holders of
the Preferred Securities and Holders of the Common Securities from the
Property Trustee Account in accordance with Section 6.1; provided, that
with respect to payments to the Holders of the Common Securities, the
Sponsor and the Property Trustee may elect to make other arrangements as
may be satisfactory to each of them and as evidenced by a separate written
agreement to such effect. Funds in the Property Trustee Account shall be
held uninvested until disbursed in accordance with this Declaration. The
Property Trustee Account shall be an account that is maintained with a
banking institution the rating on whose long-term unsecured indebtedness is
at least equal to the rating assigned to the Preferred Securities by a
"nationally recognized statistical rating organization", as that term is
defined for purposes of Rule 436(g)(2) under the Securities Act;

(ii) engage in such ministerial activities as shall be necessary or
appropriate to effect the redemption of the Preferred Securities and the
Common Securities to the extent the Subordinated Debentures are redeemed or
mature; and

(iii) upon notice of distribution issued by the Regular Trustees in
accordance with the terms of the Securities, engage in such ministerial
activities as shall be necessary or appropriate to effect the distribution
of the Subordinated Debentures to Holders of Securities upon the

-18-
<PAGE> 20
occurrence of certain Special Events (as defined in the terms of the
Securities) arising from a change in law or a change in legal
interpretation or other specified circumstances pursuant to the terms of
the Securities.

(d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to this
Declaration or the terms of the Securities set forth in Annex I.

(e) The Property Trustee may take any Legal Action which arises out of
or in connection with an Event of Default or the Property Trustee's duties and
obligations under this Declaration or the Trust Indenture Act.

(f) The Property Trustee shall not resign as a Trustee unless either:

(i) The Trust has been completely liquidated and the proceeds of the
liquidation distributed to the Holders of Securities pursuant to the terms
of the Securities; or

(ii) a Successor Property Trustee (as defined herein) has been
appointed and has accepted that appointment in accordance with Section 5.6.

(g) The Property Trustee shall give prompt written notice to the
Holders of the Securities of any notice received by it from the Subordinated
Debentures Issuer of its election to defer payments of interest on the
Subordinated Debentures by extending the interest payment period under the
Indenture.

(h) The Property Trustee shall have the legal power to exercise all of
the rights, powers and privileges of a holder of Subordinated Debentures under
the Indenture and if an Event of Default occurs and is continuing, the Property
Trustee shall, for the benefit of Holders of the Securities, be entitled to
enforce its rights as holder of the Subordinated Debentures subject to the
rights of the Holders pursuant to the terms of such Securities.

(i) The Property Trustee shall take all action necessary to cause all
applicable tax information reports that are required to be prepared and
furnished by it pursuant to Section 11.2(b) with respect to the Trust to be duly
prepared and furnished on behalf of the Trust.

(j) Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Regular Trustees set
forth in Section 3.6.

In exercising any of the powers granted to it in Sections 3.8 and 3.9,
the Property Trustee shall exercise such powers in a manner that is consistent
with the purposes and

-19-
<PAGE> 21
functions of the Trust set out in Section 3.3, and the Property Trustee shall
not take any action that is inconsistent with the purposes and functions of the
Trust set out in Section 3.3.

SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee.

(a) The Property Trustee, before 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 Declaration and no implied covenants shall be read into this Declaration
against the Property Trustee. In case an Event of Default has occurred (that has
not been cured or waived pursuant to Section 2.6), the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

(b) No provision of this Declaration shall be construed to relieve the
Property 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 an 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 Property Trustee shall be
determined solely by the express provisions of this Declaration and the
Property Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this
Declaration, and no implied covenants or obligations shall be read into
this Declaration against the Property Trustee; and

(B) in the absence of bad faith on the part of the Property
Trustee, the Property Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Property Trustee and
conforming to the requirements of this Declaration; but in the case of
any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Property Trustee, the
Property Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Declaration;

(ii) the Property Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Property Trustee, unless
it shall be proved

-20-
<PAGE> 22
that the Property Trustee was negligent in ascertaining the pertinent
facts;

(iii) the Property 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 not less than a Majority in liquidation
amount of the Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee,
or exercising any trust or power conferred upon the Property Trustee under
this Declaration;

(iv) no provision of this Declaration 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 it 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 Declaration or adequate
indemnity against such risk or liability is not reasonably assured to it;

(v) the Property Trustee's sole duty with respect to the custody,
safe keeping and physical preservation of the Subordinated Debentures and
the Property Trustee 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 Declaration, the Trust
Indenture Act and Rule 3a-7;

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

(vii) the Property Trustee shall not be liable for any interest on any
money received by it except as it may otherwise agree in writing with the
Sponsor. Money held by the Property Trustee need not be segregated from
other funds held by it except in relation to the Property Trustee Account
maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except
to the extent otherwise required by law;

(viii) the Property Trustee shall not be responsible for monitoring the
compliance by the Regular Trustees or the Sponsor with their respective
duties under this Declaration, nor shall the Property Trustee be liable for
the default or misconduct of the Regular Trustees or the Sponsor; and

(ix) the Property Trustee shall not be charged with knowledge of any
default or Event of Default with respect to

-21-
<PAGE> 23
the Securities unless either (1) a Responsible Officer of the Property
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 Property Trustee by the Sponsor, the Regular Trustees or by
any Holder of the Securities.

SECTION 3.10 Certain Rights of the Property Trustee.

(a) Subject to the provisions of Section 3.9:

(i) the Property 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 Sponsor or the Regular Trustees
contemplated by this Declaration shall be sufficiently evidenced by a
Direction or an Officers' Certificate;

(iii) whenever in the administration of this Declaration, the Property
Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Property
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 Sponsor or the Regular Trustees;

(iv) 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 filing under securities laws) or any
rerecording, refiling or reregistration thereof;

(v) the Property Trustee may consult with counsel or other experts of
its selection and the advice or opinion of such counsel and experts with
respect to legal matters or advice within the scope of such experts' area
of expertise 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 Sponsor or any of its Affiliates, and may include any of the
Sponsor's or its Affiliates' employees. The Property Trustee shall have the
right at any time to seek instructions concerning the administration of
this Declaration from any court of competent jurisdiction;

-22-
<PAGE> 24
(vi) the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Declaration at the request
or direction of any Holder, unless such Holder shall have provided to the
Property Trustee adequate security and indemnity, which would satisfy a
reasonable person in the position of the Property 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 Property
Trustee provided, that, nothing contained in this Section 3.10(a)(vi) shall
be taken to relieve the Property Trustee, upon the occurrence of an Event
of Default, of its obligation to exercise the rights and powers vested in
it by this Declaration;

(vii) 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;

(viii) 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;

(ix) any action taken by the Property Trustee or its agents hereunder
shall bind the Trust and the Holders, and the signature of the Property
Trustee or its agents alone shall be sufficient and effective to perform
any such action and no third party shall be required to inquire as to the
authority of the Property Trustee to so act or as to its compliance with
any of the terms and provisions of this Declaration, both of which shall be
conclusively evidenced by the Property Trustee's or its agent's taking such
action;

(x) whenever in the administration of this Declaration 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 in liquidation amount of the Securities as would be entitled to
direct the Property Trustee under the terms of the Securities in respect of
such remedy, right or action, (ii) may refrain from enforcing such remedy
or right or taking such other action until such instructions

-23-
<PAGE> 25
are received, and (iii) shall be protected in acting in accordance with
such instructions;

(xi) except as otherwise expressly provided by this Declaration, the
Property Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Declaration; and

(xii) 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 Declaration.

(b) No provision of this Declaration 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. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

SECTION 3.11 Delaware Trustee.

Notwithstanding any other provision of this Declaration other than
Section 5.2, 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 Regular Trustees or the Property Trustee described in this Declaration.
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of section 3807
of the Business Trust Act.

SECTION 3.12 Execution of Documents.

Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act, a majority of or, if there are
only two, any Regular Trustee or, if there is only one, such Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to Section 3.6.

SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.

The recitals contained in this Declaration and in the Securities shall
be taken as the statements of the Sponsor, 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 or as to
the title of the Trust thereto or as to the security afforded

-24-
<PAGE> 26
thereby or hereby, or as to the validity or genuineness of any securities at any
time pledged and deposited with any of the Trustees hereunder. The Trustees make
no representations as to the validity or sufficiency of this Declaration or the
Securities. The Trustees shall not be accountable for the use or application by
the Sponsor of the Securities or the proceeds thereof or of any money paid to
the Sponsor under any provisions hereof.

SECTION 3.14 Duration of Trust.

The Trust, unless terminated pursuant to the provisions of Article VIII
hereof, shall have existence for ____________ (__) years from the Closing Date.

SECTION 3.15 Mergers.

(a) The Trust may not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).

(b) The Trust may, with the consent of the Regular Trustees or, if
there are more than two, a majority of the Regular Trustees and without the
consent of the Holders, the Delaware Trustee or the Property Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any State; provided that:

(i) such successor entity (the "Successor Entity") either:

(A) expressly assumes all of the obligations of the Trust under
the Securities; or

(B) substitutes for the Securities other securities having
substantially the same terms as the Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the
Preferred Securities rank with respect to Distributions and payments
upon termination, liquidation, redemption, maturity and otherwise;

(ii) the Subordinated Debenture Issuer expressly acknowledges a
trustee of the Successor Entity that possesses the same powers and duties
as the Property Trustee as the Holder of the Subordinated Debentures;

(iii) the Preferred Securities or any Successor Securities replacing
the Preferred Securities (the "Successor Preferred Securities") are listed,
or any Successor Preferred Securities will be listed upon notification of
issuance, on any national securities

-25-
<PAGE> 27
exchange or with an other organization on which the Preferred Securities
are then listed or quoted;

(iv) such merger, consolidation, amalgamation or replacement does not
cause the Preferred Securities (including any Successor Preferred
Securities) to be downgraded by any nationally recognized statistical
rating organization;

(v) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the Holders of
the Securities (including any Successor Securities) in any material respect
(other than with respect to any dilution of such Holders' interests in the
Securities as a result of such merger, consolidation, amalgamation or
replacement);

(vi) such Successor Entity has a purpose identical to that of the
Trust;

(vii) prior to such merger, consolidation, amalgamation or
replacement, the Sponsor has received an opinion of a nationally recognized
independent counsel to the Trust experienced in such matters to the effect
that:

(A) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of the
Holders of the Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the
Holders' interest in the new entity); and

(B) following such merger, consolidation, amalgamation or
replacement, neither the Trust nor the Successor Entity will be
required to register as an Investment Company; and

(viii) the Sponsor guarantees the obligations of such Successor Entity
under the Successor Securities at least to the extent provided by the
Preferred Securities Guarantee.

(c) Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

-26-
<PAGE> 28
SECTION 3.16 May Hold Securities.

Except as provided in the definition 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.

ARTICLE IV
SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities.

On the Closing Date the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount equal to 3% of the capital of the
Trust, at the same time as the Preferred Securities are issued in exchange for
Class A Shares pursuant to the Offer.

SECTION 4.2 Responsibilities of the Sponsor.

In connection with the issuance of the Preferred Securities in exchange
for Class A Shares pursuant to the Offer, the Sponsor shall have the exclusive
right and responsibility to engage in the following activities:

(a) to prepare and file with the Commission and execute, in each case
on behalf of the Trust, (i) a Registration Statement on Form S-4 (the
"Registration Statement") and any pre-effective or post-effective amendments to
such Registration Statement, relating to the registration under the Securities
Act of the Preferred Securities of the Trust, (ii) 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 Exchange Act and
(iii) an Issuer Tender Offer Statement on Schedule 13E-4 and any other tender
offer statement required to be filed by the Trust with the Commission
(including, if necessary, Schedule 14D-1) relating to the Offer (collectively,
the "Tender Offer Schedules") and any amendment or supplement thereto;

(b) 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 the Trust, and
advise the Trust of actions it must take, and prepare for execution and filing
any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the applicable laws of any such
States;

-27-
<PAGE> 29
(c) to prepare and file with the New York Stock Exchange or any other
national stock exchange or the Nasdaq National Market an application for listing
thereon upon notice of issuance of any Preferred Securities; and to file or
cause the Regular Trustees to file, thereafter with such exchange such
notifications and documents as may be necessary from time to time to maintain
such listing; and

(d) to negotiate the terms of and execute on behalf of the Trust the
Dealer Manager Agreement providing for the issuance of the Preferred Securities
in exchange for Class A Shares pursuant to the Offer.

SECTION 4.3 Expenses.

(a) The Sponsor shall be responsible for and shall pay for all debts
and obligations (other than with respect to the Securities) and all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the issuance and sale of the
Preferred Securities, the fees and expenses (including reasonable counsel fees
and expenses) of the Trustees (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), the costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, Paying Agent(s), registrar(s), transfer agent(s),
duplication, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the disposition of Trust assets).

(b) The Sponsor will pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.

(c) The Sponsor's obligations under this Section 4.3 shall be for the
benefit of, and shall be enforceable by, the Property Trustee and any Person to
whom any such debts, obligations, costs, expenses and taxes are owed (a
"Creditor") whether or not such Creditor has received notice hereof. The
Property Trustee and any such Creditor may enforce the Sponsor's obligations
under this Section 4.3 directly against the Sponsor and the Sponsor irrevocably
waives any right or remedy to require that the Property Trustee or any such
Creditor take any action against the Trust or any other Person before proceeding
against the Sponsor. The Sponsor agrees to execute such additional agreements as
may be necessary or desirable in order to give full effect to the provisions of
this Section 4.3.

As security for the performance of the obligations of the Sponsor under
this Section, the Property Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Property Trustee as such,
except funds held in

-28-
<PAGE> 30
trust for the payment of principal of, and premium (if any) or interest on,
particular Securities. Should the Property Trustee incur expenses or render
services in connection with an Event of Default specified in Sections 6.01(5)
and (6) of the Indenture, 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
Declaration.

ARTICLE V
TRUSTEES

SECTION 5.1 Number of Trustees.

The number of Trustees initially shall be four (4), and:

(a) at any time before the issuance of any Securities, the Sponsor
may, by written instrument, increase or decrease the number of Trustees;
and

(b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a majority in liquidation
amount of the Common Securities voting as a class at a meeting of the
Holders of the Common Securities,

provided that, if the Property Trustee does not also act as Delaware Trustee,
the number of Trustees shall be at least three (3).

SECTION 5.2 Delaware Trustee.

If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

(a) a natural person who is a resident of the State of Delaware; or

(b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law,

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application. The Delaware Trustee may be an Affiliate of the
Property Trustee.

-29-
<PAGE> 31
SECTION 5.3 Property Trustee; Eligibility.

(a) There shall at all times be one Trustee which shall act as
Property Trustee which shall:

(i) not be an Affiliate of the Sponsor;

(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
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), 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 5.3(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;
and

(iii) if the Trust is excluded from the definition of an Investment
Company solely by means of Rule 3a-7 and to the extent Rule 3a-7 requires a
trustee having certain qualifications to hold title to the "eligible
assets" of the Trust, the Property Trustee shall possess those
qualifications.

(b) If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.6(c).

(c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of section 310(b) of the Trust Indenture
Act.

(d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

SECTION 5.4 Qualifications of Regular Trustees and Delaware Trustee
Generally.

Each Regular Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be

-30-
<PAGE> 32
either a natural person who is at least 21 years of age or a legal entity that
shall act through one or more Authorized Officers.

SECTION 5.5 Initial Trustees.

The initial Regular Trustees shall be:

R.H. Marsh
T.F. Struck, II

The initial Delaware Trustee shall be:

The Bank of New York (Delaware)

The initial Property Trustee shall be:

The Bank of New York

SECTION 5.6 Appointment, Removal and Resignation of Trustees.

(a) Subject to Section 5.6(b), Trustees, or any of them, may be
appointed or removed without cause at any time:

(i) until the issuance of any Securities, by written instrument
executed by the Sponsor; and

(ii) after the issuance of any Securities, by vote of the Holders of
a Majority in liquidation amount of the Common Securities voting as a class
at a meeting of the Holders of the Common Securities or by unanimous
written consent.

(b)(i) The Trustee that acts as Property Trustee shall not be removed
in accordance with Section 5.6(a) until a successor Property Trustee
("Successor Property Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Property
Trustee and delivered to the Regular Trustees and the Sponsor; and

(ii) the Trustee that acts as Delaware Trustee shall not be removed
in accordance with Section 5.6(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware
Trustee and delivered to the Regular Trustees and the Sponsor.

-31-
<PAGE> 33
removal or resignation. Any Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing signed by the
Trustee and delivered to the Sponsor and the Trust, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
provided, however, that:

(i) No such resignation of the Trustee that acts as the Property
Trustee shall be effective:

(A) until a Successor Property Trustee has been appointed and has
accepted such appointment by instrument executed by such Successor
Property Trustee and delivered to the Trust, the Sponsor and the
resigning Property Trustee; or

(B) if the Trust is deemed not to be an Investment Company solely
by reason of Rule 3a-7, until the assets of the Trust have been
completely liquidated and the proceeds thereof distributed to the
Holders of the Securities; and

(ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee has been
appointed and has accepted such appointment by instrument executed by such
Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
resigning Delaware Trustee.

(d) The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.6.

(e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument
of resignation, the resigning Property Trustee or Delaware Trustee, as
applicable, may petition any court of competent jurisdiction for appointment of
a Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a Successor Property Trustee or Successor Delaware Trustee, as the case
may be.

SECTION 5.7 Vacancies among Trustees.

If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Regular Trustees or, if there
are more than two, a majority of the Regular Trustees shall be conclusive (but

-32-
<PAGE> 34
not exclusive) evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8 Effect of Vacancies.

The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of Regular
Trustees shall occur, until such vacancy is filled by the appointment of a
Regular Trustee in accordance with Section 5.6, the Regular Trustees in office,
regardless of their number, shall have all the powers granted to the Regular
Trustees and shall discharge all the duties imposed upon the Regular Trustees by
this Declaration.

SECTION 5.9 Meetings.

If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular Trustee.
Regular meetings of the Regular Trustees may be held at a time and place fixed
by resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than 48
hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before such meeting. Notices shall contain a brief statement
of the time, place and anticipated purposes of the meeting. The presence
(whether in person or by telephone) of a Regular Trustee at a meeting shall
constitute a waiver of notice of such meeting except where a Regular Trustee
attends a meeting for the express purpose of objecting to the transaction of any
activity on the ground that the meeting has not been lawfully called or
convened. Unless provided otherwise in this Declaration, any action of the
Regular Trustees may be taken at a meeting by vote of a majority of the Regular
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that a Quorum is present, or without a meeting
by the unanimous written consent of the Regular Trustees. In the event there is
only one Regular Trustee, any and all action of such Regular Trustee shall be
evidenced by a written consent of such Regular Trustee.

SECTION 5.10 Delegation of Power.

(a) Any Regular 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
3.6, including

-33-
<PAGE> 35
any registration statement or amendment thereto filed with the Commission, or
making any other governmental filing; and

(b) the Regular Trustees shall have power to delegate from time to time
to such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees or otherwise as the Regular 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.

ARTICLE VI
DISTRIBUTIONS

SECTION 6.1 Distributions.

Holders shall receive Distributions (as defined herein) in accordance
with the applicable terms of the relevant Holder's Securities. Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms. If and to
the extent that the Subordinated Debenture Issuer makes a payment of interest
(including Additional Interest (as defined in the Indenture)), premium and/or
principal on the Subordinated Debentures held by the Property Trustee (the
amount of any such payment being a "Payment Amount"), the Property Trustee shall
and is directed, to the extent funds are available for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to the Holders.

ARTICLE VII
ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities.

(a) The Regular Trustees shall on behalf of the Trust issue one class
of preferred securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities.") The Trust shall not issue
any securities or other interests in respect of the assets of the Trust other
than the Preferred Securities and the Common Securities.

(b) The Certificates shall be signed on behalf of the Trust by a
Regular Trustee. Such signature shall be the manual or facsimile signature of
any present or any future Regular Trustee. In case any Regular Trustee of the
Trust who shall have signed any of the Certificates shall cease to be such

-34-
<PAGE> 36
Regular Trustee before the Certificates so signed shall be delivered by the
Trust, such Certificates nevertheless may be delivered as though the person who
signed such Certificates had not ceased to be such Regular Trustee; and any
Certificate may be signed on behalf of the Trust by any person who, at the
actual date of execution of such Certificate, shall be a Regular Trustee of the
Trust, although at the date of the execution and delivery of the Declaration any
such person was not such a Regular Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Regular Trustees, as evidenced by their execution thereof, and
may have such letters, numbers or other marks of identification or designation
and such legends or endorsements as the Regular Trustees may deem appropriate,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage.

(c) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

(d) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable.

(e) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

ARTICLE VIII
TERMINATION OF TRUST

SECTION 8.1 Termination of Trust.

(a) The Trust shall terminate:

(i) upon the bankruptcy of the Holder of the Common Securities or the
Sponsor;

(ii) upon the filing of a certificate of dissolution or its equivalent
with respect to the Holder of the Common Securities or the Sponsor; the
filing of a certificate of cancellation with respect to the Trust or the
revocation of the Holder of the Common Securities or the Sponsor's charter
and the expiration of 90 days after the date of revocation without a
reinstatement thereof;

-35-
<PAGE> 37
(iii) upon the entry of a decree of judicial dissolution of the
Holder of the Common Securities, the Sponsor or the Trust;

(iv) when all of the Securities shall have been called for redemption
and the amounts necessary for redemption thereof shall have been paid to
the Holders in accordance with the terms of the Securities;

(v) upon the occurrence and continuation of a Special Event pursuant
to which the Trust shall have been dissolved in accordance with the terms
of the Securities and all of the Subordinated Debentures in accordance with
the terms thereof shall have been distributed to the Holders of Securities
in exchange for all of the Securities;

(vi) before the issuance of any Securities, at the election of the
Sponsor; or

(vii) in accordance with Section 3.14 of this Declaration.

(b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Regular Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware; provided that
upon the occurrence of an event referred to in Section 8.1(a)(vi) such
certificate shall be filed by the Sponsor.

ARTICLE IX
TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities.

(a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration
(including Annex I) and in the Securities. Any transfer or purported transfer of
any Security not made in accordance with this Declaration and such Securities
shall be null and void.

(b) Subject to this Article IX, Preferred Securities shall be freely
transferable.

(c) Subject to this Article IX, (x) the Sponsor may only transfer
Common Securities to a Related Party and (y) a Related Party may only transfer
Common Securities to the Sponsor or another Related Party; provided that, any
such transfer is subject to the condition precedent that the transferor obtain
the written opinion of nationally recognized independent counsel

-36-
<PAGE> 38
experienced in such matters that such transfer would not cause more than an
insubstantial risk that:

(i) the Trust would no longer be classified for United States federal
income tax purposes as a grantor trust; or

(ii) the Trust would become an Investment Company or the transferee
would become an Investment Company.

SECTION 9.2 Registration of Transfer and Exchange of Preferred Security
Certificates.

The Transfer Agent and Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 9.9, a securities register in
which, subject to such reasonable regulations as it may prescribe, the Transfer
Agent and Registrar shall provide for the registration of Certificates (subject
to Section 9.1(c) in the case of the Common Security Certificates) and
registration of transfers and exchanges of Preferred Security Certificates as
herein provided. Until such time as they have appointed another Person to act as
Transfer Agent and Registrar under Section 3.6(l) hereof, The Bank of New York
shall be the initial Transfer Agent and Registrar.

Upon surrender for registration of transfer of any Preferred Security
Certificate at the office or agency maintained pursuant to Section 9.9, the
Regular Trustees or any one of them shall execute and deliver, in the name of
the designated transferee or transferees, one or more new Preferred Security
Certificates in authorized denominations of a like aggregate liquidation amount
dated the date of execution by the Regular Trustee or Trustees. The Transfer
Agent and 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 Security Certificates may be exchanged for other Preferred Security
Certificates in authorized denominations of the same class and of a like
aggregate liquidation amount upon surrender of the Preferred Security
Certificates to be exchanged at the office or agency maintained pursuant to
Section 9.9.

Every Preferred Security Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Regular Trustees and the
Transfer Agent and Registrar duly executed by the Holder or such Holder's
attorney duly authorized in writing. Each Preferred Security Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Regular Trustees in accordance with customary
practice by trustees generally.

-37-
<PAGE> 39
No service charge shall be made for any registration of transfer or
exchange of Preferred Security Certificates, but the Transfer Agent and
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 Security Certificates.

SECTION 9.3 Deemed Security Holders.

The Trust, the Trustees and the Transfer Agent and Registrar may treat
the Person in whose name any Certificate shall be registered in the securities
register kept in accordance with Section 9.2 as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

SECTION 9.4 Book Entry Interests.

The Preferred Securities Certificates, on original issuance, will be
issued in fully registered form. With respect to any Certificates registered in
the name of a Clearing Agency or its nominee:

(a) the Trust, the Trustees and the Transfer Agent and Registrar shall
be entitled to deal with the Clearing Agency for all purposes of this
Declaration (including the payment of Distributions on the Global Certificates
and receiving approvals, votes or consents hereunder) as the Holder of the
Preferred Securities and the sole holder of the Global Certificates and shall
have no obligation to the Preferred Security Beneficial Owners;

(b) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this Section 9.4
shall control; and

(c) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants. The
Clearing Agency will make book entry transfers among Clearing Agency
Participants and receive and transmit payments of Distributions on such
Certificates to such Clearing Agency Participants.

-38-
<PAGE> 40
SECTION 9.5 Notices to Clearing Agency.

Whenever a notice or other communication to the Holders is required
under this Declaration, the relevant Trustees shall give all such notices and
communications to the Holders, and, with respect to any Preferred Security
Certificate registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Trustees shall, except as set forth herein, have no notice
obligations to the Preferred Security Beneficial Owners.

SECTION 9.6 Appointment of Successor Clearing Agency.

If any Clearing Agency elects to discontinue its services as securities
depositary with respect to any Preferred Securities held in the book entry
system of such Clearing Agency, the Regular Trustees may, in their sole
discretion, appoint a successor Clearing Agency with respect to the Preferred
Securities.

SECTION 9.7 Definitive Preferred Security Certificates.

If, with respect to any Certificates representing Book Entry Interests:

(a) a Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities represented by such
Certificates and a successor Clearing Agency is not appointed within 90 days
after such election pursuant to Section 9.6; or

(b) the Regular Trustees elect after consultation with the Sponsor to
terminate the book entry system through the Clearing Agency with respect to the
Preferred Securities represented by such Certificates,

then:

(c) Definitive Preferred Security Certificates shall be prepared by the
Regular Trustees on behalf of the Trust with respect to the Preferred
Securities; and

(d) upon surrender of the such Certificates by the Clearing Agency,
accompanied by registration instructions, the Regular Trustees shall cause fully
registered definitive Preferred Security Certificates to be delivered to
Preferred Security Beneficial Owners in accordance with the instructions of the
Clearing Agency. Neither the Trustees nor the Trust shall be liable for any
delay in delivery of such instructions and each of them may conclusively rely on
and shall be protected in relying on, said instructions of the Clearing Agency.

-39-
<PAGE> 41
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

If:

(a) any mutilated Certificate should be surrendered to the Transfer
Agent and Registrar, or if the Transfer Agent and Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any
Certificate; and

(b) there shall be delivered to the Transfer Agent and Registrar and
the Regular Trustees such security or indemnity as may be required by them to
keep each of them harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like denomination. In connection
with the issuance of any new Certificate under this Section 9.8, the Regular
Trustees or the Transfer Agent and 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 duplicate Certificate issued pursuant to this Section
shall constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

SECTION 9.9 Maintenance of Office or Agency.

The Regular Trustees shall designate and cause to be maintained in the
Borough of Manhattan, The City of New York, an office or offices or agency or
agencies where Preferred Security Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Certificates may be served. The Regular 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
Regular Trustees shall give prompt written notice to the Sponsor, the Property
Trustee and the Holders of any change in the location of the securities register
or any such office or agency.

SECTION 9.10 Appointment of Paying Agent.

The Paying Agent shall make Distributions with respect to all
Securities and shall report the amounts of such payments to the Property Trustee
and the Regular Trustees. Any Paying Agent shall have the revocable power to
withdraw funds from the Property Trustee Account for the purpose of making the
payments referred to above. The Regular 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
Declaration in any material

-40-
<PAGE> 42
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 Regular Trustees and the
Sponsor. The Paying Agent shall comply with section 317(b) of the Trust
Indenture Act. Any Person acting as a Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Regular Trustees, the
Property Trustee and the Sponsor. 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 Regular Trustees shall appoint a successor that
is acceptable to the Property Trustee and the Sponsor to act as Paying Agent
(which shall be a bank or trust company). The Regular Trustees shall cause such
successor Paying Agent or any additional Paying Agent appointed by the Regular
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 Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. 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. Any reference in this
Declaration to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

ARTICLE X
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 Liability.

(a) Except as expressly set forth in this Declaration, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not be:

(i) personally liable for the return of any portion of the capital
contributions (or any return thereon) of the Holders, which shall be made
solely from assets of the Trust; or

(ii) required to pay to the Trust or to any Holder any deficit upon
dissolution of the Trust or otherwise.

(b) The Sponsor shall be liable for all of the debts and obligations
of the Trust (other than with respect to the Securities) to the extent not
satisfied out of the Trust's assets.

(c) Pursuant to section 3803(a) of the Business Trust Act, the Holders
of the Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of

-41-
<PAGE> 43
private corporations for profit organized under the General Corporation Law of
the State of Delaware.

SECTION 10.2 Exculpation.

(a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (or, in the
case of the Property Trustee, negligence) or willful misconduct with respect to
such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

SECTION 10.3 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
Declaration shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, 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 any
Covered Persons; or

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

-42-
<PAGE> 44
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 term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

(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 Declaration or
by applicable law.

SECTION 10.4 Indemnification.

(a) To the fullest extent permitted by applicable law, the Sponsor
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Declaration, except that
no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence (or, in the case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

-43-
<PAGE> 45
action, suit or proceeding upon receipt by the Sponsor of an undertaking by or
on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified as
authorized in Section 10.4(a). The indemnification shall survive the termination
of this Declaration.

SECTION 10.5 Outside Businesses.

Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee, or the Property
Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

ARTICLE XI
ACCOUNTING

SECTION 11.1 Fiscal Year.

The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

SECTION 11.2 Certain Accounting Matters.

(a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents which shall reflect, in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes.

-44-
<PAGE> 46
(b) The Property Trustee shall cause to be duly prepared and furnished
to each Holder any Internal Revenue Service Forms 1099, or any successor forms,
containing such information with regard to the Securities held by such Holder
as is required by the Code and the Treasury Regulations. Notwithstanding any
right under the Code to deliver any such Form 1099 at a later date, the
Property Trustee shall endeavor to deliver all such statements within 30 days
after the end of each Fiscal Year of the Trust.

(c) The Regular Trustees shall cause to be duly prepared and filed with
the appropriate taxing authority an annual United States federal income tax
return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
or on behalf of the Trust with any state or local taxing authority.

SECTION 11.3 Banking.

The [Regular Trustees] shall maintain one or more bank accounts in the
name and for the sole benefit of the Trust; provided, however, that all payments
of funds in respect of the Subordinated Debentures held by the Property Trustee
shall be made directly to the Property Trustee Account and no other funds of the
Trust shall be deposited in the Property Trustee Account. The sole signatories
for such accounts shall be designated by the Regular Trustees; provided,
however, that the Property Trustee shall designate the signatories for the
Property Trustee Account.

SECTION 11.4 Withholding.

The Trust and the Property Trustee shall comply with all withholding
requirements under United States federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Property Trustee shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to such
Holder to applicable jurisdictions. To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to such Holder. In the event of
any claimed overwithholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld
from actual Distributions made, the Trust may reduce subsequent Distributions by
the amount of such withholding.

-45-
<PAGE> 47
ARTICLE XII
AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments.

(a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

(i) the Regular Trustees (or, if there are more than two Regular
Trustees, a majority of the Regular Trustees);

(ii) if the amendment affects the rights, powers, duties, obligations
or immunities of the Property Trustee, the Property Trustee; and

(iii) if the amendment affects the rights, powers, duties, obligations
or immunities of the Delaware Trustee, the Delaware Trustee.

(b) No amendment shall be made, and any purported amendment shall be
void and ineffective:

(i) unless, in the case of any proposed amendment, the Property
Trustee shall have first received an Officers' Certificate from each of the
Trust and the Sponsor that such amendment is permitted by, and conforms to,
the terms of this Declaration (including the terms of the Securities set
forth in Annex I);

(ii) unless, in the case of any proposed amendment which affects the
rights, powers, duties, obligations or immunities of the Property Trustee,
the Property Trustee shall have first received:

(A) an Officers' Certificate from each of the Trust and the
Sponsor that such amendment is permitted by, and conforms to, the terms
of this Declaration (including the terms of the Securities); and

(B) an opinion of counsel (who may be counsel to the Sponsor or
the Trust) that such amendment is permitted by, and conforms to, the
terms of this Declaration (including the terms of the Securities); and

(iii) to the extent the result of such amendment would be to:

(A) cause the trust to fail to continue to be classified for
purposes of United States federal income taxation as a grantor trust;

-46-
<PAGE> 48
(B) reduce or otherwise adversely affect the powers of the
Property Trustee in contravention of the Trust Indenture Act; or

(c) If the Trust has any Securities outstanding, any amendment that
would adversely affect the rights, privileges or preferences of any Holder of
such Securities may be effected only with such additional requirements as may be
set forth in the terms of such Securities set forth in Annex I.

(d) Section 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities.

(e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities.

(f) The rights of the Holders of the Common Securities under Article
V to increase or decrease the number of, and appoint and remove, Trustees shall
not be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities.

(g) Notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

(i) cure any ambiguity;

(ii) correct or supplement any provision in this Declaration that may
be defective or inconsistent with any other provision of this Declaration;

(iii) add to the covenants, restrictions or obligations of the
Sponsor;

(iv) in the event the Trust is deemed not to be an Investment Company
solely by reason of Rule 3a-7, conform to any change in Rule 3a-7 or
written change in interpretation or application of Rule 3a-7 by any
legislative body, court, government agency or regulatory authority which
amendment does not have a material adverse effect on the rights,
preferences or privileges of the Holders; and

(v) cause the Trust to continue to be classified for purposes of
United States federal income taxation as a grantor trust; provided, such
amendment does not have a material adverse effect on the rights,
preferences or privileges of the Holders.

-47-
<PAGE> 49
SECTION 12.2 Meetings of the Holders; Action by Written Consent.

(a) Meetings of the Holders of any class of Securities may be called
at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at
least 10% in liquidation amount of such class of Securities. Such direction
shall be given by delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders wish to call a meeting and indicating
the general or specific purpose for which the meeting is to be called. Any
Holders calling a meeting shall specify in writing the Certificates held by the
Holders exercising the right to call a meeting and only those Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

(b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of any
class of Securities:

(i) notice of any such meeting shall be given to all the Holders of
Securities having a right to vote thereat at least 7 days and not more than
60 days before the date of such meeting. Whenever a vote, consent or
approval of Holders is permitted or required under this Declaration or the
rules of any stock exchange on which the Preferred Securities are listed or
admitted for trading, such vote, consent or approval may be given at a
meeting of such Holders. Any action that may be taken at a meeting of
Holders may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by Holders owning not less than the
minimum amount of Securities in liquidation amount that would be necessary
to authorize or take such action at a meeting at which all Holders of
Securities having a right to vote thereon were present and voting. Prompt
notice of the taking of action without a meeting shall be given to the
Holders of Securities entitled to vote who have not consented in writing.
The Regular Trustees may specify that any written consent submitted to
Holders for the purpose of taking any action without a meeting shall be
returned to the Trust within the time specified by the Regular Trustees;

(ii) each Holder may authorize any Person to act for it by proxy on all
matters in which such Holder is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting. No proxy
shall be

-48-
<PAGE> 50
valid after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy. Except as otherwise required by law, every
proxy shall be revocable at the pleasure of the Holder executing it. Except
as otherwise provided herein, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law of the
State of Delaware relating to proxies, and judicial interpretations
thereunder, as if the Trust were a Delaware corporation and the Holders
were stockholders of a Delaware corporation;

(iii) each meeting of Holders shall be conducted by the Regular
Trustees or by such other Person that the Regular Trustees may designate;
and

(iv) unless the Business Trust Act, this Declaration, the terms of the
Securities, the Trust Indenture Act or the listing rules of any stock
exchange on which the Preferred Securities are then listed or trading
otherwise provides, the Regular Trustees, in their sole discretion, shall
establish all other provisions relating to meetings of Holders, including
notice of the time, place or purpose of any meeting at which any matter is
to be voted on by any Holders, waiver of any such notice, action by consent
without a meeting, the establishment of a record date, quorum requirements,
voting in person or by proxy or any other matter with respect to the
exercise of any such right to vote.

ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE
AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of Property Trustee.

The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee, that:

(a) the Property Trustee is a banking corporation or association with
trust powers, duly organized, validly existing and in good standing under the
laws of a state of the United States or of the United States, with trust power
and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, the Declaration;

(b) the execution, delivery and performance by the Property Trustee
of the Declaration has been duly authorized by all necessary corporate action on
the part of the Property

-49-
<PAGE> 51
Trustee. The Declaration has been duly executed and delivered by the Property
Trustee, and it constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such remedies is considered in a proceeding in equity or at law);

(c) the execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of the charter or
by-laws of the Property Trustee; and

(d) no consent, approval or authorization of, or registration with or
notice to, any State or federal banking authority is required for the execution,
delivery or performance by the Property Trustee of the Declaration.

SECTION 13.2 Representations and Warranties of Delaware Trustee.

The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee, that:

(a) the Delaware Trustee is a Delaware banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
the State of Delaware, with trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, the
Declaration;

(b) the Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and the Declaration. The Declaration under
Delaware law constitutes a legal, valid and binding obligation of the Delaware
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency, and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

(c) no consent, approval or authorization of, or registration with or
notice to, any State or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee of the Declaration; and

-50-
<PAGE> 52
(d) the Delaware Trustee has its principal place of business in the
State of Delaware.

ARTICLE XIV
MISCELLANEOUS

SECTION 14.1 Notices.

All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first-class mail, as follows:

(a) if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Holders):

Ohio Edison Financing Trust II
c/o Ohio Edison Company
76 South Main Street
Akron, Ohio 44308
Attention: Trustees
Facsimile No: (330) 384-3772

(b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as the Delaware Trustee may give notice of to the
Holders):

The Bank of New York (Delaware)
400 White Clay Center
Newark, Delaware 19711
Attention:

(c) if given to the Property Trustee, at the mailing address set forth
below (or such other address as the Property Trustee may give notice of to the
Holders):

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

(d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice of to the Trust):

Ohio Edison Company
76 South Main Street
Akron, Ohio 44308
Attention: Treasurer
Facsimile No: (330) 384-3772

-51-
<PAGE> 53
(e) if given to any other Holder, at the address set forth on the books
and records of the Trust.

All such notices 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 14.2 Governing Law.

This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION 14.3 Intention of the Parties.

It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Declaration shall be interpreted to further this intention of the
parties.

SECTION 14.4 Headings.

Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

SECTION 14.5 Successors and Assigns

Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 14.6 Partial Enforceability.

If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION 14.7 Counterparts.

This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such

-52-
<PAGE> 54
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.

-53-
<PAGE> 55
IN WITNESS WHEREOF, the undersigned has caused this Declaration to be
executed as of the day and year first above written.

-----------------------------------
R.H. Marsh, as Regular Trustee

-----------------------------------
T.F. Struck, II, as Regular Trustee

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

By:
--------------------------------
Name:
Title:

THE BANK OF NEW YORK,
as Property Trustee

By:
--------------------------------
Name:
Title:

OHIO EDISON COMPANY,
as Sponsor

By:
--------------------------------
Name:
Title:

-54-
<PAGE> 56
ANNEX I

TERMS OF
_____% TRUST ORIGINATED PREFERRED SECURITIES
_____% TRUST ORIGINATED COMMON SECURITIES

Further to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of ___________, 1996 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Prospectus referred to below):

1. Designation and Number.

(a) Preferred Securities. __________ Preferred Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust of
____________________ dollars ($___________) and a liquidation amount with
respect to the assets of the Trust of $25 per preferred security, are hereby
designated for the purposes of identification only as "_____% Trust Originated
Preferred Securities(sm) ('TOPrS'(sm))" (the "Preferred Securities"). The
Preferred Security Certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Preferred Securities are listed.

(b) Common Securities. ____________ Common Securities of the Trust with
an aggregate liquidation amount with respect to the assets of the Trust of
___________________ dollars ($___________) and a liquidation amount with respect
to the assets of the Trust of $25 per common security, are hereby designated for
the purposes of identification only as "_____% Trust Originated Common
Securities" (the "Common Securities"). The Common Security Certificates
evidencing the Common Securities shall be substantially in the form of Exhibit
A-2 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

2. Distributions.

(a) Distributions payable on each Security will be fixed at a rate per
annum of _____% (the "Coupon Rate") of the stated liquidation amount of $25 per
Security, such rate being the rate of interest payable on the Subordinated
Debentures to be

I-1
<PAGE> 57
held by the Property Trustee. Distributions that are in arrears for more than
one quarter (whether due to an extension of the interest payment period for the
Subordinated Debentures under the Indenture or otherwise) will accrue interest
at the Coupon Rate and the interest so accrued at the end of each quarter and
remaining unpaid will itself bear interest thereafter at the Coupon Rate (to the
extent permitted by applicable law) until paid on the same basis. The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Subordinated Debentures held by
the Property Trustee and to the extent the Property Trustee has funds available
therefor. The amount of Distributions payable (and the amount, if any, of
interest payable, including interest on overdue interest) for any period will be
computed for any full quarterly Distribution period on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full quarterly
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per 90-day quarter.

(b) Distributions on the Securities will be cumulative, will accrue
from the date of original issuance, and will be payable quarterly in arrears on
March 31, June 30, September 30, and December 31 of each year, commencing on
________, 1996, except as otherwise described below. [The initial Distribution
on the Securities, payable on ________, 1996, will be based on a period shorter
than a full quarter (_______ to _______, 1996) and will be in the amount of $___
per Security.] In addition, holders of Securities will be entitled to an
additional cash distribution at the rate of 7.75% per annum of the liquidation
amount thereof from ___________, 1996 through ____________, 1996, payable on
___________, 1996 to holders of the Preferred Securities on the record date for
such Distribution payment date ("Pre-Issuance Interest"). With the exception of
interest on the Subordinated Debentures corresponding to Pre-Issuance Interest,
so long as the Subordinated Debenture Issuer is not in default under the
Indenture, the Subordinated Debenture Issuer has the right under the Indenture
to defer payments of interest by extending the interest payment period from time
to time on the Subordinated Debentures for a period not exceeding 20 consecutive
quarters (each an "Extension Period"), provided that no Extension Period shall
last beyond the date of maturity of the Subordinated Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, quarterly Distributions will continue to accrue with interest thereon
(to the extent permitted by applicable law) at the Coupon Rate, 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, during any such Extension Period. Prior to the termination of
any such Extension Period, the Subordinated Debenture Issuer may further extend
such Extension Period; provided that such Extension Period

I-2
<PAGE> 58
together with all such previous and further extensions thereof may not exceed 20
consecutive quarters or last beyond the date of maturity of the Subordinated
Debentures. Payments of accrued Distributions will be payable to Holders as they
appear on the books and records of the Trust on the first record date for the
payment of Distributions after the end of the Extension Period. Upon the
termination of any Extension Period and the payment of all amounts then due, the
Subordinated Debenture Issuer may commence a new Extension Period, subject to
the above requirements.

(c) Distributions on the Securities will be payable to the Holders
thereof as they appear in the securities register kept by the Transfer Agent and
Registrar pursuant to Section 9.2 of the Declaration on the relevant record
dates, which will be 15 calendar days prior to the applicable payment dates,
which payment dates and record dates correspond to the interest payment dates
and record dates on the Subordinated Debentures. The relevant record dates for
the Common Securities shall be the same record dates as for the Preferred
Securities. Payment of Distributions will be payable at the office or agency
maintained pursuant to Section 9.9 of the Declaration; provided that payment of
Distributions may be made at the option of the Regular Trustees on behalf of the
Trust by check mailed to the address of the persons entitled thereto.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Subordinated Debenture Issuer
having failed to make a payment under the Subordinated Debentures, will cease to
be payable to the Person in whose name such Securities are registered on the
relevant regular record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the
special record date or other specified date determined in accordance with the
Indenture for the making of such payment. If any date on which Distributions are
payable on the Securities is not a Business Day, then 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 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 such date.

(d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

3. Liquidation Distribution Upon Dissolution.

In the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust, the Holders on the date of the dissolution, winding-up
or termination, as the case may be, will be entitled to receive out of the
assets of the

I-3
<PAGE> 59
Trust available for distribution to Holders after satisfaction of liabilities of
creditors an amount equal to the aggregate of the stated liquidation amount of
$25 per Security plus accrued and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"), unless, in
connection with such dissolution, winding-up or termination, Subordinated
Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of such Securities, with an interest rate equal to the Coupon
Rate of, and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Distributions on, such Securities, shall be distributed on a
Pro Rata basis to the Holders of the Securities in exchange for such Securities.

If, upon any such dissolution, 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 the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis.

4. Redemption and Distribution.

(a) Upon the repayment of the Subordinated Debentures in whole or in
part, whether at maturity or upon redemption, the proceeds from such repayment
or payment shall be simultaneously applied to redeem Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Subordinated Debentures so repaid or redeemed at a redemption price of $25 per
Security plus an amount equal to accrued and unpaid Distributions thereon at the
date of the redemption, payable in cash (the "Redemption Price"). Holders will
be given not less than 30 nor more than 60 days notice of such redemption.

(b) If fewer than all the outstanding Securities are to be so redeemed,
the Common Securities and the Preferred Securities will be redeemed Pro Rata and
the procedure for redeeming Preferred Securities will be as described in Section
4(f)(ii) below.

(c) If, at any time, a Tax Event or an Investment Company Event (each
as defined below, and each a "Special Event") shall occur and be continuing, the
Regular Trustees shall, except in certain limited circumstances in relation to a
Tax Event described in this Section 4(c), dissolve the Trust and, after
satisfaction of creditors, cause Subordinated Debentures held by the Property
Trustee, having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the Coupon Rate of,
and accrued and unpaid interest equal to accrued and unpaid Distributions on,
and having the same record date for payment as, the Securities, to be
distributed to the Holders in liquidation of such Holders' interests in the
Trust on a Pro Rata basis, within 90 days following the occurrence of such
Special Event (the "90 Day Period"); provided, however, that in the case of the
occurrence

I-4
<PAGE> 60
of a Tax Event, as a condition of such dissolution and distribution, the Regular
Trustees shall have received an opinion of a nationally recognized independent
tax 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 neither the Trust nor the Holders will recognize any gain or
loss for United States federal income tax purposes as a result of the
dissolution of the Trust and the distribution of Subordinated Debentures, and
provided, further, that, if at the time there is available to the Trust the
opportunity to eliminate, within the 90 Day Period, the Special Event by taking
some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure that has no adverse effect on the
Trust, the Subordinated Debenture Issuer, the Sponsor or the Holders
("Ministerial Action"), the Trust will pursue such Ministerial Action in lieu of
dissolution.

If (i) in the event of a Tax Event, after receipt of a Tax Event
Opinion (as defined hereinafter) by the Regular Trustees, the Subordinated
Debenture Issuer has received an opinion (a "Redemption Tax Opinion") of a
nationally recognized independent tax counsel experienced in such matters that,
as a result of a Tax Event, there is more than an insubstantial risk that the
Subordinated Debenture Issuer would be precluded from deducting the interest on
the Subordinated Debentures for United States federal income tax purposes even
if the Subordinated Debentures were distributed to the Holders in liquidation of
such Holders' interests in the Trust as described in this Section 4(c), or (ii)
in the event of any Special Event, after receipt of a Tax Event Opinion or
Investment Company Event Opinion (as defined hereinafter), as the case may be,
the Regular Trustees shall have been informed by such tax counsel that a No
Recognition Opinion cannot be delivered to the Trust, the Subordinated Debenture
Issuer shall have the right at any time, upon not less than 30 nor more than 60
days' notice, to redeem the Subordinated Debentures in whole or in part for cash
within 90 days following the occurrence of such Special Event, and, following
such redemption, Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Subordinated Debentures so redeemed 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 the Trust the opportunity to
eliminate, within such 90 day period, the Special Event by taking some
Ministerial Action, the Trust or the Subordinated Debenture Issuer will pursue
such Ministerial Action in lieu of redemption.

"Tax Event" means the receipt by the Regular Trustees of an opinion of
a nationally recognized independent tax counsel experienced in such matters (a
"Tax Event Opinion") to the effect that, on or after the date of the Prospectus,
as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority

I-5
<PAGE> 61
thereof or therein or (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, in each case which amendment or
change is enacted, promulgated, issued or announced on or after the date of the
Prospectus, there is more than an insubstantial risk that (i) the Trust is, or
will be, within 90 days of the date thereof, subject to United States federal
income tax with respect to interest accrued or received on the Subordinated
Debentures, (ii) interest payable by the Subordinated Debenture Issuer to the
Trust on the Subordinated Debentures is not, or within 90 days of the date
thereof will not be, deductible, in whole or in part, by the Subordinated
Debenture Issuer for United States federal income tax purposes or (iii) the
Trust is, or will be, within 90 days of the date thereof, subject to more than a
de minimis amount of taxes, duties or other governmental charges.

"Investment Company Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent counsel experienced
in practice under the Investment Company Act (an "Investment Company Event
Opinion") to the effect that, as a result of the occurrence of a change in law
or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an Investment Company which is required
to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the date of the Prospectus.

On and from the date fixed by the Regular Trustees for any distribution
of Subordinated Debentures and dissolution of the Trust: (i) the Securities will
no longer be deemed to be outstanding and (ii) the Certificates representing
Securities will be deemed to represent beneficial interests in the Subordinated
Debentures having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the Coupon Rate of,
and accrued and unpaid interest equal to accrued and unpaid Distributions on,
such Securities until such certificates are surrendered or presented to the
Subordinated Debenture Issuer or its agent for transfer or reissue.

(d) The Trust may not redeem fewer than all the outstanding Securities
unless all accrued and unpaid Distributions have been paid on all Securities for
all quarterly Distribution periods terminating on or before the date of
redemption.

(e) If the Subordinated Debentures are distributed to Holders of the
Securities, pursuant to the terms of the Indenture the Subordinated Debenture
Issuer will use its best efforts to have the Subordinated Debentures listed on
the New York Stock Exchange or on such other exchange or the Nasdaq

I-6
<PAGE> 62
National Market as the Preferred Securities were listed immediately prior to the
distribution of the Subordinated Debentures.

(f) The following provisions shall apply to any call for redemption
of Securities or any distribution of Subordinated Debentures to Holders:

(i) Notice of any redemption of, or notice of distribution of
Subordinated Debentures in exchange for, Securities (a
"Redemption/Distribution Notice") will be given by the Trust by mail to
each Holder of Securities to be redeemed or exchanged not fewer than 30 nor
more than 60 days before the date fixed for redemption or exchange thereof
which, in the case of a redemption, will be the date fixed for redemption
of the Subordinated Debentures. For purposes of the calculation of the date
of redemption or exchange and the dates on which notices are given pursuant
to this Section 4(f)(i), a Redemption/Distribution Notice shall be deemed
to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders. Each Redemption/Distribution Notice shall be
addressed to each Holder at the address of such Holder appearing in the
books and records of the Trust. No defect in the Redemption/Distribution
Notice or in the mailing of either thereof with respect to any Holder shall
affect the validity of the redemption or exchange proceedings with respect
to any other Holder.

(ii) In the event that fewer than all the outstanding Securities are
to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata
from each Holder of Securities.

(iii) If Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, which notice may only be issued if the
Subordinated Debentures are redeemed as set out in this Section 4 (which
notice will be irrevocable), then (A) with respect to the Preferred
Securities in book-entry form, by 12:00 noon, New York City time, on the
redemption date, the Property Trustee will deposit irrevocably with the
appropriate Clearing Agency or its nominee funds sufficient to pay the
applicable Redemption Price with respect to such Preferred Securities and
will give such Clearing Agency irrevocable instructions and authority to
pay the Redemption Price to the Holders of such Preferred Securities,
provided that the Subordinated Debenture Issuer has deposited with the
Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Subordinated Debentures prior to such time,
and (B) with respect to Preferred Securities issued in definitive form and
Common Securities, the Property Trustee will pay the relevant Redemption
Price to the Holders of such Securities by check mailed to the address of
the relevant Holder appearing on the books and

I-7
<PAGE> 63
records of the Trust on the redemption date, provided that the Subordinated
Debenture Issuer has deposited with the Property Trustee a sufficient
amount of cash in connection with the related redemption or maturity of the
Subordinated Debentures, prior to such mailing. If a
Redemption/Distribution Notice shall have been given and funds deposited
with the Property Trustee on or before the redemption date as required,
then immediately prior to the close of business on the redemption date
Distributions will cease to accrue on the Securities so called for
redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders of such Securities
to receive the Redemption Price, but without interest on such Redemption
Price. Neither the Regular Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have
been so called for redemption. If any date fixed for redemption of
Securities is not a Business Day, then payment of the Redemption Price
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 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 each case with the same force and effect as if made on such date fixed
for redemption. If payment of the Redemption Price in respect of any
Securities is improperly withheld or refused and not paid on the redemption
date either by the Property Trustee or by the Sponsor as guarantor pursuant
to the relevant Securities Guarantee, Distributions on such Securities will
continue to accrue from the original redemption date to the actual 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.

(iv) Redemption/Distribution Notices shall be sent by the Regular
Trustees on behalf of the Trust to (A) in respect of the Preferred
Securities, the Depository or its nominee (or any successor Clearing Agency
or its nominee) if the Global Certificates have been issued or, if
Definitive Preferred Security Certificates have been issued, to the Holders
thereof at their addresses appearing on the books and records of the Trust,
and (B) in respect of the Common Securities to the Holder thereof.

(v) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), provided the acquiror
is not the Holder of the Common Securities or the obligor under the
Indenture, the Sponsor or any of 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.

I-8
<PAGE> 64
5. Voting Rights - Preferred Securities.

(a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

(b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in liquidation amount of the Preferred Securities, voting
separately as a class, may direct the time, method, and place of conducting any
proceeding for any remedy available to the Property Trustee, or exercising any
trust or power conferred upon the Property Trustee under the Declaration,
including (i) directing the time, method, place of conducting any proceeding for
any remedy available to the Subordinated Debenture Trustee, or exercising any
trust or power conferred on the Subordinated Debenture Trustee with respect to
the Subordinated Debentures, (ii) waive any past default and its consequences
that is waivable under Section 6.04 of 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 would require the consent or act of the Holders of
greater than a majority in principal amount of Subordinated Debentures affected
thereby (a "Super Majority"), the Property Trustee may only give such consent or
take such action at the direction of the Holders of at least the proportion in
liquidation amount of the Preferred Securities outstanding which the relevant
Super Majority represents of the aggregate principal amount of the Subordinated
Debentures outstanding. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities. Other than with respect to directing the time, method and place of
conducting any remedy available to the Property Trustee or the Subordinated
Debenture Trustee as set forth above, the Property Trustee shall not take any
action in accordance with the directions of the Holders of the Preferred
Securities under this paragraph unless the Property Trustee has obtained an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action. If the Property Trustee fails to enforce its
rights under the Declaration, any Holder of Preferred Securities may, to the
extent permitted by applicable law, institute a legal proceeding directly
against any Person to enforce the Property Trustee's rights under the
Declaration without first instituting a legal proceeding against the Property
Trustee or any other Person. If an Event of Default occurs that results from the
failure of the Subordinated Debenture Issuer to pay principal of or interest on
the Subordinated Debentures when due, then during the continuance of such Event
of Default each Holder of Preferred Securities may directly institute
proceedings against the Subordinated Debenture Issuer to obtain payment to such
Holder of an amount equal to the principal or interest so defaulted on with
respect to Subordinated Debentures in a principal amount equal to

I-9
<PAGE> 65
the aggregate liquidation amount of the Preferred Securities owned by such
Holder. No Holder of Preferred Securities will be entitled to exercise directly
against the Subordinated Debenture Issuer any other remedy available to the
Property Trustee, as the record holder of the Subordinated Debentures, unless
the Property Trustee first fails to exercise such remedy.

Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular 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 mailed to each Holder of record of Preferred Securities. Each such notice
will include a statement setting forth (i) the date of such meeting or the date
by which such action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
or of such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.

No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Subordinated Debentures in accordance with the Declaration and
the terms of the Securities.

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 the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

6. Voting Rights - Common Securities.

(a) Except as provided under Sections 6(b), (c) and 7 or as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.

(b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

(c) Subject to Section 2.6 of the Declaration and only after all Events
of Default with respect to the Preferred Securities have been cured, waived, or
otherwise eliminated, the Holders of a Majority in liquidation amount of the
Common Securities, voting separately as a class, may direct the time, method,
and place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or

I-10
<PAGE> 66
power conferred upon the Property Trustee under the Declaration, including (i)
directing the time, method, place of conducting any proceeding for any remedy
available to the Subordinated Debenture Trustee, or exercising any trust or
power conferred on the Subordinated Debenture Trustee with respect to the
Subordinated Debentures, (ii) waive any past default and its consequences that
is waivable under Section 6.04 of 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 that, where a consent or action
under the Indenture would require the consent or act of the Holders of a Super
Majority, the Property Trustee may only give such consent or take such action at
the direction of the Holders of at least the proportion in liquidation amount of
the Common Securities outstanding which the relevant Super Majority represents
of the aggregate principal amount of the Subordinated Debentures outstanding.
Notwithstanding any vote pursuant to this Section 6(c), the Property Trustee
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Preferred Securities. Other than with respect to directing the
time, method and place of conducting any remedy available to the Property
Trustee or the Subordinated Debenture Trustee as set forth above, the Property
Trustee shall not take any action in accordance with the directions of the
Holders of the Common Securities under this paragraph unless the Property
Trustee has obtained an opinion of tax counsel to the effect that for the
purposes of United States federal income tax the Trust will not be classified as
other than a grantor trust on account of such action. If the Property Trustee
fails to enforce its rights under the Declaration, any Holder of Common
Securities may, to the extent permitted by applicable law, institute a legal
proceeding directly against any Person to enforce the Property Trustee's rights
under the Declaration, without first instituting a legal proceeding against the
Property Trustee or any other Person.

Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common

I-11
<PAGE> 67
Securities or to distribute the Subordinated Debentures in accordance with the
Declaration and the terms of the Securities.

7. Amendments to Declaration and Indenture.

(a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than under the
circumstances described in Section 8.1 of the Declaration, then the Holders of
outstanding Securities will be entitled to vote on such amendment or proposal
(but not on any other amendment or proposal) and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a
Majority in liquidation amount of the Securities, voting together as a single
class; provided, however, if any amendment or proposal referred to in clause (i)
above would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities.

(b) In the event the consent of the Property Trustee as the holder of
the Subordinated Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Subordinated
Debentures, the Property Trustee shall request the direction of the Holders of
the Securities with respect to such amendment, modification or termination and
shall vote with respect to such amendment, modification or termination as
directed by a Majority in liquidation amount of the Securities voting together
as a single class; provided, however, that where a consent under the Indenture
would require the consent of the holders of a Super Majority, the Property
Trustee may only give such consent at the direction of the Holders of at least
the proportion in liquidation amount of the Securities which the relevant Super
Majority represents of the aggregate principal amount of the Subordinated
Debentures outstanding; provided, further, that the Property Trustee shall not
take any action in accordance with the directions of the Holders of the
Securities under this Section 7(b) unless the Property Trustee has obtained an
opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action.

8. Pro Rata.

A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate

I-12
<PAGE> 68
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default under the Declaration in respect of
the Preferred Securities has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities,
then to each Holder of Common Securities pro rata according to the aggregate
liquidation amount of Common Securities held by the relevant Holder relative to
the aggregate liquidation amount of all Common Securities outstanding.

9. Ranking.

The Preferred Securities rank pari passu, and payment thereon shall be
made Pro Rata, with the Common Securities except that, where an Event of Default
occurs and is continuing under the Indenture in respect of the Subordinated
Debentures held by the Property Trustee, the rights of Holders of the Common
Securities to payment in respect of Distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights to payment of the
Holders of the Preferred Securities.

10. Listing.

The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on the New York Stock Exchange,
Inc.

11. Acceptance of Securities Guarantee and Indenture.

Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

12. No Preemptive Rights.

The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

13. Miscellaneous.

These terms constitute a part of the Declaration.

The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate)
and the Indenture to a Holder without

I-13
<PAGE> 69
charge on written request to the Sponsor at its principal place of business.

I-14
<PAGE> 70
EXHIBIT A-1

FORM OF PREFERRED SECURITY CERTIFICATE

[IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This
Preferred Security is a Global Certificate within the meaning of the Declaration
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depositary") or a nominee of the Depositary. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the 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 hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

Certificate Number Number of Preferred Securities

CUSIP NO. __________

Certificate Evidencing Preferred Securities

Ohio Edison Financing Trust II

_____% Trust Originated Preferred Securities
(liquidation amount $25 per Preferred Security)

A-1-1
<PAGE> 71
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. 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 Declaration of Trust of the Trust
dated as of ___________, 1996, as the same may be amended from time to time (the
"Declaration") including the designation of the terms of Preferred Securities as
set forth in Annex I to the Declaration. The Preferred Securities and the Common
Securities issued by the Trust pursuant to the Declaration represent undivided
beneficial interests in the assets of the Trust, including the Subordinated
Debentures (as defined in the Declaration) issued by Ohio Edison Company, an
Ohio corporation ("Ohio Edison"), to the Trust pursuant to the Indenture
referred to in the Declaration. The Holder is entitled to the benefits of the
Preferred Securities Guarantee Agreement of Ohio Edison dated as of ___________,
1996 (the "Guarantee") to the extent provided therein. The Trust will furnish a
copy of the Declaration, the Guarantee and the Indenture to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

The Holder of this certificate, by accepting his certificate, is deemed
to have (i) agreed to the terms of the Indenture and the Subordinated
Debentures, including that the Subordinated Debentures are subordinate and
junior in right to payment to all Senior Indebtedness (as defined in the
Indenture) as and to the extent provided in the Indenture and (ii) agreed to the
terms of the Guarantee, including that the Guarantee is (x) subordinate and
junior in right to payment to all other liabilities of Ohio Edison, including
the Subordinated Debentures, except those made pari passu or subordinated by
their terms, and (y) 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.

Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

A-1-2
<PAGE> 72
IN WITNESS WHEREOF, the regular trustees of the Trust have executed
this certificate for and on behalf of the Trust.

Dated:

OHIO EDISON FINANCING TRUST II

By:
----------------------------
as Regular Trustee

A-1-3
<PAGE> 73
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM --as tenants in common UNIF GIFT ACT -- ______ Custodian ______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of Under Uniform Gifts to Minors
survivorship and not as tenants Act__________________________
in common (State)

Additional abbreviations may also be used though not in the above list.

A-1-4
<PAGE> 74
---------------------

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this to:

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

- - --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER

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

- - --------------------------------------------------------------------------------
Please print or typewrite name(s) and address(es)
including postal zip code(s), of assignee(s)

and irrevocably appoints
of the Preferred Securities represented by this Certificate

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

- - --------------------------------------------------------------------------------
attorney to transfer such Preferred Securities on the books of the Trust. The
attorney 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)

*IMPORTANT READ CAREFULLY!

The signature(s) to this assignment must correspond with the name(s) as
written upon the face of the certificate in every particular without alteration,
enlargement or change whatsoever. The signature(s) of the person(s) executing
this power must be guaranteed by an eligible guarantor institution which, at the
time of issuing the guarantee, is a member of, or a participant in the medallion
signature guarantee program recognized by the Securities Transfer Association.

A-1-5
<PAGE> 75
EXHIBIT A-2
FORM OF COMMON SECURITY CERTIFICATE

Certificate Number Number of Common Securities

Certificate Evidencing Common Securities
of
Ohio Edison Financing Trust II

_____% Trust Originated Common Securities
(liquidation amount $25 per Common Security)

Ohio Edison Financing Trust II, 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 common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the _____%
Trust Originated Common Securities (liquidation amount $25 per Common Security)
(the "Common Securities"). Subject to Section 9.1 of the Declaration (as
hereinafter defined), the Common Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of ___________, 1996, as the same may
be amended from time to time (the "Declaration"), including the designation of
the terms of the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Common
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Common Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Sponsor at its principal place
of business.

Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Subordinated Debentures as indebtedness and the Common
Securities as evidence of indirect beneficial ownership in the Subordinated
Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this __ day
of _________________, 199_.

OHIO EDISON FINANCING TRUST II

By:
---------------------------
as Regular Trustee

A-2-1
<PAGE> 76
---------------------

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

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

- - --------------------------------------------------------------------------------
(Insert assignee's name and social security or tax identification number)

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

- - --------------------------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints

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

- - --------------------------------------------------------------------------------
agent to transfer this Common 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 Common Security
Certificate)

A-2-2
<PAGE> 77
EXHIBIT B

SPECIMEN OF SUBORDINATED DEBENTURE

B-1
<PAGE> 78
EXHIBIT C

DEALER MANAGER AGREEMENT

C-1
<PAGE> 79
CROSS-REFERENCE TABLE*

Section of
<TABLE>
<CAPTION>
Trust Indenture Act Section of
of 1939, as amended Declaration
- - ------------------- -----------
<S> <C>
310(a)...................................................... 5.3(a)
310(b)...................................................... 5.3(c), 5.3(d)
310(c)...................................................... Inapplicable
311(a)...................................................... 2.2(b)
311(b)...................................................... 2.2(b)
311(c)...................................................... Inapplicable
312(a)...................................................... 2.2(a)
312(b)...................................................... 2.2(b)
313......................................................... 2.3
314(a)...................................................... 2.4
314(b)...................................................... Inapplicable
314(c)...................................................... 2.5
314(d)...................................................... Inapplicable
314(e)...................................................... 1.1, 2.5
314(f)...................................................... Inapplicable
315(a)...................................................... 3.9(b)
315(c)...................................................... 3.9(a)
315(d)...................................................... 3.9(a)
316(a)...................................................... Annex I
316(c)...................................................... 3.6(e)
317(a)...................................................... 3.8(d)
317(b)...................................................... 3.8(h)
</TABLE>
- - ---------------
* This Cross-Reference Table does not constitute part of the Declaration and
shall not affect the interpretation of any of its terms or provisions.
<PAGE> 80
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I
INTERPRETATION AND DEFINITIONS

SECTION 1.1 Definitions............................................... 2

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application.......................... 8
SECTION 2.2 Lists of Holders of Securities............................ 9
SECTION 2.3 Reports by the Property Trustee........................... 9
SECTION 2.4 Periodic Reports to Property Trustee...................... 9
SECTION 2.5 Evidence of Compliance with Conditions
Precedent................................................. 10
SECTION 2.6 Events of Default; Waiver................................. 10
SECTION 2.7 Event of Default; Notice.................................. 12

ARTICLE III

ORGANIZATION

SECTION 3.1 Name...................................................... 12
SECTION 3.2 Office.................................................... 12
SECTION 3.3 Purpose................................................... 13
SECTION 3.4 Authority................................................. 13
SECTION 3.5 Title to Property of the Trust............................ 13
SECTION 3.6 Powers and Duties of the Regular
Trustees.................................................. 14
SECTION 3.7 Prohibition of Actions by the Trust and
the Trustees.............................................. 17
SECTION 3.8 Powers and Duties of the Property
Trustee................................................... 18
SECTION 3.9 Certain Duties and Responsibilities of
the Property Trustee...................................... 20
SECTION 3.10 Certain Rights of the Property Trustee.................... 22
SECTION 3.11 Delaware Trustee.......................................... 24
SECTION 3.12 Execution of Documents.................................... 24
SECTION 3.13 Not Responsible for Recitals or Issuance
of Securities............................................. 24
SECTION 3.14 Duration of Trust......................................... 25
SECTION 3.15 Mergers................................................... 25
SECTION 3.16 May Hold Securities....................................... 26
</TABLE>

i
<PAGE> 81
<TABLE>
<CAPTION>
<S> <C>
ARTICLE IV
SPONSOR

SECTION 4.1 Sponsor's Purchase of Common Securities..................... 27
SECTION 4.2 Responsibilities of the Sponsor............................. 27
SECTION 4.3 Expenses.................................................... 28

ARTICLE V
TRUSTEES

SECTION 5.1 Number of Trustees.......................................... 29
SECTION 5.2 Delaware Trustee............................................ 29
SECTION 5.3 Property Trustee; Eligibility............................... 29
SECTION 5.4 Qualifications of Regular Trustees and
Delaware Trustee Generally.................................. 30
SECTION 5.5 Initial Trustees............................................ 30
SECTION 5.6 Appointment, Removal and Resignation of
Trustees.................................................... 31
SECTION 5.7 Vacancies among Trustees.................................... 32
SECTION 5.8 Effect of Vacancies......................................... 32
SECTION 5.9 Meetings.................................................... 33
SECTION 5.10 Delegation of Power......................................... 33

ARTICLE VI
DISTRIBUTIONS

SECTION 6.1 Distributions............................................... 34

ARTICLE VII
ISSUANCE OF SECURITIES

SECTION 7.1 General Provisions Regarding Securities..................... 34

ARTICLE VIII
TERMINATION OF TRUST

SECTION 8.1 Termination of Trust........................................ 35

ARTICLE IX
TRANSFER OF INTERESTS

SECTION 9.1 Transfer of Securities...................................... 36
SECTION 9.2 Registration of Transfer and Exchange
of Preferred Security Certificates.......................... 37
SECTION 9.3 Deemed Security Holders..................................... 38
SECTION 9.4 Book Entry Interests........................................ 38
SECTION 9.5 Notices to Clearing Agency.................................. 38
SECTION 9.6 Appointment of Successor Clearing
Agency...................................................... 39
SECTION 9.7 Definitive Preferred Security
Certificates................................................ 39
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen
Certificates................................................ 39
SECTION 9.9 Maintenance of Office or Agency............................. 40
SECTION 9.10 Appointment of Paying Agent................................. 40
</TABLE>

ii
<PAGE> 82
<TABLE>
<S> <C>
ARTICLE X
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 Liability...................................... 41
SECTION 10.2 Exculpation.................................... 41
SECTION 10.3 Fiduciary Duty................................. 42
SECTION 10.4 Indemnification................................ 43
SECTION 10.5 Outside Businesses............................. 43

ARTICLE XI
ACCOUNTING

SECTION 11.1 Fiscal Year.................................... 44
SECTION 11.2 Certain Accounting Matters..................... 44
SECTION 11.3 Banking........................................ 45
SECTION 11.4 Withholding.................................... 45

ARTICLE XII
AMENDMENTS AND MEETINGS

SECTION 12.1 Amendments..................................... 45
SECTION 12.2 Meetings of the Holders; Action by
Written Consent................................ 47

ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE
AND DELAWARE TRUSTEE

SECTION 13.1 Representations and Warranties of
Property Trustee............................... 49
SECTION 13.2 Representations and Warranties of
Delaware Trustee............................... 50

ARTICLE XIV
MISCELLANEOUS

SECTION 14.1 Notices........................................ 50
SECTION 14.2 Governing Law.................................. 52
SECTION 14.3 Intention of the Parties....................... 52
SECTION 14.4 Headings....................................... 52
SECTION 14.5 Successors and Assigns......................... 52
SECTION 14.6 Partial Enforceability......................... 52
SECTION 14.7 Counterparts................................... 52

ANNEX I TERMS OF SECURITIES.............................I-1
EXHIBIT A-1 FORM OF PREFERRED SECURITY
CERTIFICATE.................................A-1-1

EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE...........A-2-1
EXHIBIT B SPECIMEN OF SUBORDINATED DEBENTURE..............B-1
EXHIBIT C DEALER MANAGER AGREEMENT........................C-1
</TABLE>

iii

<PAGE> 1
EXHIBIT 4.8

====================================================================

PREFERRED SECURITIES GUARANTEE AGREEMENT

Ohio Edison Company

Dated as of ___________, 1996

====================================================================
<PAGE> 2

PREFERRED SECURITIES GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"), dated
as of ___________, 1996, is executed and delivered by Ohio Edison Company, an
Ohio corporation (the "Guarantor"), and The Bank of New York, a New York banking
corporation, as trustee (the "Preferred Guarantee 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 II, a Delaware statutory
business trust (the "Issuer").

WITNESSETH:

WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of ___________, 1996, among the trustees of the Issuer
named therein, the Guarantor, as sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the date hereof _____________ preferred securities, having an
aggregate liquidation amount of $_____________, designated the ____% Trust
Originated Preferred Securities (the "Preferred Securities");

WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein;

WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Common Securities Guarantee") with substantially identical terms
as this Preferred Securities Guarantee for the benefit of the holders of the
Common Securities (as defined herein), except that if an Indenture Event of
Default (as defined herein), has occurred and is continuing, the rights of
holders of the Common Securities to receive Guarantee Payments under the Common
Securities Guarantee are subordinated to the rights of Holders to receive
Guarantee Payments under this Preferred Securities Guarantee.

NOW, THEREFORE, in consideration of the purchase by each Holder, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor
executes and delivers this Preferred Securities Guarantee for the benefit of the
Holders.
<PAGE> 3
ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions and Interpretation

In this Preferred Securities Guarantee, unless the context
otherwise requires:

(a) Capitalized terms used in this Preferred Securities Guarantee
but not defined in the preamble above have the respective
meanings assigned to them in this Section 1.1;

(b) a term defined anywhere in this Preferred Securities Guarantee
has the same meaning throughout;

(c) all references to "the Preferred Securities Guarantee" or "this
Preferred Securities Guarantee" are to this Preferred
Securities Guarantee as modified, supplemented or amended from
time to time;

(d) all references in this Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this
Preferred Securities Guarantee, unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Preferred Securities Guarantee, unless
otherwise defined in this Preferred Securities Guarantee or
unless the context otherwise requires; and

(f) a reference to the singular includes the plural and vice versa.

"Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

"Business Day" means any day other than a Saturday, Sunday or other
day on which banking institutions in The City of New York, New York are
authorized or required by any applicable law to close.

"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

"Covered Person" means any Holder or beneficial owner of Preferred
Securities.

2
<PAGE> 4
"Event of Default" means a default by the Guarantor on any of
its payment or other obligations under this Preferred Securities Guarantee.

"Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration) that are required to be paid on such Preferred Securities to
the extent the Issuer has funds available therefor, (ii) the redemption price,
including all accrued and unpaid Distributions to the date of redemption (the
"Redemption Price"), to the extent the Issuer has funds available therefor, with
respect to any Preferred Securities called for redemption by the Issuer, and
(iii) upon a voluntary or involuntary dissolution, winding-up or termination of
the Issuer (other than in connection with the distribution of Subordinated Notes
to the Holders in exchange for Preferred Securities as provided in the
Declaration), 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 shall have funds 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"). If an Indenture Event of Default has occurred and is continuing,
the rights of holders of the Common Securities to receive payments under the
Common Securities Guarantee Agreement are subordinated to the rights of Holders
to receive Guarantee Payments.

"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.

"Indemnified Person" means the Preferred Guarantee Trustee, any
Affiliate of the Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives or agents of the
Preferred Guarantee Trustee.

"Indenture" means the Indenture dated as of ___________, 1996, among
the Guarantor and The Bank of New York, as trustee, and the First Supplemental
Indenture thereto pursuant to which certain subordinated debt securities of the
Guarantor are to be issued to the Property Trustee (as defined in the
Declaration).

"Indenture Event of Default" has the same meaning as that given to the
term "Event of Default" in the Indenture.

3
<PAGE> 5
"Majority in liquidation amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by Holder(s), voting separately as a
class, of more than 50% of the liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined) of all Preferred Securities outstanding as of the date of
determination.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers (as defined in the Declaration) of
such Person. Any Officers' Certificate delivered with respect to compliance with
a condition or covenant provided for in this Preferred Securities Guarantee
shall include:

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

(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the
Officers' Certificate;

(c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, 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 a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

"Preferred Guarantee Trustee" means The Bank of New York, until a
Successor Preferred Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Preferred Securities Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee.

"Responsible Officer" means, with respect to the Preferred Guarantee
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 Preferred Guarantee Trustee customarily per-

4
<PAGE> 6
forming 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 that officer's
knowledge of and familiarity with the particular subject.

"Subordinated Notes" means the series of subordinated debt securities
of the Guarantor, designated the ____% Junior Subordinated Debentures Due 2016,
held by the Property Trustee.

"Successor Preferred Guarantee Trustee" means a successor Preferred
Guarantee Trustee possessing the qualifications to act as Preferred Guarantee
Trustee under Section 4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application

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

(b) if and to the extent that any provision of this Preferred
Securities Guarantee 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 2.2 Lists of Holders of Securities

(a) The Guarantor shall provide the Preferred Guarantee Trustee
with a list, in such form as the Preferred Guarantee Trustee may reasonably
require, of the names and addresses of the Holders ("List of Holders") (i) as of
February 15 and August 15 of each year, within one Business Day thereafter, and
(ii) at any other time within 30 days of receipt by the Guarantor of a written
request from the Preferred Guarantee Trustee for a List of Holders, which shall
be as of a date no more than 14 days before such List of Holders is given to the
Preferred Guarantee Trustee; 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 Preferred Guarantee Trustee by
the Guarantor. The Preferred Guarantee Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

5
<PAGE> 7

b) The Preferred Guarantee Trustee shall comply with its
obligations under Section 311(a) of the Trust Indenture Act (subject to the
provisions of Section 311(b) of the Trust Indenture Act) and Section 312(b) of
the Trust Indenture Act.

SECTION 2.3 Reports by the Preferred Guarantee Trustee

Within 60 days after July 31 of each year, commencing with July
31, 1996, the Preferred Guarantee Trustee shall provide to the Holders such
reports as are required by Section 313(a) of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313(a) of the Trust Indenture
Act. The Preferred Guarantee Trustee shall also comply with the requirements of
Section 313(b), 313(c) and 313(d) of the Trust Indenture Act.

SECTION 2.4 Periodic Reports to Preferred Guarantee Trustee

The Guarantor shall provide to the Preferred Guarantee 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.

SECTION 2.5 Evidence of Compliance with Conditions Precedent

The Guarantor shall provide to the Preferred Guarantee Trustee
such evidence of compliance with any conditions precedent, if any, provided for
in this Preferred Securities Guarantee 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 2.6 Events of Default; Waiver

The Holders of a Majority in liquidation amount of the
Securities may, by vote, on behalf of all of the Holders, waive any past Event
of Default and its cosequences. 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 Preferred Securities Guarantee,
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

SECTION 2.7 Events of Default; Notice

(a) The Preferred Guarantee Trustee shall, within 90 days after
the occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notices of all Events of Default known to the Preferred
Guarantee Trustee,

6
<PAGE> 8
unless such defaults have been cured before the giving of such notice; provided,
that the Preferred Guarantee 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 Preferred
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders.

(b) The Preferred Guarantee Trustee shall not be deemed to
have knowledge of any Event of Default unless the Preferred Guarantee Trustee
shall have received written notice, or a Responsible Officer charged with the
administration of the Declaration shall have obtained written notice, of such
Event of Default.

SECTION 2.8 Conflicting Interests

The Declaration shall be deemed to be specifically described
in this Preferred Securities Guarantee for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
PREFERRED GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee

(a) This Preferred Securities Guarantee shall be held by the
Preferred Guarantee Trustee for the benefit of the Holders, and the Preferred
Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any
Person except a Holder exercising his or her rights pursuant to Section 5.4(b)
or to a Successor Preferred Guarantee Trustee on acceptance by such Successor
Preferred Guarantee Trustee of its appointment to act as Successor Preferred
Guarantee Trustee. The right, title and interest of the Preferred Guarantee
Trustee shall automatically vest in any Successor Preferred Guarantee Trustee,
and such vesting (and cessation as to the Preferred Guarantee Trustee) of title
shall be effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Preferred Guarantee
Trustee.

(b) If an Event of Default has occurred and is continuing, the
Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee
for the benefit of the Holders.

(c) The Preferred Guarantee Trustee, before the occurrence of
any Event of Default and after the curing of all Events of Default that may have
occurred, shall undertake to

7
<PAGE> 9
perform only such duties as are specifically set forth in this Preferred
Securities Guarantee, and no implied covenants shall be read into this Preferred
Securities Guarantee against the Preferred Guarantee Trustee. In case an Event
of Default has occurred (that has not been cured or waived pursuant to Section
2.6), the Preferred Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Preferred Securities Guarantee, 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 Preferred Securities Guarantee shall
be construed to relieve the Preferred Guarantee 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 Preferred
Guarantee Trustee shall be determined solely by the express
provisions of this Preferred Securities Guarantee, and the
Preferred Guarantee Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Preferred Securities Guarantee, and no
implied covenants or obligations shall be read into this
Preferred Securities Guarantee against the Preferred Guarantee
Trustee; and

(B) in the absence of bad faith on the part of the
Preferred Guarantee Trustee, the Preferred Guarantee Trustee
may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Preferred Guarantee
Trustee and conforming to the requirements of this Preferred
Securities Guarantee; but in the case of any such certificates
or opinions that by any provision hereof are specifically
required to be furnished to the Preferred Guarantee Trustee,
the Preferred Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they conform to
the requirements of this Preferred Securities Guarantee;

(ii) the Preferred Guarantee Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer of
the Preferred Guarantee Trustee, unless it shall be proved that the
Preferred Guarantee Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;

8
<PAGE> 10
(iii) the Preferred Guarantee 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 not less than a
Majority in liquidation amount of the Securities relating to the time,
method and place of conducting any proceeding for any remedy available
to the Preferred Guarantee Trustee, or exercising any trust or power
conferred upon the Preferred Guarantee Trustee under this Preferred
Securities Guarantee; and

(iv) no provision of this Preferred Securities Guarantee shall
require the Preferred Guarantee 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 Preferred Guarantee 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 Preferred Securities
Guarantee or adequate indemnity against such risk or liability is not
reasonably assured to it.

SECTION 3.2 Certain Rights of Preferred Guarantee Trustee

(a) Subject to the provisions of Section 3.1:

(i) The Preferred Guarantee 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 Preferred Securities Guarantee shall be sufficiently evidenced by
a Direction (as defined in the Declaration) or an Officers'
Certificate.

(iii) Whenever, in the administration of this Preferred
Securities Guarantee, the Preferred Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Preferred Guarantee
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 Preferred Guarantee Trustee shall have no duty to see to
any recording, filing or registration of any

9
<PAGE> 11
instrument (or any rerecording, refiling or reregistration thereof).

(v) The Preferred Guarantee Trustee may consult with counsel of
its selection, and the 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 Preferred Guarantee Trustee
shall have the right at any time to seek instructions concerning the
administration of this Preferred Securities Guarantee from any court of
competent jurisdiction.

(vi) The Preferred Guarantee Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Preferred
Securities Guarantee at the request or direction of any Holder, unless
such Holder shall have provided to the Preferred Guarantee Trustee such
adequate security and indemnity as would satisfy a reasonable person in
the position of the Preferred Guarantee 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 Preferred
Guarantee Trustee; provided that, nothing contained in this Section
3.2(a)(vi) shall be taken to relieve the Preferred Guarantee Trustee,
upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Preferred
Securities Guarantee.

(vii) The Preferred Guarantee 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 Preferred Guarantee
Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.

(viii) The Preferred Guarantee 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 Preferred
Guarantee 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.

10
<PAGE> 12
(ix) Any action taken by the Preferred Guarantee Trustee or its
agents hereunder shall bind the Holders, and the signature of the
Preferred Guarantee Trustee or its agents alone shall be sufficient and
effective to perform any such action. No third party shall be required to
inquire as to the authority of the Preferred Guarantee Trustee to so act
or as to its compliance with any of the terms and provisions of this
Preferred Securities Guarantee, both of which shall be conclusively
evidenced by the Preferred Guarantee Trustee's or its agent's taking such
action.

(x) Whenever in the administration of this Preferred Securities
Guarantee the Preferred Guarantee Trustee shall deem it desirable to
receive instructions with respect to enforcing any remedy or right or
taking any other action hereunder, the Preferred Guarantee Trustee (i) may
request instructions from the Holders of a Majority in liquidation amount
of the Securities, (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.

(b) No provision of this Preferred Securities Guarantee shall
be deemed to impose any duty or obligation on the Preferred Guarantee 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 Preferred Guarantee 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 Preferred Guarantee Trustee shall be construed to be a duty.

SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee

The recitals contained in this Preferred Securities Guarantee shall be
taken as the statements of the Guarantor, and the Preferred Guarantee Trustee
does not assume any responsibility for their correctness. The Preferred
Guarantee Trustee makes no representation as to the validity or sufficiency of
this Preferred Securities Guarantee.

ARTICLE IV
PREFERRED GUARANTEE TRUSTEE

SECTION 4.1 Preferred Guarantee Trustee; Eligibility

(a) There shall at all times be a Preferred Guarantee Trustee
which shall:

11
<PAGE> 13
(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), 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 4.1(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 Preferred Guarantee Trustee shall cease to
be eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee
shall immediately resign in the manner and with the effect set out in Section
4.2(c).

(c) If the Preferred Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

SECTION 4.2 Compensation and Reimbursement

The Guarantor agrees:

(a) to pay the Preferred Guarantee Trustee from time to time such
reasonable compensation as the Guarantor and the Preferred Guarantee 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
Preferred Guarantee Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Preferred Guarantee Trustee
in accordance with the provisions of the Preferred Securities 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

12
<PAGE> 14
(c) to indemnify each of the Preferred Guarantee Trustee and any
predecessor Preferred Guarantee 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 Preferred Guarantee Trustee)
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance of the administration of this Preferred
Securities Guarantee, 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 Preferred Guarantee Trustee shall have a lien prior to
the Securities upon all the property and funds held or collected by the
Preferred Guarantee Trustee as such, except funds held in trust for the payment
of principal of, and premium (if any) or interest on, particular obligations of
the Guarantor under this Guarantee Agreement.

The provisions of this Section shall survive the termination of this
Preferred Securities Guarantee.

SECTION 4.3 Appointment, Removal and Resignation of Preferred Guarantee
Trustees

(a) Subject to Section 4.3(b), unless an Event of Default shall have
occurred and be continuing the Preferred Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

(b) The Preferred Guarantee Trustee shall not be removed in
accordance with Section 4.3(a) until a Successor Preferred Guarantee Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.

(c) The Preferred Guarantee Trustee appointed to office shall hold
office until a Successor Preferred Guarantee Trustee shall have been appointed
or until its removal or resignation. The Preferred Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing executed by the Preferred Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Preferred
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Preferred Guarantee Trustee and
delivered to the Guarantor and the resigning Preferred Guarantee Trustee.

(d) If no Successor Preferred Guarantee Trustee shall have been
appointed and accepted appointment as provided in this

13
<PAGE> 15
Section 4.3 within 60 days after delivery to the Guarantor of an instrument of
resignation, the resigning Preferred Guarantee Trustee may petition any court of
competent jurisdiction for appointment of a Successor Preferred Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Preferred Guarantee Trustee.

(e) The Guarantor shall give notice of each resignation and each
removal of the Preferred Guarantee 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 Preferred Guarantee Trustee and
the address of its Corporate Trust Office.

ARTICLE V
GUARANTEE

SECTION 5.1 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, right of
set-off or counterclaim that 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 5.2 Waiver of Notice and Demand

The Guarantor hereby waives notice of acceptance of this Preferred
Securities Guarantee 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 5.3 Obligations Not Affected

The obligations, covenants, agreements and duties of the Guarantor
under this Preferred Securities Guarantee 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 express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

14
<PAGE> 16
(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 or other sum payable that results from the
extension of any interest payment period on the Subordinated Notes 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 5.3 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 5.4 Rights of Holders

(a) The Guarantor expressly acknowledges that: (i) this Preferred
Securities Guarantee will be deposited with the Preferred Guarantee Trustee to
be held for the benefit of the Holders; (ii) the Preferred Guarantee Trustee has
the right to enforce the Preferred Securities Guarantee on behalf of the
Holders; and (ii) the Holders of a Majority in liquidation amount of the
Securities have the right to direct the time, method and place of conducting of
any proceeding for any remedy available to the Preferred Guarantee Trustee in
respect of this Preferred Securities Guarantee or exercising any trust or power
conferred

15
<PAGE> 17
upon the Preferred Guarantee Trustee under this Preferred Securities
Guarantee.

(b) If the Preferred Guarantee Trustee fails to enforce this
Preferred Securities Guarantee, any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Preferred
Securities Guarantee, without first instituting a legal proceeding against the
Issuer, the Preferred Guarantee Trustee or any other Person.

(c) Notwithstanding subsection 5.4(b), any Holder may directly
institute proceedings against the Guarantor to obtain Guarantee Payments in
respect of the Preferred Securities owned by such Holder, without first waiting
to determine if the Preferred Guarantee Trustee has enforced this Preferred
Securities Guarantee or first instituting a legal proceeding against the Issuer,
the Preferred Guarantee Trustee or any other Person.

SECTION 5.5 Guarantee of Payment

This Preferred Securities Guarantee creates a guarantee of payment and
not of collection.

SECTION 5.6 Subrogation

The Guarantor shall be subrogated to all (if any) rights of the
Holders against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Preferred Securities Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Preferred Securities Guarantee, if, at the time
of any such payment, any amounts are due and unpaid under this Preferred
Securities Guarantee. 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 5.7 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 Preferred
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 5.3 hereof.

16
<PAGE> 18
ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions

(a) So long as any Preferred Securities remain outstanding, if
there shall have occurred an Event of Default or Indenture Event of Default,
then (i) the Guarantor shall not declare or pay any dividend on, or make any
distribution with respect to, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of its capital stock, (ii) the Guarantor shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities issued by the Guarantor which rank pari
passu with or junior to the Subordinated Notes and (iii) the Guarantor shall not
make any guarantee payments with respect to any of the foregoing.

(b) Notwithstanding subsection 6.1(a)(i) or any other language to
the contrary contained in this Preferred Securities Guarantee, nothing shall
prevent the Guarantor from paying stock dividends where the dividend stock is
the same as that on which the dividend is paid.

SECTION 6.2 Ranking

This Preferred Securities Guarantee constitutes an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to all other liabilities of the Guarantor, (ii) pari passu with the most
senior preferred or preference stock issued by the Guarantor from time to time
and with any guarantee now or hereafter entered into by the Guarantor in respect
of any preferred or preference stock of any subsidiary or Affiliate of the
Guarantor, and (iii) senior to the Guarantor's common stock. Nothing in this
Section 6.01 shall apply to claims of, or payments to, the Preferred Guarantee
Trustee under or pursuant to Section 4.2 hereof.

ARTICLE VII
TERMINATION

SECTION 7.1 Termination

This Preferred Securities Guarantee shall terminate upon the earliest
to occur of (i) the full payment of the Redemption Price of all Preferred
Securities, (ii) the distribution of Subordinated Notes to all of the Holders or
(iii) full payment of the amounts payable in accordance with the Declaration
upon liquidation of the Issuer. Notwithstanding the foregoing, this Preferred
Securities Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any

17
<PAGE> 19
time any Holder must restore payment of any sums paid under the Preferred
Securities or under this Preferred Securities Guarantee.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1 Exculpation

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this
Preferred Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Preferred Securities Guarantee or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omission.

(b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions, the Redemption Price or the
Liquidation Distribution to Holders might properly be paid.

SECTION 8.2 Indemnification

(a) To the fullest extent permitted by applicable law, the
Guarantor shall indemnify and hold harmless each Indemnified Person from and
against any loss, damage or claim incurred by such Indemnified Person by reason
of any act or omission performed or omitted by such Indemnified Person in good
faith in accordance with this Preferred Securities Guarantee and in a manner
such Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person in accordance with this Preferred
Securities Guarantee, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified

18
<PAGE> 20
Person by reason of negligence or willful misconduct with respect to such acts
or omissions.

(b) To the fullest extent permitted by applicable law, expenses
(including legal fees and expenses) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding (whether such claim,
demand, action, suit or proceeding arises between the parties hereto or results
from suits involving third parties) shall, from time to time, be advanced by the
Guarantor prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Guarantor of an undertaking by or on behalf of
the Indemnified Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified as authorized in Section
8.2(a).

ARTICLE IX
MISCELLANEOUS

SECTION 9.1 Successors and Assigns

All guarantees and agreements contained in this Preferred Securities
Guarantee 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.

SECTION 9.2 Amendments

Except with respect to any changes that do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Preferred Securities Guarantee may only be amended with the prior approval of
the Holders of at least a Majority in liquidation amount of the Securities. The
provisions of Section 12.2 of the Declaration with respect to meetings of
Holders of the Securities apply to the giving of such approval.

SECTION 9.3 Notices

All notices provided for in this Preferred Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

(a) If given to the Preferred Guarantee Trustee, at the Preferred
Guarantee Trustee's mailing address set forth below

19
<PAGE> 21
(or such other address as the Preferred Guarantee Trustee may give notice of to
the Holders):

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10256
Attention: Corporate Trust Trustee Administration

(b) If given to the Guarantor, at the Guarantor's mailing address
set forth below (or such other address as the Guarantor may give notice of to
the Holders):

Ohio Edison Company
76 South Main Street
Akron, Ohio 44308
Attention: Treasurer

SECTION 9.4 Benefit

This Preferred Securities Guarantee is solely for the benefit of the
Holders and, subject to Section 3.1(a), is not separately transferable from the
Preferred Securities.

20
<PAGE> 22
SECTION 9.5 Governing Law

THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

SECTION 9.6 No Recourse Against Certain Persons.

No past, present or future director, officer, employee or stockholder,
as such, of the Guarantor or any successor thereof shall have any liability for
any obligations of the Guarantor under this Preferred Securities Guarantee or
for any claim based on, in respect of, or by reason of, such obligations or
their creation and all such liability is hereby waived and released. Such waiver
and release are part of the consideration for the issue of this Preferred
Securities Guarantee and the Preferred Securities.

21
<PAGE> 23
THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year
first above written.

OHIO EDISON COMPANY, as
Guarantor

By:
----------------------------
Name:
Title:

THE BANK OF NEW YORK, as
Preferred Guarantee Trustee

By:
----------------------------
Name:
Title:

22
<PAGE> 24

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions and Interpretation.............................. 2

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application............................ 5
SECTION 2.2 Lists of Holders of Securities.............................. 5
SECTION 2.3 Reports by the Preferred Guarantee
Trustee..................................................... 6
SECTION 2.4 Periodic Reports to Preferred Guarantee
Trustee..................................................... 6
SECTION 2.5 Evidence of Compliance with Conditions
Precedent................................................... 6
SECTION 2.6 Events of Default; Waiver................................... 6
SECTION 2.7 Events of Default; Notice................................... 6
SECTION 2.8 Conflicting Interests....................................... 7

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
PREFERRED GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Preferred
Guarantee Trustee........................................... 7
SECTION 3.2 Certain Rights of Preferred Guarantee
Trustee..................................................... 9
SECTION 3.3 Not Responsible for Recitals or Issuance
of Guarantee................................................ 11

ARTICLE IV
PREFERRED GUARANTEE TRUSTEE

SECTION 4.1 Preferred Guarantee Trustee;
Eligibility................................................. 11
SECTION 4.2 Compensation and Reimbursement.............................. 12
SECTION 4.3 Appointment, Removal and
Resignation of Preferred Guarantee
Trustees.................................................... 13

ARTICLE V
GUARANTEE
<PAGE> 25
SECTION 5.1 Guarantee................................................... 14
SECTION 5.2 Waiver of Notice and Demand................................. 14
SECTION 5.3 Obligations Not Affected.................................... 14
SECTION 5.4 Rights of Holders........................................... 15
SECTION 5.5 Guarantee of Payment........................................ 16
SECTION 5.6 Subrogation................................................. 16
SECTION 5.7 Independent Obligations..................................... 16

ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions.................................. 17
SECTION 6.2 Ranking..................................................... 17

ARTICLE VII
TERMINATION

SECTION 7.1 Termination................................................. 17

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1 Exculpation................................................. 18
SECTION 8.2 Indemnification............................................. 18

ARTICLE IX
MISCELLANEOUS

SECTION 9.1 Successors and Assigns...................................... 19
SECTION 9.2 Amendments.................................................. 19
SECTION 9.3 Notices..................................................... 19
SECTION 9.4 Benefit..................................................... 20
SECTION 9.5 Governing Law............................................... 21
SECTION 9.6 No Recourse Against Certain Persons......................... 21

<PAGE> 1
EXHIBIT 5.1

March 5, 1996

Ohio Edison Company
76 South Main Street
Akron, OH 44308

and

Ohio Edison Financing Trust II
76 South Main Street
Akron, OH 44308

Re: Registration Statement on Form S-4

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-4 (the "Registration
Statement") to register under the Securities Act of 1933, as amended (the
"Act"), up to $90,000,000 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 3,600,000 preferred securities (the "Preferred
Securities") to be issued by Ohio Edison Financing Trust II, a Delaware
statutory business trust sponsored by the Company (the "Trust") and created by
a declaration of trust dated as of March 1, 1996 (the "Original Declaration")
which is to be amended and restated by an amended and restated declaration of
trust agreement (together with the Original Declaration, the "Declaration")
providing for the issuance and exchange of the Preferred Securities in
connection with the offer by the Trust to exchange such Preferred Securities
for up to 3,600,000 outstanding shares of 7.75% Class A Preferred Stock ("Class
A Shares") of Ohio Edison, and the related guarantee to be delivered
concurrently therewith by Ohio Edison and The Bank of New York, as Trustee
under the preferred securities 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 existence of the Company and the Trust under the
laws of the States of Ohio and Delaware; (iv) the Indenture and the First
Supplemental Indenture, in substantially the forms filed as
<PAGE> 2
Ohio Edison Company
and -2-
Ohio Edison Financing Trust II March 5, 1996

Exhibits 4.1 and 4.2, respectively, to the Registration Statement; (v) the
Guarantee, in substantially the form filed as Exhibit 4.8 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
Declaration, in substantially the form filed as Exhibits 4.3 and 4.5 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
Declaration 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 Declaration, 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 Declaration, 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 Declaration and
(ii) the terms of issuance of the Preferred Securities and the authorized
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.

<PAGE> 3
Ohio Edison Company
and -3-
Ohio Edison Financing Trust II March 5, 1996

3. Subject to clauses (i) and (ii) of paragraph 2 above,
the Subordinated Debentures, when issued 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 Declaration 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 name under the caption
"Legal Matters" 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.

<PAGE> 4
Ohio Edison Company
and -4-
Ohio Edison Financing Trust II March 5, 1996

Very truly yours,

Anthony J. Alexander
Senior Vice President &
General Counsel of Ohio
Edison Company

<PAGE> 1
EXHIBIT 5.2

[Letterhead of Richards, Layton & Finger]

March 6, 1996

Ohio Edison Financing Trust II
c/o Ohio Edison Company
76 South Main Street
Akron, OH 44308
Attn: Treasurer

Re: Ohio Edison Financing Trust II

Ladies and Gentlemen:

We have acted as special Delaware counsel for Ohio Edison
Company, an Ohio corporation (the "Company"), and Ohio Edison Financing Trust
II, 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 as of
March 1, 1996 (the "Certificate"), as filed in the office of the Secretary of
State of the State of Delaware (the "Secretary of State") on March 5, 1996;

(b) The Declaration of Trust of the Trust, dated as of
March __, 1996, among the Company, as Sponsor, and the trustees of the Trust
named therein;

(c) The Registration Statement (the "Registration
Statement") on Form S-4, including a preliminary prospectus (the "Prospectus")
relating to the Offer and the __% Trust Originated Preferred Securities of the
Trust representing preferred undivided beneficial interests in the assets of
the Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as proposed to be filed by the Company and the
<PAGE> 2
Ohio Edison Financing Trust II
March 6, 1996
Page 2

Trust with the Securities and Exchange Commission on or about March 6, 1996;

(d) A form of Amended and Restated Declaration of Trust
of the Trust, to be entered into among the Company, as Sponsor, the trustees of
the Trust named therein, and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust (including Annex I and Exhibits
A-1 and A-2 thereto) (the "Trust Agreement"), attached as an exhibit to the
Registration Statement; and

(e) A Certificate of Good Standing for the Trust, dated
March 6, 1996, 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 paragraph (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraph (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) that 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
creation or 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 creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us,

<PAGE> 3
Ohio Edison Financing Trust II
March 6, 1996
Page 3

(iv) that each of the parties to the documents examined by us has the power and
authority 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 Security Certificate for such
Preferred Security and the acceptance by the Trust of the Class A Preferred
Stock of the Company validly tendered for such Preferred Security pursuant to
the Offer, in accordance with the Trust Agreement and the Registration
Statement, and (vii) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Trust Agreement and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its 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 Business Trust Act.

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

<PAGE> 4
Ohio Edison Financing Trust II
March 6, 1996
Page 4

Security Holders may be obligated to make payments as set forth in the Trust
Agreement.

We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" 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.

Very truly yours,

<PAGE> 1

EXHIBIT 8

March __, 1996

Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

Ohio Edison Financing Trust II
c/o Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

Re: Ohio Edison Financing Trust II
___% Trust Originated Preferred Securities

Ladies and Gentlemen:

As counsel to Ohio Edison Company (the "Company") and Ohio Edison
Financing Trust II (the "Issuer"), we have assisted in the preparation of the
prospectus (the "Prospectus") that forms a part of the registration statement
on Form S-4 (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"), in connection with the Issuer's offer (the
"Offer") to exchange up to 3,600,000 of its __% Trust Originated Preferred
Securities (the "Preferred Securities") for a like number of shares of its
outstanding 7.75% Class A Preferred Stock, $25 par value (the "Class A
Shares"), and the issuance of a like aggregate principal amount of ___% Junior
Subordinated Debentures Due 2016, 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 Declaration of Trust among the Company, as Sponsor, 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 Preferred
Securities Guarantee Agreement
<PAGE> 2
between the Company, as Guarantor, and The Bank of New York, as Preferred
Guarantee Trustee.

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 "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
"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,

<PAGE> 1
EXHIBIT 12
Page 1

OHIO EDISON COMPANY
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN REGULATION S-K
Income before extraordinary items .................................... $264,823 $276,986 $ 24,523 $303,531 $317,241
Interest and other charges, before reduction for amounts capitalized.. 324,017 296,292 285,169 283,849 273,719
Provision for income taxes ........................................... 173,725 147,407 32,431 188,886 199,307
Interest element of rentals charged to income (a) .................... 125,777 117,224 104,700 108,463 111,534
-------- -------- -------- -------- --------
Earnings as defined .................................................. $888,342 $837,909 $446,823 $884,729 $901,801
======== ======== ======== ======== ========

FIXED CHARGES AS DEFINED IN REGULATION S-K:

Interest on long-term debt ........................................... $288,599 $275,835 $262,861 $259,554 $243,570
Other interest expense ............................................... 27,696 13,958 16,445 18,931 22,944
Subsidiaries' preferred stock dividend requirements .................. 7,722 6,499 5,863 5,364 7,205
Adjustment to subsidiaries' preferred stock dividends
to state on a pre-income tax basis .................................. 5,018 3,420 7,659 3,294 2,956
Interest element of rentals charged to income (a) .................... 125,777 117,224 104,700 108,463 111,534
-------- -------- -------- -------- --------
Fixed charges as defined ............................................. $454,812 $416,936 $397,528 $395,606 $388,209
======== ======== ======== ======== ========
CONSOLIDATED RATIO OF EARNINGS TO FIXED
CHARGES (b) ........................................................ 1.95 2.01 1.12 2.24 2.32
======== ======== ======== ======== ========
</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 $13,298,000, $9,762,000, $8,565,000,
$7,424,000 and $6,315,000 for each of the five years ended December 31,
1995, respectively.
<PAGE> 2
EXHIBIT 12
Page 2

OHIO EDISON COMPANY

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES PLUS PREFERRED AND
PREFERENCE STOCK DIVIDEND REQUIREMENTS (PRE-INCOME TAX BASIS)

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN REGULATION S-K:
Income before extraordinary items .................................. $264,823 $276,986 $ 24,523 $303,531 $317,241
Add-
Interest and other charges, before reduction for amounts
capitalized .................................................... 324,017 296,292 285,169 283,849 273,719
Provision for income taxes ....................................... 173,725 147,407 32,431 188,886 199,307
Interest element of rentals charged to income (a) ................ 125,777 117,224 104,700 108,463 111,534
-------- -------- -------- -------- --------
Earnings as defined ........................................... $888,342 $837,909 $446,823 $884,729 $901,801
======== ======== ======== ======== ========

FIXED CHARGES AS DEFINED IN REGULATION S-K PLUS PREFERRED
AND PREFERENCE STOCK DIVIDEND REQUIREMENTS
(PRE-INCOME TAX BASIS):
Interest on long-term debt ......................................... $288,599 $275,835 $262,861 $259,554 $243,570
Other interest expense ............................................. 27,696 13,958 16,445 18,931 22,944
Preferred and preference stock dividend requirements ............... 32,476 30,425 29,570 27,043 29,699
Adjustment to preferred and preference stock dividends
to state on a pre-income tax basis ................................ 20,887 15,854 38,265 16,444 16,745
Interest element of rentals charged to income (a) .................. 125,777 117,224 104,700 108,463 111,534
-------- -------- -------- -------- --------
Fixed charges as defined plus preferred and
preference stock dividend requirements
(pre-income tax basis) ........................................ $495,435 $453,296 $451,841 $430,435 $424,492
======== ======== ======== ======== ========

CONSOLIDATED RATIO OF EARNINGS TO FIXED
CHARGES (b) ........................................................ 1.79 1.85 0.99(c) 2.06 2.12
======== ======== ======== ======== ========
</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.

(c) Earnings as defined were deficient in 1993 by $5,018,000 to cover fixed
charges plus preferred stock dividend requirements (pre-income tax basis).

<PAGE> 1
EXHIBIT 15

March 5, 1996

Ohio Edison Company and
Ohio Edison Financing Trust II:

We are aware that Ohio Edison Company and Ohio Edison
Financing Trust II have incorporated by reference in this Registration
Statement, Ohio Edison Company's Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995 which include our reports dated May
4, 1995, August 2, 1995 and November 3, 1995, respectively, covering the
unaudited interim consolidated financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, those reports are not
considered a part of this Registration Statement prepared or certified by our
firm or reports 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
and February 8, 1996, incorporated by reference or included in Ohio Edison
Company's Annual Report on Form 10-K for the year ended December 31, 1994 and
Ohio Edison's Current Report on Form 8-K dated February 23, 1996, and to all
references to our Firm included in this Registration Statement.

ARTHUR ANDERSEN LLP

Cleveland, Ohio
March 5, 1996

<PAGE> 1
EXHIBIT 24.1

February 20, 1996

POWER OF ATTORNEY

H. P. Burg
N. C. Ashcom
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 II (the "Issuer") propose to file with the Securities and Exchange
Commission a registration statement or registration statements on Form S-4
under the Securities Act of 1933 with respect to the issuance of ___% Trust
Originated Preferred Securities by the Issuer and the issuance of ___% Junior
Subordinated Debentures Due 2016 by the Company to the Issuer in connection
with an exchange offer for outstanding shares of the Company's 7.75% Class A
Preferred Stock.
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,

/s/ WILLARD R. HOLLAND /s/ CAROL A. CARTWRIGHT
WILLARD R. HOLLAND CAROL A. CARTWRIGHT

/s/ DONALD C. BLASIUS /s/ ROBERT L. LOUGHHEAD
DONALD C. BLASIUS ROBERT 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. PETER BURG
JESSE T. WILLIAMS, SR. H. PETER BURG

/s/ RUSSELL W. MAIER
RUSSELL W. MAIER

-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)

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)

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

OHIO EDISON COMPANY
(Exact name of obligor as specified in its charter)

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)

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

Ohio Edison Company [ ]% Junior Subordinated Debentures Due 2016*
(Title of the indenture securities)

- - ----------------
*Specific title to be determined in connection with sale of Junior
Subordinated Debentures Due 2016.

<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.

- - --------
*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 4th day of March, 1996.

THE BANK OF NEW YORK

By: /s/ LUCILLE FIRRINCIELI
-------------------------
Lucille Firrincieli
Assistant Vice President

- 2 -
<PAGE> 4
EXHIBIT 7
(Page 1 of 3)

Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286

<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
- - ------ --------------

<S> <C>
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin ................... $ 1,736,715
Interest-bearing balances ................. 891,776
Securities:
Held-to-maturity securities ............... 1,326,964
Available-for-sale securities ............. 1,690,688
Federal funds sold in domestic
offices of the bank ....................... 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ....................... 27,623,140
LESS: Allowance for loan and
lease losses......................528,419
Loans and leases, net of unearned
income and allowance .................. 27,094,721
Assets held in trading accounts ............. 1,002,519
Premises and fixed assets (including
capitalized leases) ....................... 609,515
Other real estate owned ..................... 72,559
Investments in unconsolidated subsid-
iaries and associated companies ........... 211,296
Customers' liability to this bank on
acceptances outstanding ................... 894,050
Intangible assets ........................... 103,081
Other assets ................................ 1,193,025
-----------
Total assets ................................ $40,131,698
===========
</TABLE>

<PAGE> 5
EXHIBIT 7
(Page 2 of 3)

<TABLE>
LIABILITIES
- - -----------

<S> <C>
Deposits:
In domestic offices ................................................ $ 18,120,409
Noninterest-bearing ...................................... 6,529,790
Interest-bearing ........................................ 11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ................................... 10,327,057
Noninterest-bearing ..........................................58,060
Interest-bearing ........................................ 10,268,997
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsid-
iaries, and in IBFs:
Federal funds purchased ............................................ 2,479,694
Securities sold under agreements
to repurchase .................................................... 27,450
Demand notes issued to the U.S.
Treasury ........................................................... 197,998
Trading liabilities .................................................. 631,973
Other borrowed money:
With original maturity of one year or less ......................... 1,339,183
With original maturity of more than
one year ......................................................... 120,863
Bank's liability on acceptances
executed and outstanding ......................................... 899,417
Subordinated notes and debentures .................................... 1,053,860
Other liabilities .................................................... 1,554,647
------------
Total liabilities .................................................... 36,752,551
------------

EQUITY CAPITAL
- - --------------

Common stock ......................................................... 942,284
Surplus .............................................................. 525,666
Undivided profits and capital
reserves ........................................................... 1,911,248
Net unrealized holding gains (losses)
on available-for-sale securities ................................... 4,994
Cumulative foreign currency
translation adjustments ............................................ (5,045)
------------
Total equity capital ................................................. 3,379,147
------------
Total liabilities and equity capital ................................. $ 40,131,698
============
</TABLE>

<PAGE> 6
EXHIBIT 7
(Page 3 of 3)

I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

Robert E. Keilman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )

<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)

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)

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

OHIO EDISON FINANCING TRUST II
(Exact name of obligor as specified in its charter)

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)

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

Ohio Edison Financing Trust II [ ]% Trust Originated Preferred Securities*
(Title of the indenture securities)

- - ----------
*Specific title to be determined in connection with sale of Ohio Edison
Financing Trust II Trust Originated Preferred 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.

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.

- - ----------
*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 4th day of March, 1996.

THE BANK OF NEW YORK

By: /s/ LUCILLE FIRRINCIELI
----------------------------
Lucille Firrincieli
Assistant Vice President

- 2 -
<PAGE> 4
EXHIBIT 7
(Page 1 of 3)

Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1995, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
- - ------ --------------
<S> <C>
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,736,715
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 891,776
Securities:
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,326,964
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,690,688
Federal funds sold in domestic
offices of the bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income. . . . . . . 27,623,140
LESS: Allowance for loan and
lease losses. . . . . . 528,419
Loans and leases, net of unearned
income and allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,094,721
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,002,519
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609,515
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,559
Investments in unconsolidated subsid-
iaries and associated companies . . . . . . . . . . . . . . . . . . . . . . . . . . 211,296
Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 894,050
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,081
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,193,025
-----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40,131,698
===========
</TABLE>
<PAGE> 5
EXHIBIT 7
(Page 2 of 3)
<TABLE>
LIABILITIES
- - -----------
Deposits:

<S> <C>
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,120,409
Noninterest-bearing. . .6,529,790
Interest-bearing. . . .11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . . . . . . . . . . . . 10,327,057
Noninterest-bearing. . . . 58,060
Interest-bearing. . . .10,268,997
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsid-
iaries, and in IBFs:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,479,694
Securities sold under agreements
to repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,450
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197,998
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 631,973
Other borrowed money:
With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . . 1,339,183
With original maturity of more than
one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,863
Bank's liability on acceptances
executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899,417
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,053,860
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,554,647
-----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,752,551
-----------

EQUITY CAPITAL
- - --------------
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 942,284
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,666
Undivided profits and capital
reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,911,248
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,994
Cumulative foreign currency
translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( 5,045)
-----------
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,379,147
-----------
Total liabilities and equity capital . . . . . . . . . . . . . . . . . . . . . . . . . $40,131,698
===========
</TABLE>
<PAGE> 6
EXHIBIT 7
(Page 3 of 3)

J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )

<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)

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)

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

OHIO EDISON COMPANY

(Exact name of obligor as specified in its charter)

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)

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

Ohio Edison Company Guarantee with respect to
Ohio Edison Financing Trust II [ ]% Trust Originated Preferred Securities*
(Title of the indenture securities)

- - ----------------
*Specific title to be determined in connection with sale of Ohio Edison
Financing Trust II Trust Originated Preferred 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.)

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.

<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: /s/ LUCILLE FIRRINCIELI
---------------------
Lucille Firrincieli
Assistant Vice President

- 2 -
<PAGE> 4
EXHIBIT 7
(Page 1 of 3)

Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286

<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
- - ------ ------------

<S> <C>
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin ........................................ $ 1,736,715
Interest-bearing balances ...................................... 891,776
Securities:
Held-to-maturity securities .................................... 1,326,964
Available-for-sale securities .................................. 1,690,688
Federal funds sold in domestic
offices of the bank ............................................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ...................................... 27,623,140
LESS: Allowance for loan and
lease losses................................. 528,419
Loans and leases, net of unearned
income and allowance ....................................... 27,094,721
Assets held in trading accounts .................................. 1,002,519
Premises and fixed assets (including
capitalized leases) ............................................ 609,515
Other real estate owned .......................................... 72,559
Investments in unconsolidated subsid-
iaries and associated companies ................................ 211,296
Customers' liability to this bank on
acceptances outstanding ........................................ 894,050
Intangible assets ................................................ 103,081
Other assets ..................................................... 1,193,025
-----------
Total assets ..................................................... $40,131,698
===========
</TABLE>

<PAGE> 5
EXHIBIT 7
(Page 2 of 3)

<TABLE>

<S> <C>
LIABILITIES
- - -----------
Deposits:
In domestic offices .................................................. $ 18,120,409
Noninterest-bearing ................................ 6,529,790
Interest-bearing ................................... 11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ..................................... 10,327,057
Noninterest-bearing ................................ 58,060
Interest-bearing ................................... 10,268,997
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsid-
iaries, and in IBFs:
Federal funds purchased .............................................. 2,479,694
Securities sold under agreements
to repurchase ...................................................... 27,450
Demand notes issued to the U.S. ........................................
Treasury ............................................................. 197,998
Trading liabilities .................................................... 631,973
Other borrowed money:
With original maturity of one year or less ........................... 1,339,183
With original maturity of more than
one year ........................................................... 120,863
Bank's liability on acceptances
executed and outstanding ........................................... 899,417
Subordinated notes and debentures ...................................... 1,053,860
Other liabilities ...................................................... 1,554,647
------------
Total liabilities ...................................................... 36,752,551
------------

EQUITY CAPITAL
- - --------------
Common stock ........................................................... 942,284
Surplus ................................................................ 525,666
Undivided profits and capital
reserves ............................................................. 1,911,248
Net unrealized holding gains (losses)
on available-for-sale securities ..................................... 4,994
Cumulative foreign currency
translation adjustments .............................................. (5,045)
------------
Total equity capital ................................................... 3,379,147
------------
Total liabilities and equity capital ................................... $ 40,131,698
============
</TABLE>

<PAGE> 6
EXHIBIT 7
(Page 3 of 3)

J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )

<PAGE> 1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

To Tender Shares of 7.75% Class A Preferred Stock,
$25 par value per share (CUSIP 677347 76 7),
(the "Class A Shares"),
of
Ohio Edison Company

Pursuant to the offer by Ohio Edison Financing Trust II to exchange
its [___]% Trust Originated Preferred Securities(SM) ("TOPrS(SM)")
for up to 3,600,000 outstanding Class A Shares

The Offer, Proration Period
and Withdrawal Rights Will Expire
at 12:00 Midnight, New York City Time, on [___________], 1996,
Unless the Offer is Extended.

The Exchange Agent for the Offer is:

THE BANK OF NEW YORK

By Mail: By Hand:

Tender and Exchange Department Tender and Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286

By Overnight Courier: By Facsimile Transmission:
(for Eligible Institutions Only)

Tender and Exchange Department (212) 815-6213
101 Barclay Street
Receive and Deliver Window For Information Call:
New York, New York 10286
(800) 507-9357)
<PAGE> 2
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Subject to the terms and conditions set forth in the
Prospectus and herein, Ohio Edison Financing Trust II (the "Trust") will accept
for exchange up to 3,600,000 Class A Shares validly tendered and not withdrawn.

This Letter of Transmittal is to be completed by holders of
Class A Shares, either (i) if certificates for Class A Shares are to be
forwarded herewith or (ii) unless an Agent's Message (as defined in the
accompanying Prospectus of Ohio Edison Company ("Ohio Edison") and the Trust
(as amended or supplemented (including documents incorporated by reference),
the "Prospectus")) is utilized, if tenders of Class A Shares are to be made by
book-entry transfer into the account of The Bank of New York, as Exchange Agent
(the "Exchange Agent"), at The Depository Trust Company and Philadelphia
Depository Trust Company (together, the "Depository Institutions") pursuant to
the procedures described under "The Offer -- Procedures for Tendering" in the
Prospectus. Holders of Class A Shares who tender Class A Shares by book-entry
transfer are referred to herein as "Book-Entry Shareholders."

Any holder of Class A Shares who submits this Letter of
Transmittal and tenders Class A Shares in accordance with the instructions
contained herein prior to the Expiration Date (as defined in the Prospectus)
will thereby have directed the Trust to deliver its [___]% Trust Originated
Preferred Securities(SM) ("TOPrS(SM)") (the "Preferred Securities") in exchange
for such holder's Class A Shares and in consideration of the deposit by Ohio
Edison with the Trust as trust assets of its [___]% Junior Subordinated
Debentures due 2016 (the "Junior Subordinated Debentures") as set forth in the
Prospectus. Tenders of Class A Shares pursuant to this Letter of Transmittal
are subject to withdrawal as described in the Prospectus under the caption
"The Offer -- Withdrawal of Tenders".

- - --------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.

-2-
<PAGE> 3
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- - -----------------------------------------------------------------------------------------------------------------------

NAMES(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR (ATTACH ADDITIONAL LIST IF NECESSARY)
ON CERTIFICATE(S))
- - ------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
------------------------------------------------------------
<S> <C> <C> <C>

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

------------------------------------------------------------
TOTAL SHARES
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
- - --------------------------------------------------------------------------------

/ / CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT A DEPOSITORY INSTITUTION AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution:
----------------------------------------

Check Box of Book-Entry Transfer Facility:

/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company

Account No.
-----------------------------------------------------------

Transaction Code No.
--------------------------------------------------

/ / CHECK HERE IF TENDERED CLASS A SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:

Name(s) of Tendering Shareholder(s)
-----------------------------------

Date of Execution of Notice of Guaranteed Delivery
--------------------

Name of Institution which Guaranteed Delivery
-------------------------
If delivery is by book-entry transfer:
-----------------------------------------

Name of Tendering Institution
-----------------------------------------

-3-
<PAGE> 4
Check Box of Book-Entry Transfer Facility:

/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company

Account No.
-----------------------------------------------------------

Transaction Code No.
--------------------------------------------------

-4-
<PAGE> 5
SOLICITED TENDERS
(SEE INSTRUCTION 11)

Ohio Edison will pay to any Soliciting Dealer, as defined in
Instruction 11, a solicitation fee of $[___] per Class A Share validly tendered
and accepted for exchange pursuant to the Offer (as herein defined).

The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:

Name of Firm:
-------------------------------------------------------------------
(PLEASE PRINT)

Name of Individual Broker or Financial Consultant:
------------------------------

Identification Number (if known):
-----------------------------------------------

Address:
------------------------------------------------------------------------

------------------------------------------------------------------------
(Include Zip Code)

The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with the applicable
requirements of the Securities Exchange Act of 1934 and the applicable rules
and regulations thereunder in connection with such solicitations; (ii) it is
entitled to such compensation for such solicitation under the terms and
conditions of the Offer; (iii) in soliciting tenders of Class A Shares, it has
used no soliciting materials other than those furnished by Ohio Edison and the
Trust; and (iv) if it is a foreign broker or dealer not eligible for membership
in the National Association of Securities Dealers, Inc. (the "NASD"), it has
agreed to conform to the NASD's Rules of Fair Practice in making solicitations
outside the United States to the same extent as though it were an NASD member.

SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR CLASS A SHARES
BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

-5-
<PAGE> 6
The undersigned hereby tenders to Ohio Edison Financing Trust
II, a Delaware statutory business trust (the "Trust"), the above-described
Class A Shares, pursuant to the offer by the Trust to exchange its [___]% Trust
Originated Preferred Securities(SM) ("TOPrS(SM)") ("Preferred Securities") for
up to 3,600,000 shares 7.75% Class A Preferred Stock (the "Class A Shares") of
Ohio Edison Company ("Ohio Edison"), upon the terms and subject to the
conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Offer"). Class A Shares not accepted for exchange
because of proration will be returned.

Subject to and effective upon acceptance for exchange of the
Class A Shares tendered herewith, the undersigned hereby exchanges, assigns and
transfers to or upon the order of the Trust all right, title and interest in
and to all the Class A Shares that are being tendered hereby and irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Class A Shares, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Class A Shares or transfer ownership of such Class A Shares on the account
books maintained by a Depository Institution, together, in any such case, with
all accompanying evidences of transfer and authenticity, to the Exchange Agent
for the account of the Trust, (b) present such Class A Shares for transfer on
the books of Ohio Edison and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Class A Shares, all in accordance
with the terms of the Offer.

The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, exchange, assign and
transfer the Class A Shares and the underlying Preferred tendered hereby and to
acquire Preferred Securities issuable upon the exchange of such tendered Class
A Shares and that, when the undersigned's Class A Shares are accepted for
exchange, the Trust will acquire good and unencumbered title to such tendered
Class A Shares and the underlying Preferred, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Trust to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Class A Shares or transfer
ownership of such Class A Shares.

All authority herein conferred or agreed to be conferred shall
survive the death, bankruptcy or incapacity of the undersigned and every
obligation of the undersigned hereunder shall be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of the
undersigned. Except as stated in the Offer, this tender is irrevocable.

The undersigned understands that tenders of Class A Shares
pursuant to any one of the procedures described in "The Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute
agreements between the undersigned and the Trust upon the terms and subject to
the conditions of the Offer.

-6-
<PAGE> 7

Unless otherwise indicated under "Special Exchange
Instructions", please cause Preferred Securities to be issued, and return any
Class A Shares not tendered or not accepted for exchange, in the name(s) of the
undersigned (and, in the case of Class A Shares tendered by book-entry
transfer, by credit to the account at a Depository Institution). Similarly,
unless otherwise indicated under "Special Delivery Instructions", please mail
any certificates for Class A Shares not tendered or not accepted for exchange
(and accompanying documents, as appropriate), and any certificates for Class A
Shares, to the undersigned at the address shown below the undersigned's
signature(s). If both "Special Exchange Instructions" and "Special Delivery
Instructions" are completed, please cause Preferred Securities to be issued,
and return any Class A Shares not tendered or not accepted for exchange, in the
name(s) of, and deliver any certificates for such Class A Shares to, the
person(s) so indicated (and in the case of Class A Shares tendered by
book-entry transfer, by credit to the account at the Depository Institution so
indicated). The undersigned recognizes that the Trust has no obligation,
pursuant to the "Special Exchange Instructions", to transfer any Class A Shares
from the name of the registered holder(s) thereof if the Trust does not accept
for exchange any of the Class A Shares so tendered.

-7-
<PAGE> 8
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------
SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5 and 7)
<S> <C>
To be completed ONLY if certificates for Preferred To be completed ONLY if certificates for Class A Shares not
Securities are to be issued, or beneficial interest in tendered and certificates for Preferred Securities are to be
certificates representing Preferred Securities are to be mailed to someone other than the undersigned, or to an
recorded, or certificates for Class A Shares not tendered address other than that shown below the undersigned's
or not accepted for exchange are to be issued in the name signature(s).
of someone other than the undersigned.
Mail certificates for Class A Shares and certificates for
Issue certificates for Preferred Securities and Preferred Securities to:
certificates for Class A Shares in the name of:

Name:
-------------------------------------------------------
Name: (Please Print)
---------------------------------------------------
(Please Print)
Address:
----------------------------------------------------
Address:
------------------------------------------------

------------------------------------------------------------
(Zip Code)
--------------------------------------------------------
(Zip Code)

--------------------------------------------------------
(Taxpayer Identification No.)
- - ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

SIGN HERE
(Please complete Substitute Form W-9 below)

X
-------------------------------------------------------------------------------

X
-------------------------------------------------------------------------------
Signature(s) of Owner(s)

Dated , 1996
------------------

Name(s)
-------------------------------------------------------------------------

- - --------------------------------------------------------------------------------
(Please Print)

Capacity (full title)
-----------------------------------------------------------

Address
-------------------------------------------------------------------------
(Include Zip Code)

Area Code and Telephone No.
-----------------------------------------------------

Taxpayer Identification No.
-----------------------------------------------------

(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Class A Shares or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 5.)
- - --------------------------------------------------------------------------------

-8-
<PAGE> 9
Guarantee of Signature(s)
(See Instructions 1 and 5)

Authorized Signature___________________________________

Name___________________________________________________

Title__________________________________________________

Address________________________________________________

Name of Firm___________________________________________

Area Code and Telephone Number_________________________

Dated _______________, 1996

-9-
<PAGE> 10
INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. GUARANTEE OF SIGNATURES. No signature guarantee is required
on this Letter of Transmittal (i) if tendered Class A Shares are registered in
the name(s) of the undersigned and the Preferred Securities to be issued in
exchange therefor are to be issued (and any Class A Shares not tendered or not
accepted for exchange are to be returned) in the name of the registered
holder(s) (which term, for the purposes described herein, shall include any
participant in a Depository Institution whose name appears on a security
listing as the owner of Class A Shares) and (ii) such holder(s) have not
completed the instruction entitled "Special Exchange Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal. If the tendered Class A
Shares are registered in the name(s) of someone other than the undersigned or
if the Preferred Securities to be issued in exchange therefor are to be issued
(or Class A Shares not tendered or not accepted for exchange are to be
returned) in the name of any other person, such tendered Class A Shares must be
endorsed or accompanied by written instruments of transfer in form satisfactory
to the Trust and duly executed by the registered holder, and the signature on
the endorsement or instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
or the Stock Exchange Medallion Program (any of the foregoing hereinafter
referred to as an "Eligible Institution"). See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CLASS A SHARES. This
Letter of Transmittal is to be completed by holders of Class A Shares either if
certificates are to be forwarded herewith or, unless an Agent's Message (as
defined in the Prospectus) is utilized, if tenders are to be made pursuant to
the procedure for tender by book-entry transfer set forth under "The Offer --
Procedures for Tendering" and "-- Book-Entry Transfer" in the Prospectus.
Certificates for Class A Shares, or timely confirmation (a "Book-Entry
Confirmation") of a book-entry transfer of such Class A Shares into the
Exchange Agent's account at a Depository Institution, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message in the case of a
book-entry delivery, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at one of its addresses set
forth herein prior to the Expiration Date.

If a holder of Class A Shares desires to participate in the Offer and
time will not permit this Letter of Transmittal or Class A Shares to reach the
Exchange Agent before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if the
Exchange Agent has received at one of the addresses set forth herein prior to
the Expiration Date, a letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of the tendering
Holder, the name(s) in which the Class A Shares are registered and, if the
Class A Shares are held in certificated form, the certificate numbers of the
Class A Shares to be tendered, and stating that the tender is being made
thereby and guaranteeing that within three New York Stock Exchange ("NYSE")
trading days after the date of execution of such letter, telegram or facsimile
transmission by the Eligible Institution, the Class A Shares in proper form for
transfer

-10-
<PAGE> 11
together with a properly completed and duly executed Letter of Transmittal (and
any other required documents), or a confirmation of book-entry transfer of such
Class A Shares into the Exchange Agent's account at a Depository Institution,
will be delivered by such Eligible Institution. Unless the Class A Shares
being tendered by the above-described method are deposited with the Exchange
Agent within the time period set forth above (accompanied or preceded by a
properly completed Letter of Transmittal and any other required documents) or a
confirmation of book-entry transfer of such Class A Shares into the Exchange
Agent's account at a Depository Institution in accordance with such Depositary
Institution's Automated Tender Offer Program ("ATOP") procedures is received,
the Trust may, at its option, reject the tender.

THE METHOD OF DELIVERY OF CLASS A SHARES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH A DEPOSITORY INSTITUTION, IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF CERTIFICATES FOR CLASS A
SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted,
and no fractional Class A Shares will be accepted for exchange. By executing
this Letter of Transmittal (or facsimile hereof), the tendering holder waives
any right to receive any notice of the acceptance of the Class A Shares for
exchange.

3. INADEQUATE SPACE. If the space provided herein is inadequate,
the certificate numbers and/or the number of Class A Shares should be listed on
a separate signed schedule attached hereto.

4. PARTIAL TENDERS. (Not applicable to Book-Entry Shareholders)
If fewer than all the Class A Shares represented by any certificate delivered
to the Exchange Agent are to be tendered, fill in the number of Class A Shares
which are to be tendered in the box entitled "Number of Shares Tendered". In
such case, a new certificate for the remainder of the Class A Shares
represented by the old certificate will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as promptly as practicable following the Expiration
Date. All Class A Shares represented by certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Class A Shares tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.

If any of the Class A Shares tendered hereby are held of record by two
or more persons, all such persons must sign this Letter of Transmittal.

If any of the Class A Shares tendered hereby are registered in
different names on different certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of certificates.

-11-
<PAGE> 12
If this Letter of Transmittal is signed by the registered holder(s) of
the Class A Shares tendered hereby, no endorsements of certificates or separate
stock powers are required unless Preferred Securities issued in exchange
therefor are to be issued, or Class A Shares not tendered or not exchanged are
to be returned, in the name of any person other than the registered holder(s).
Signatures on any such certificates or stock powers must be guaranteed by an
Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Class A Shares tendered hereby, certificates must
be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such Class A Shares. Signature(s) on any such certificates or
stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Trust of the authority of such person so to
act must be submitted.

6. STOCK TRANSFER TAXES. Ohio Edison will pay all stock transfer
taxes, if any, applicable to the exchange of any Class A Shares pursuant to the
Offer. If, however, certificates representing Preferred Securities or Class A
Shares not tendered or accepted for exchange are to be delivered to, or are to
be issued in the name of, any person other than the registered holder of the
Class A Shares tendered or if a transfer tax is imposed for any reason other
than the exchange of Class A Shares pursuant to the Offer, then the amount of
any such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

7. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS. If certificates
representing Preferred Securities are to be issued in the name of, or any Class
A Shares not tendered or not accepted for exchange are to be issued or to be
returned to, a person other than the person(s) signing this Letter of
Transmittal or any certificates for Preferred Securities or certificates for
Class A Shares not tendered or not accepted for exchange are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed.

8. SUBSTITUTE FORM W-9. Under the federal income tax laws, the
Trust may be required to withhold 31% of the amount of any payments made to
certain shareholders with respect to the Preferred Securities. In order to
avoid such backup withholding, each tendering shareholder, and, if applicable,
each other payee, must provide such shareholder's or payee's correct taxpayer
identification number and certify that such shareholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
below. In general, if a shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Trust is not provided with the correct

-12-
<PAGE> 13
taxpayer identification numbers, the shareholder or payee may be subject to a
$50 penalty imposed by the Internal Revenue Service. Certain shareholders or
payees (including, among others, all corporations and certain foreign
individual(s)) are not subject to backup withholding. In order to satisfy the
Trust that a foreign individual qualifies as an exempt recipient, such
shareholder or payee must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Exchange Agent. For further information concerning backup
withholding and instructions for completing the Substitute Form W-9 (including
how to obtain a taxpayer identification number if you do not have one and how
to complete the Substitute Form W-9 if Class A Shares are held in more than one
name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.

9. WITHHOLDING FOR NON-UNITED STATES HOLDERS. United States
federal income tax generally will be withheld from the gross proceeds
payable to a Non-United States Holder pursuant to the Offer (including
Preferred Securities that such holder would otherwise be entitled to receive)
unless such holder certifies, under penalties of perjury, that such holder owns
either (i) solely Class A Shares or (ii) not more than one percent of the Class
A Shares outstanding and not more than one percent of any other class of Ohio
Edison stock. Such certification may be provided by signing the "Certificate
for Non-United States Holders For No United States Federal Income Tax
Withholding" below.

The withholding rate is ordinarily 30% unless the Non-United States
Holder is eligible for a reduced tax treaty rate with respect to dividend
income, in which case withholding will be made at the reduced tax treaty rate,
or the Non-United States Holder establishes to the satisfaction of the
withholding agent that such holder is exempt from tax (e.g., by certifying to
the withholding agent on IRS Form 8709 as to such holder's status as a foreign
government).

For these purposes, a "Non-United States Holder" is a holder that is
not (a) a citizen or resident of the United States, (b) a corporation,
partnership or other entity created or organized in or under the law of the
United States or any state, or (c) an estate or trust the income of which is
subject to United States federal income tax regardless of its source.

A holder's status as a Non-United States Holder will be determined by
reference to the holder's address and to any outstanding certificates (e.g.,
Form W-8 or substitute) or statements concerning eligibility for a reduced rate
of withholding, unless facts and circumstances indicate that reliance is not
warranted.

A holder that exchanges Class A Shares for Preferred Securities on
behalf of a beneficial owner that is a Non-United States Holder will be
responsible for determining whether or not, and at what rate, withholding is
required and for obtaining any required forms or certifications from such
beneficial owner.

A Non-United States Holder subject to withholding of United States
federal income tax may be eligible to obtain from the Internal Revenue Service
a refund of any tax withheld if such holder meets one of the tests for sale or
exchange treatment under the Internal

-13-
<PAGE> 14
Revenue Code of 1986, as amended, or is otherwise able to establish that no tax
(or a reduced amount of tax) was due.

EACH NON-UNITED STATES HOLDER SHOULD CONSULT WITH SUCH
HOLDER'S TAX ADVISOR REGARDING THE FOREGOING.

10. WAIVER OF CONDITIONS. The conditions of the Offer may be
waived by the Trust from time to time in accordance with, and subject to the
limitations described in, the Prospectus, provided that acceptance of Class A
Shares validly tendered in the Offer is subject to the condition that as of the
Expiration Date there be at least 400 record or beneficial holders of at least
1,000,000 Preferred Securities to be issued in exchange for such Class A
Shares, which condition may not be waived.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance or additional copies of the Prospectus and this Letter of
Transmittal may be obtained from the Dealer Manager or the Information Agent at
their respective addresses or telephone numbers set forth below.

12. SOLICITED TENDERS. Ohio Edison will pay to a Soliciting
Dealer (as defined herein) a solicitation fee of $[___] per Class A Share
validly tendered and accepted for exchange pursuant to the Offer. For purposes
of this Instruction 12, "Soliciting Dealer" includes (i) any broker or dealer
in securities, including the Dealer Manager in its capacity as a dealer or
broker, who is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker
or dealer not eligible for membership in the NASD who agrees to conform to the
NASD's Rules of Fair Practice in soliciting tenders outside the United States
to the same extent as though it were an NASD member, or (iii) any bank or trust
company, any one of whom has solicited and obtained a tender pursuant to the
Offer. No such fee shall be payable to a Soliciting Dealer in respect of Class
A Shares registered in the name of such Soliciting Dealer unless such Class A
Shares are held by such Soliciting Dealer as nominee and such Class A Shares
are being tendered for the benefit of one or more beneficial owners identified
on the Letter of Transmittal or on the Notice of Solicited Tenders (included in
the materials provided to brokers and dealers). No solicitation fee shall be
payable to a Soliciting Dealer with respect to the tender of Class A Shares
unless the Letter of Transmittal accompanying such tender designates such
Soliciting Dealer as such in the box captioned "Solicited Tenders".

If tendered Class A Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with a Depository
Institution, the Soliciting Dealer must return a Notice of Solicited Tenders to
the Exchange Agent within three NYSE trading days after the Expiration Date in
order to receive a solicitation fee. No solicitation fee shall be payable to a
Soliciting Dealer in respect of Class A Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Class A Shares are held by such Soliciting Dealer as nominee and
such Class A Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the Soliciting
Dealer with respect to the tender of Class A Shares by the holder of record,
for the benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.

-14-
<PAGE> 15
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION

SEE THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL INSTRUCTIONS.

<TABLE>
- - -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
PAYER'S NAME: THE BANK OF NEW YORK
- - -----------------------------------------------------------------------------------------------------------------------------
Substitute Part 1 - PLEASE PROVIDE YOUR TIN IN
----------------------------------------------------
Form W-9 THE BOX AT RIGHT AND CERTIFY BY Social Security Number
(See instruction 9) SIGNING AND DATING BELOW OR
Please fill in your name and
address below ----------------------------------------------------
Employer Identification Number
----------------------------------------------------------------------------------------------

Part 2 - Certification - Under Penalties of Perjury, I certify that: Part 3 -
(1) The number shown in this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be Awaiting TIN / /
issued to me) and
- - ------------------------ (2) I am not subject to backup withholding because (a) I am
Name exempt from backup withholding or (b) I have not been --------------------
notified by the Internal Revenue Service ("IRS") that I am Part 4 -
- - ------------------------ subject to backup withholding as a result of failure to report
Address (number and street) all interest or dividends or (c) the IRS has notified me that Exempt / /
I am no longer subject to backup withholding.
--------------------
- - ------------------------
City, State and Zip Code
----------------------------------------------------------------------------------------------
Department of the Treasury
Internal Revenue Service Certification Instructions - You must cross out item (2) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS you
Payer's Request for were subject to backup withholding you received another notification from the IRS stating
Taxpayer Identification that you are no longer subject to backup withholding, do not cross out item (2). If you
Number (TIN) are exempt from backup withholding, check the box in Part 4 above.

SIGNATURE DATE , 1996
--------------------------------------------------- -----------
- - -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY GROSS PROCEEDS PAID TO YOU PURSUANT
TO THE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9" FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.

CERTIFICATE OF TAXPAYER AWAITING TIN

I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number within 60 days, 31% of
all reportable payments made to me thereafter will be withheld until I provide a
number.

- - --------------------------------------------------------------------------------
Signature

- - --------------------------------------------------------------------------------
Date

-15-
<PAGE> 16
- - --------------------------------------------------------------------------------
CERTIFICATE FOR NON-UNITED STATES HOLDERS* FOR NO
UNITED STATES FEDERAL INCOME TAX WITHHOLDING

HOLDERS OF CLASS A SHARES WITH A MAILING ADDRESS OUTSIDE OF
THE UNITED STATES MUST CERTIFY TO ONE OF THE FOLLOWING STATEMENTS TO AVOID THE
WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX AT A RATE OF 30% (OR LOWER
TREATY RATE, IF APPLICABLE) OF THE GROSS PROCEEDS PAYABLE TO SUCH HOLDERS
PURSUANT TO THE OFFER.

A. I certify under penalties of perjury that I own either (i) solely Class
A Shares or (ii) not more than one percent of the Class A Shares
outstanding and not more than one percent of any other class of Ohio
Edison stock. I understand that if I certify to either clause (i) or
clause (ii) of the preceding sentence, Ohio Edison will not withhold
United States federal income tax with respect to the gross proceeds
payable to me pursuant to the Offer.

SIGNATURE: DATE:
------------------------------- ---------------------

B. I certify under penalties of perjury that I am not a Non-United
States Holder.

SIGNATURE: DATE:
------------------------------- ---------------------

* A "Non-United States Holder" is a holder that is not (a) a citizen or
resident of the United States, (b) a corporation, partnership or other
entity created or organized in or under the law of the United States or
any state, or (c) an estate or trust the income of which is subject to
United States federal income tax regardless of its source.
- - --------------------------------------------------------------------------------

OHIO EDISON FINANCING TRUST II
c/o Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

THE INFORMATION AGENT FOR THE OFFER IS:

[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
(800) 223-2064 (TOLL-FREE)
Banks and Brokers Call Collect:
(212) 440-9800

THE DEALER MANAGER FOR THE OFFER IS:

MERRILL LYNCH & CO.
World Financial Center
North Tower -- Seventh Floor
New York, New York 10281
(212) 236-4565 (Collect)

[_________], 1996

-16-

<PAGE> 1

EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY

This form, or a form substantially equivalent to this form, must be
used to accept the Offer (as defined below) if (i) certificates for shares of
7.75% Class A Preferred Stock, $25 par value per share (the "Preferred Shares"),
of Ohio Edison Company ("Ohio Edison") cannot be delivered to the Exchange Agent
by the Expiration Date (as defined in the Prospectus of Ohio Edison and Ohio
Edison Financing Trust II dated [________], 1996 (the "Prospectus")), (ii) the
procedure for book-entry transfer of Preferred Shares (as set forth in the
Prospectus) cannot be completed by the Expiration Date or (iii) the Letter of
Transmittal (or a facsimile thereof) and all other required documents cannot be
delivered to the Exchange Agent prior to the Expiration Date. This form,
properly completed and duly executed, may be delivered by hand or facsimile
transmission or mail to the Exchange Agent. See the Prospectus.

To: THE BANK OF NEW YORK, EXCHANGE AGENT

BY HAND:
Tender and Exchange Department
101 Barclay Street
Receive and Deliver Window
New York, New York 10286

BY OVERNIGHT COURIER:
Tender and Exchange Department
101 Barclay Street
Receive and Deliver Window
New York, New York 10286

BY MAIL:
Tender and Exchange Department
P.O. Box 11248
Church Street Station
New York, New York 10286-1248

BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(212) 815-6213

FOR INFORMATION TELEPHONE:
(800) 507-9357

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO
A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE> 2
Ladies and Gentlemen:

The undersigned hereby tenders to Ohio Edison Financing Trust II (the
"Trust"), upon the terms and conditions set forth in the Prospectus and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Preferred Shares set forth below,
pursuant to the guaranteed delivery procedure set forth in the Prospectus.

<TABLE>
<S> <C>
SIGN HERE

Number of Preferred Shares tendered: X
----------------- ---------------------------------------------------

X
- - ----------------------------------------------------- ---------------------------------------------------
(Signature(s))

Certificate Nos. (if available):
----------------------------------------------------
(Name(s)) (Please Print)

- - ----------------------------------------------------- ----------------------------------------------------
(Address)

- - ----------------------------------------------------- ----------------------------------------------------
(Zip Code)

----------------------------------------------------
(Area Code and Telephone No.)

If Preferred Shares will be tendered by
book-entry transfer:

Name of Tendering Institution:
-----------------------

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

Check Box of Book-Entry Transfer Facility:

/ / The Depository Trust Company

/ / Philadelphia Depository Trust Company

Account No.:

- - -----------------------------------------------------
</TABLE>

-2-
<PAGE> 3
SIGN HERE
(Please complete Substitute Form W-9 below)

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

Dated , 1996
---------------

- - --------------------------------------------------------------------------------
(Name(s))

- - --------------------------------------------------------------------------------
(Capacity (full title))

- - --------------------------------------------------------------------------------
(Address, including Zip Code)

- - --------------------------------------------------------------------------------
(Area Code and Telephone No.)

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) "own(s)" the
Preferred Shares tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, (b) that such tender of Preferred
Shares complies with Rule 14e-4 and (c) to deliver to the Exchange Agent either
the Preferred Shares tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of the Preferred Shares tendered hereby
into the account of the Exchange Agent at the Depository Trust Company or
Philadelphia Depository Trust Company, in each case together with a properly
completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof),
with any required signature guarantees (or an Agent's Message (as defined in the
Prospectus)) and any other required documents within three New York Stock
Exchange trading days after the date of execution of this Notice.

- - --------------------------------------------------------------------------------
(Name of Firm)

- - --------------------------------------------------------------------------------
(Authorized Signature)

- - --------------------------------------------------------------------------------
(Name)

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

-3-
<PAGE> 4
- - --------------------------------------------------------------------------------
(Address)

- - --------------------------------------------------------------------------------
(Zip Code)

- - --------------------------------------------------------------------------------
(Area Code and Telephone No.)

Dated: , 1996
---------------

DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.

-4-

<PAGE> 1

EXHIBIT 99.3

OHIO EDISON FINANCING TRUST II

OFFER TO EXCHANGE ITS
[___]% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPrS(SM)")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY OHIO EDISON COMPANY)

FOR UP TO 3,600,000 OUTSTANDING SHARES OF
7.75% CLASS A PREFERRED STOCK,
$25 PAR VALUE PER SHARE (CUSIP 677347 76 7),
OF
OHIO EDISON COMPANY

[________], 1996

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We have been appointed by Ohio Edison Company, an Ohio corporation
("Ohio Edison"), and Ohio Edison Financing Trust II, a Delaware statutory
business trust (the "Trust"), to act as Dealer Manager in connection with the
offer by the Trust to exchange, upon the terms and subject to the conditions set
forth in the Prospectus referred to below and the related Letter of Transmittal
(which together constitute the "Offer"), its [___]% Trust Originated Preferred
Securities(SM) ("TOPrS(SM)") (the "Preferred Securities") for up to 3,600,000
shares of 7.75% Class A Preferred Stock, $25 par value per share (the "Class A
Shares"), of Ohio Edison, that are validly tendered and accepted for exchange
pursuant to the Offer. In connection with the Offer, Ohio Edison will deposit
in the Trust as trust assets its [___]% Junior Subordinated Debentures due 2016
as set forth in the Prospectus referred to below.

Pursuant to the Offer, exchanges will be made on the basis of one
Preferred Security for each Class A Share validly tendered and accepted for
exchange in the Offer. Class A Shares not accepted for exchange because of
proration will be returned.

The Trust will accept for exchange all Class A Shares validly tendered
and not withdrawn, upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to proration described in the
Prospectus dated [________], 1996 (the "Prospectus").

- - ----------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
For your information and for forwarding to your clients for whom you
hold Class A Shares registered in your name or in the name of your nominee, we
are enclosing the following documents:

1. Prospectus;

2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;

3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Class A Shares and all other required documents cannot be delivered to the
Exchange Agent by the Expiration Date (as defined in the Prospectus), or the
book-entry transfer of the Class A Shares cannot be completed by the Expiration
Date;

4. A form of letter that may be sent to your clients for whose accounts
you hold Class A Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions and designation of
Soliciting Dealer with regard to the Offer;

5. A letter from the President and Chief Executive Officer of Ohio
Edison to holders of Class A Shares that may be sent to your clients;

6. A Question and Answers pamphlet that may be sent to your clients;
and

7. A return envelope addressed to The Bank of New York, the Exchange
Agent.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON [__________], 1996, UNLESS THE OFFER IS
EXTENDED.

NEITHER THE BOARD OF DIRECTORS OF OHIO EDISON, OHIO EDISON, THE
TRUSTEES NOR THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF CLASS A SHARES AS
TO WHETHER TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF CLASS A
SHARES ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR
DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

-2-
<PAGE> 3
Ohio Edison will pay a solicitation fee of $[_____] per Class A Share
for any Class A Shares validly tendered and accepted for exchange and exchanged
pursuant to the Offer and covered by a Letter of Transmittal which designates,
as having solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including each Dealer Manager in its capacity as a broker
or dealer, which is a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign
broker or dealer not eligible for membership in the NASD which agrees to conform
to the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or (iii) any bank or
trust company (each of which is referred to herein as a "Soliciting Dealer"). No
solicitation fee shall be payable to a Soliciting Dealer with respect to the
tender of Class A Shares by a holder unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer as such in the box
captioned "Solicited Tenders".

If tendered Class A Shares are being delivered by book-entry transfer
made to an account maintained by the Exchange Agent with The Depository Trust
Company, Midwest Securities Trust Company or Philadelphia Depository Trust
Company, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. Such Notice of Solicited
Tenders is attached hereto on page 5. No solicitation fee shall be payable to a
Soliciting Dealer in respect of Class A Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Class A Shares are held by such Soliciting Dealer as nominee and
such Class A Shares are being tendered for the benefit of one or more beneficial
owners identified on the Letter of Transmittal or the Notice of Solicited
Tenders. No solicitation fee shall be payable to the Soliciting Dealer with
respect to the tender of Class A Shares by the holder of record, for the benefit
of the beneficial owner, unless the beneficial owner has designated such
Soliciting Dealer.

No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Ohio Edison, the Trust,
the Trustees, the Exchange Agent, the Information Agent or the Dealer Manager
for purposes of the Offer.

Ohio Edison will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers. Ohio Edison will
pay all stock transfer taxes applicable to the acceptance of Class A Shares
pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.

-3-
<PAGE> 4
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Information Agent or the undersigned at the addresses and telephone
numbers set forth on the back cover of the Prospectus.

Very truly yours,

MERRILL LYNCH & CO.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU THE AGENT OF OHIO EDISON, THE TRUST, THE TRUSTEES OF THE TRUST,
THE DEALER MANAGER, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

-4-
<PAGE> 5
NOTICE OF SOLICITED TENDERS

List below the number of Class A Shares whose tender you have
solicited. All Class A Shares beneficially owned by a beneficial owner, whether
in one account or several, and in however many capacities, must be aggregated
for purposes of completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the Exchange Agent. If
the space below is inadequate, list the Class A Shares on a separate signed
schedule and affix the list to this Notice of Solicited Tenders. PLEASE DO NOT
COMPLETE THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY EXCHANGE
AGENT".

ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE
AGENT WITHIN THREE NYSE TRADING DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS
SET FORTH ON THE BACK COVER OF THE PROSPECTUS. ALL QUESTIONS CONCERNING THE
NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE PROSPECTUS.

SOLICITED TENDERS OF CLASS A SHARES NOT BENEFICIALLY OWNED
BY SOLICITING DEALER EXCHANGED FOR PREFERRED SECURITIES

<TABLE>
<CAPTION>
To be Completed
To be Completed by To be Completed by To be Completed Only Only by
the Soliciting Dealer the Soliciting Dealer by Exchange Agent Exchange Agent

Number of Shares VOI Ticket Number of Shares Fee $[___] per
Beneficial Owners Tendered Number* Accepted Share
- - ----------------- -------- ------ -------- -----
<S> <C> <C> <C> <C>
Beneficial Owner No. 1

Beneficial Owner No. 2

Beneficial Owner No. 3

Beneficial Owner No. 4

Beneficial Owner No. 5

Total
</TABLE>

- - ------------------------
* Complete if Class A Shares delivered by book-entry transfer.

PLEASE INDICATE ANY ACCOUNT WHOSE SOLICITING DEALER FEE
WILL BE DIRECTED TO ANOTHER BROKER DEALER.

All questions as to the validity, form and eligibility (including time
of receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tenders
or incur any liability for failure to give such notification.

-5-
<PAGE> 6
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus; (iii) in soliciting tenders of
Class A Shares, it has used no soliciting materials other than those furnished
by Ohio Edison or the Trust; and (iv) if it is a foreign broker or dealer not
eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.

- - --------------------------------------------------------------------------------
(Printed Firm Name)

- - --------------------------------------------------------------------------------
(Authorized Signature)

- - --------------------------------------------------------------------------------
(Address)

- - --------------------------------------------------------------------------------
(City, State, Zip Code)

- - --------------------------------------------------------------------------------
(Area Code and Telephone Number)

- - --------------------------------------------------------------------------------
(Attention)

Date:
------------------------

DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.

-6-

<PAGE> 1

EXHIBIT 99.4
OHIO EDISON FINANCING TRUST II

FOR UP TO 3,600,000 OUTSTANDING SHARES OF
7.75% CLASS A PREFERRED STOCK,
$25 PAR VALUE PER SHARE (CUSIP 677347 76 7),
OF
OHIO EDISON COMPANY

[________], 1996

To Our Clients:

Enclosed for your consideration are the Prospectus dated [________],
1996 (the "Prospectus") and the related Letter of Transmittal (which together
constitute the "Offer") in connection with the Offer by Ohio Edison Financing
Trust II, a Delaware statutory business trust (the "Trust"), to exchange its
[___]% Trust Originated Preferred Securities(SM) ("TOPrS(SM)") (the "Preferred
Securities") for up to 3,600,000 shares of 7.75% Class A Preferred Stock, $25
par value per share (the "Class A Shares"), of Ohio Edison Company, an Ohio
corporation ("Ohio Edison"), that are validly tendered and accepted for exchange
pursuant to the Offer. In connection with the Offer, Ohio Edison will deposit
in the Trust as trust assets its [___]% Junior Subordinated Debentures due 2016
as set forth in the Prospectus.

Pursuant to the Offer, exchanges will be made on the basis of one (1)
Preferred Security for each Class A Share validly tendered and accepted for
exchange in the Offer. Class A Shares not accepted for exchange because of
proration will be returned.

The Trust will accept for exchange up to 3,600,000 Class A Shares
validly tendered and not withdrawn, upon the terms and subject to the conditions
of the Offer, including the provisions thereof relating to proration described
in the Prospectus. We are the holder of record of Class A Shares held for your
account. A tender of such Class A Shares can be made only by us as the holder
of record and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
Class A Shares held by us for your account.

- - ----------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
We request instructions as to whether you wish us to tender any or all
of the Class A Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal. We
also request that you designate, in the box captioned "Soliciting Tenders", any
Soliciting Dealer who solicited your tender of Class A Shares.

Your attention is invited to the following:

1.The Offer, the proration period and withdrawal rights expire at 12:00
Midnight, New York City time, on [___________], 1996, unless the Offer is
extended.

2.Consummation of the Offer is conditioned on, among other things, (i)
receipt of at least 1,200,000 validly tendered Class A Shares (which condition
may be waived by the Trust) and (ii) tenders by a sufficient number of holders
of Class A Shares such that there be at least 400 record or beneficial holders
of at least 1,000,000 Preferred Securities to be issued in exchange for such
Class A Shares (the "Minimum Distribution Condition") (which condition may not
be waived).

3.The Trust expressly reserves the right, in its sole discretion,
subject to applicable law, to (i) terminate the Offer and not accept for
exchange any Class A Shares and promptly return all Class A Shares upon the
failure of any of the conditions specified above and in "The Offer -- Conditions
to the Offer" in the Prospectus, (ii) waive any condition to the Offer (other
than the Minimum Distribution Condition) and accept all Class A Shares
previously tendered pursuant to the Offer, (iii) extend the Expiration Date of
the Offer, and retain all Class A Shares tendered pursuant to such Offer until
the Expiration Date, subject, however, to all withdrawal rights of holders; see
"The Offer -- Withdrawal of Tenders" in the Prospectus, (iv) amend the terms of
the Offer or (v) modify the form of the consideration to be paid pursuant to the
Offer. Any amendment applicable to the Offer will apply to all Class A Shares
tendered pursuant to the Offer. The minimum period during which the Offer must
remain open following material changes in the terms of the Offer or the
information concerning the Offer, other than a change in the amount of Class A
Shares sought for exchange or an increase or decrease in the consideration
offered to holders of Class A Shares, depends upon the facts and circumstances,
including the relative materiality of such terms or information. See "The Offer
- - -- Expiration Date; Extensions; Amendments; Termination" in the Prospectus.

4.Any stock transfer taxes applicable to the exchange of Class A Shares
pursuant to the Offer will be paid by Ohio Edison, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.

Please note that a Question and Answer pamphlet regarding the Preferred
Securities is enclosed for your information.

If you wish to have us tender any or all of your Class A Shares, please
so instruct us by completing, executing, detaching and returning to us the
instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Class A Shares,
all such Class A Shares will be tendered unless

-2-
<PAGE> 3
otherwise specified on the detachable part hereof. Your instructions should be
forwarded to us in ample time to permit us to submit a tender on your behalf by
the Expiration Date.

As described in the Prospectus, if fewer than all Class A Shares
validly tendered prior to the Expiration Date are to be accepted by the Trust,
the Trust will accept Class A Shares from each tendering holder on a pro rata
basis, subject to adjustment to avoid the acceptance for exchange of fractional
shares.

THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF CLASS A SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF
THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE OFFER
BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
BEHALF OF THE TRUST BY MERRILL LYNCH & CO., OR ONE OR MORE REGISTERED BROKERS OR
DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

INSTRUCTIONS WITH RESPECT TO THE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated [________], 1996 and the related Letter of Transmittal in
connection with the Offer by the Trust to exchange its Preferred Securities for
up to 3,600,000 Class A Shares of Ohio Edison that are validly tendered and
accepted for exchange. Pursuant to the Offer, exchanges will be made on the
basis of one Preferred Security for each Class A Share validly tendered and
accepted for exchange in the Offer. Class A Shares not accepted for exchange
because of proration will be returned.

This will instruct you to tender the number of Class A Shares indicated
below held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal.

/ / By checking this box, all Class A Shares held by you for our account,
including fractional shares, will be tendered in the Offer. If fewer
than all Class A Shares are to be tendered, we have checked the box below
and indicated the aggregate number of Class A Shares to be tendered by
you.

/ / shares*
- - -------------------
* Unless otherwise indicated, it will be assumed that all Class A Shares held
by us for your account are to be tendered.

[SEE OTHER SIDE]

-3-
<PAGE> 4
Please designate in the box below any Soliciting Dealer who solicited
your tender.

- - --------------------------------------------------------------------------------
SOLICITED TENDERS

The undersigned represents that the Soliciting Dealer who
solicited and obtained this tender is:

Name of Firm:
----------------------------------------------------------------
(PLEASE PRINT)

Name of Individual Broker
or Financial Consultant:
---------------------------------------------------

Identification Number (if known):
--------------------------------------------

Address:
---------------------------------------------------------------------

-----------------------------------------------------------------------------
(INCLUDE ZIP CODE)

SIGN HERE:

X
----------------------------------------------------------------------------

X
----------------------------------------------------------------------------
SIGNATURE(S)

DATED:
----------------------------------

PLEASE PRINT NAME(S) AND
ADDRESSES HERE:
-------------------------------------------------------------

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

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

-4-

<PAGE> 1

EXHIBIT 99.5

_________ __, 1996

EXCHANGE AGENT AGREEMENT

The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street -- 21st Floor
New York, New York 10286

Ladies and Gentlemen:

Ohio Edison Financing Trust II, a Delaware business trust (the "Trust")
proposes to make an offer (the "Exchange Offer") to exchange up to [3,000,000]
outstanding shares of the 7.75% Class A Preferred Stock, $25 par value, of Ohio
Edison Company (the "Old Securities") for its ___% Trust Originated Preferred
Securities (the "New Securities"). The terms and conditions of the Exchange
Offer as currently contemplated are set forth in a Prospectus, dated
_______ __, 1996 (the "Prospectus"), proposed to be distributed to all record
holders of the Old Securities. The Old Securities and the New Securities are
collectively referred to herein as the "Securities."

The Trust hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you", shall refer to The Bank of New York.

The Exchange Offer is expected to be commenced by the Trust on or
about _________ __, 1996. The Letter of Transmittal accompanying the Prospectus
are to be used by the holders of the Old Securities to accept the Exchange
Offer, and contain instructions with respect to the delivery of certificates
for Old Securities tendered.

The Exchange Offer shall expire at [12:00 Midnight], New York City
time, on ________ __, 1996 or on such later date or time to which the Trust may
extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Trust expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange
Offer by giving oral (confirmed in writing) or written notice to you before
9:00 A.M., New York City time, on the business day following the previously
scheduled Expiration Date.

The Trust expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Securities and promptly
return all Old Securities, upon the
<PAGE> 2
failure of any of the conditions of the Exchange Offer specified in the
Prospectus under the caption "The Offer -- Conditions to the Offer." The Trust
will give oral (confirmed in writing) or written notice of any amendment,
termination or nonacceptance to you as promptly as practicable.

In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:

1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Offer"
or as specifically set forth herein; provided, however, that in no way will
your general duty to act in good faith be discharged by the foregoing.

2. You will establish an account with respect to the Old Securities at
The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes
of the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Securities by causing the Book-Entry Transfer Facility to transfer such Old
Securities into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.

3. You are to examine each of the Letters of Transmittal and
certificates for Old Securities (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Old Securities to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein and (ii) the Old Securities have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Old Securities
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor to inform
the presenters of the need for fulfillment of all requirements and to take any
other action as may be necessary or advisable to cause such irregularity to be
corrected.

4. With the approval of any Regular Trustee (as defined in the
Prospectus) of the Trust (such approval, if given orally, to be confirmed in
writing) or any other party designated by such a trustee in writing, you are
authorized to waive any irregularities in connection with any tender of Old
Securities pursuant to the Exchange Offer.

5. Tenders of Old Securities may be made only as set forth in the
Letter of Transmittal and in the section of the Prospectus captioned "The Offer
- - -- Procedures for Tendering" and Old Securities shall be considered properly
tendered to you only

-2-
<PAGE> 3
when tendered in accordance with the procedures set forth therein.

Notwithstanding the provisions of this paragraph 5, Old Securities
which any Regular Trustee of the Trust shall approve as having been properly
tendered shall be considered to be properly tendered (such approval, if given
orally, shall be confirmed in writing).

6. You shall advise the Trust with respect to any Old Securities
received subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Old Securities.

7. You shall accept tenders:

(a) in cases where the Old Securities are registered in two or more
names only if signed by all named holders;

(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority so to act is submitted; and

(c) from persons other than the registered holder of Old Securities
provided that customary transfer requirements, including any applicable
transfer taxes, are fulfilled.

You shall accept partial tenders of Old Securities where so indicated
and as permitted in the Letter of Transmittal and deliver certificates for Old
Securities to the transfer agent for split-up and return any untendered Old
Securities to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.

8. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Trust will notify you (such notice if given orally, to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Old Securities properly tendered and accepted for exchange and you, on
behalf of the Trust, will exchange such Old Securities for New Securities and
cause such old securities to be cancelled. Delivery of New Securities will be
made on behalf of the Trust by you at the rate one New Security for each Old
Security tendered promptly after notice (such notice if given orally, to be
confirmed in writing) of acceptance of said Old Securities by the Trust;
provided, however, that in all cases, Old Securities tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by you of
certificates for such Old Securities (or confirmation of book-entry transfer
into your account at the Book-Entry Transfer Facility), a properly completed
and duly executed Letter of Transmittal (or facsimile

- 3 -
<PAGE> 4
thereof) with any required signature guarantees and any other required
documents.

9. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the Prospectus
and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to the Expiration Date.

10. The Trust shall not be required to exchange any Old Securities
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Trust not to exchange any Old Securities tendered
shall be given (and confirmed in writing) by the Trust to you.

11. If, pursuant to the Exchange Offer, the Trust does not accept for
exchange all or part of the Old Securities tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus
under the caption "The Offer -- Conditions to the Offer" or otherwise, you
shall as soon as practicable after the expiration or termination of the
Exchange Offer return those certificates for unaccepted Old Securities (or
effect appropriate book-entry transfer), together with any related required
documents and the Letters of Transmittal relating thereto that are in your
possession, to the persons who deposited them.

12. All certificates for reissued Old Securities, unaccepted Old
Securities or for New Securities shall be forwarded by (a) first-class
certified mail, return receipt requested under a blanket surety bond protecting
you and the Trust from loss or liability arising out of the non-receipt or
non-delivery of such certificates or (b) by registered mail insured separately
for the replacement value of each of such certificates.

13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.

14. As Exchange Agent hereunder you:

(a) shall have no duties or obligations other than those specifically
set forth herein or in the section of the Prospectus captioned "The Offer" or
as may be subsequently agreed to in writing by you and the Trust;

(b) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any
of the certificates of the Old Securities represented thereby deposited with
you pursuant to the Exchange Offer, and will not be required to and will make
no representation as to the validity, value or genuineness of the

-4-
<PAGE> 5
Exchange Offer; provided, however, that in no way will your general duty to act
in good faith be discharged by the foregoing;

(c) shall not be obligated to take any legal action hereunder which
might in your reasonable judgment involve any expense or liability, unless you
shall have been furnished with reasonable indemnity;

(d) may reasonably rely on and shall be protected in acting in reliance
upon any certificate, instrument, opinion, notice, letter, telegram or other
document or security delivered to you and reasonably believed by you to be
genuine and to have been signed by the proper party or parties;

(e) may reasonably act upon any tender, statement, request, comment,
agreement or other instrument whatsoever not only as to its due execution and
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which you shall in good faith
believe to be genuine or to have been signed or represented by a proper person
or persons;

(f) may rely on and shall be protected in acting upon written or oral
instructions from any officer of the Trust;

(g) may consult with your counsel with respect to any questions
relating to your duties and responsibilities and the advice or opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted to be taken by you hereunder in good
faith and in accordance with the advice or opinion of such counsel; and

(h) shall not advise any person tendering Old Securities pursuant to
the Exchange Offer as to the wisdom of making such tender or as to the market
value or decline or appreciation in market value of any Old Securities.

15. You shall take such action as may from time to time be requested by
the Trust or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery (as defined in the Prospectus) or such other
forms as may be approved from time to time by the Trust, to all persons
requesting such documents and to accept and comply with telephone requests for
information relating to the Exchange Offer, provided that such information
shall relate only to the procedures for accepting (or withdrawing from) the
Exchange Offer. The Trust will furnish you with copies of such documents at
your request. All other requests for information relating to the Exchange Offer
shall be directed to Ohio Edison Company, Attention: Investor Services.

16. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to the

-5-
<PAGE> 6
Regular Trustees of the Trust and such other person or persons as it may
request, daily (and more frequently during the week immediately preceding the
Expiration Date and if otherwise requested) up to and including the Expiration
Date, as to the number of Old Securities which have been tendered pursuant to
the Exchange Offer and the items received by you pursuant to this Agreement,
separately reporting and giving cumulative totals as to items properly received
and items improperly received. In addition, you will also inform, and cooperate
in making available to, the Trust or any such other person or persons upon oral
request made from time to time prior to the Expiration Date of such other
information as it or he or she reasonably requests. Such cooperation shall
include, without limitation, the granting by you to the Trust and such person
as the Trust may request of access to those persons on your staff who are
responsible for receiving tenders, in order to ensure that immediately prior to
the Expiration Date the Trust shall have received information in sufficient
detail to enable it to decide whether to extend the Exchange Offer. You shall
prepare a final list of all persons whose tenders were accepted, the aggregate
number of Old Securities tendered, the aggregate number of Old Securities
accepted and deliver said list to the Trust.

17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Trust.

18. You hereby expressly waive any lien, encumbrance or right of
set-off whatsoever that you may have with respect to funds deposited with you
for the payment of transfer taxes by reasons of amounts, if any, borrowed by
the Trust, or any of its subsidiaries or affiliates pursuant to any loan or
credit agreement with you or for compensation owed to you hereunder.

19. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto.

20. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal attached hereto and further acknowledge that you have examined each
of them. Any inconsistency between this Agreement, on the one hand, and the
Prospectus and the Letter of Transmittal (as they may be amended from time to
time), on the other hand, shall be resolved in favor of the latter two
documents, except with respect to the duties, liabilities and indemnification
of you as Exchange Agent, which shall be controlled by this Agreement.

21. The Trust covenants and agrees to indemnify and hold you harmless
in your capacity as Exchange Agent hereunder

- 6 -
<PAGE> 7
against any loss, liability, cost or expense, including reasonable attorneys'
fees and expenses arising out of or in connection with any act, omission, delay
or refusal made by you in reliance upon any signature, endorsement, assignment,
certificate, order, request, notice, instruction or other instrument or
document reasonably believed by you to be valid, genuine and sufficient and in
accepting any tender or effecting any transfer of Old Securities reasonably
believed by you in good faith to be authorized, and in delaying or refusing in
good faith to accept any tenders or effect any transfer of Old Securities;
provided, however, that the Trust shall not be liable for indemnification or
otherwise for any loss, liability, cost or expense to the extent arising out of
your gross negligence or willful misconduct. In no cash shall the Trust be
liable under this indemnity with respect to any claim against you unless the
Trust shall be notified by you, by letter or cable or by facsimile confirmed by
letter, of the written assertion of a claim against you or of any other action
commenced against you, promptly after you shall have received any such written
assertion or commencement of action. The Trust shall be entitled to participate
at its own expense in the defense of any such claim or other action, and, if the
Trust so elects, the Trust shall assume the defense of any suit brought to
enforce any such claim. In the event that the Trust shall assume the defense of
any such suit, the Trust shall not be liable for the fees and expenses of any
counsel thereafter incurred by you so long as the Trust shall retain counsel
reasonably satisfactory to you to defend such suit.

22. You shall arrange to comply with all requirements under the tax
laws of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with the
Internal Revenue Service. The Trust understands that you are required to deduct
31% on payments to holders who have not supplied their correct Taxpayer
Identification Number or required certification. Such funds will be turned over
to the Internal Revenue Service in accordance with applicable regulations.

23. You shall deliver or cause to be delivered, in a timely manner to
each governmental authority to which any transfer taxes are payable in respect
of the exchange of Old Securities, your check in the amount of all transfer
taxes so payable, and the Trust shall reimburse you for the amount of any and
all transfer taxes payable in respect of the exchange of Old Securities;
provided, however, that you shall reimburse the Trust for amounts refunded to
you in respect of your payment of any such transfer taxes, at such time as such
refund is received by you and, provided further, that if New Securities and/or
substitute Old Securities not exchanged are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered
holder of the Old Securities tendered in the Exchange Offer, or if tendered Old
Securities are registered in the name of any person other than the person

-7-

<PAGE> 8
signing the Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Old Securities to the Trust or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder and will not be reimbursed to you by the Trust. In no event,
however, will the Exchange Agent be responsible for the payment of any
applicable transfer tax imposed for any reason other than the exchange of Old
Securities.

24. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely within such
state, and without regard to conflicts of law principles, and shall inure to
the benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.

25. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and, all of which taken together shall
constitute one and the same agreement.

26. In case any provision of this Agreement 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.

27. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to
be charged. This Agreement may not be modified orally.

28. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or telecopy number set forth below:

If to the Trust:

Ohio Edison Financing Trust II
c/o Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

Facsimile:
Attention:

-8-
<PAGE> 9
If to the Exchange Agent:

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286

Facsimile: (212) 815-5915
Attention: Corporate Trust Trustee Administration

29. Unless terminated earlier by the parties hereto, this Agreement
shall terminate after all obligations of the parties hereunder shall have been
fulfilled. Notwithstanding the foregoing, Paragraphs 19 and 21 shall survive
the termination of this Agreement. Upon any termination of this Agreement, you
shall promptly deliver to the Trust any certificates for Securities, funds or
property then held by you as Exchange Agent under this Agreement.

30. This Agreement shall be binding and effective as of the date
hereof.

-9-

<PAGE> 10
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.

OHIO EDISON FINANCING TRUST II

By:___________________________
Name:
Title:

Accepted as the date
first above written:

THE BANK OF NEW YORK,
as Exchange Agent

By:_______________________________
Name: Robert F. McIntyre
Title: Assistant Vice President

<PAGE> 1
Exhibit 99.6

Form of Information Agent Agreement March __, 1996

Ohio Edison Company
76 South Main Street
Akron, OH 44308

LETTER OF AGREEMENT

This Letter of Agreement (the "Agreement") sets forth the terms and conditions
under which Georgeson & Company Inc. ("Georgeson") has been retained by Ohio
Edison Company ("Ohio Edison") as Information Agent for its upcoming exchange
offer (the "Offer"). The term of the Agreement shall be the term of the Offer,
including any extensions thereof.

1. During the term of the Agreement, Georgeson will: provide advice and
consultation with respect to the planning and execution of the Offer;
assist in the preparation and placement of newspaper ads; assist in the
distribution of Offer documents to brokers, banks, nominees,
institutional investors, and other shareholders and investment community
accounts; answer collect telephone inquiries from shareholders and their
representatives; and, if requested, call individuals who are registered
holders.

2. Ohio Edison will pay Georgeson a fee of $10,000.00, of which half is
payable in advance per the enclosed invoice and the balance at the
expiration of the offer, plus an additional fee to be mutually agreed
upon if the offer is extended more than thirty days beyond the initial
expiration date or if there is a competing offer. If Georgeson is
requested to call individuals who are holders of the issue, Ohio Edison
Company will pay Georgeson an additional sum computed on the basis of
$4.50 per call for all incoming and/or outgoing calls. In addition, Ohio
Edison will reimburse Georgeson for reasonable costs and expenses
incurred by Georgeson in fulfilling the Agreement, including but not
limited to: expenses incurred by Georgeson in the preparation and
placement of newspaper ads, including typesetting and space charges;
postage and freight charges incurred by Georgeson in the delivery of
Offer documents; printing costs; charges for the production of
shareholder lists (paper, computer cards, etc.), statistical analyses,
mailing labels, or other forms of information requested by Ohio Edison
or its agents and other expenses or disbursements authorized by Ohio
Edison or its agents.

3. If requested, we will check, itemize and pay, on your behalf, from funds
provided by you, the charges of brokers and banks for forwarding Offer
material to beneficial owners. To ensure that we have sufficient funds
in your account to pay these bills promptly, you agree to provide us, at
the time we complete the initial delivery of this material, with a
preliminary payment equal to 75% of the anticipated broker and bank
charges for distributing this material. For this service, you will pay
us five dollars and fifty cents ($5.50) for each broker and bank invoice
paid by us. If you
<PAGE> 2
Ohio Edison Company
March __, 1996
Page 2

prefer to pay these bills directly, please strike out and initial this
clause before returning the Agreement to us.

4. Georgeson hereby agrees not to make any representations not included in
the Offer documents.

5. Ohio Edison agrees to indemnify and hold Georgeson harmless against any
loss, damage, expense (including, without limitation, legal and other
related fees and expenses), liability or claim arising out of
Georgeson's fulfillment of the Agreement (except for any loss, damage,
expense, liability or claim arising out of Georgeson's own negligence or
misconduct). At its election, Ohio Edison may assume the defense of any
such action. Georgeson hereby agrees to advise Ohio Edison of any such
liability or claim promptly after receipt of any notice thereof. The
indemnification contained in this paragraph will survive the term of the
Agreement.

6. Georgeson agrees to preserve the confidentiality of all non-public
information provided by Ohio Edison or its agents for our use in
providing services under this Agreement, or information developed by
Georgeson based upon such non-public information.

By executing the Agreement below the undersigned agrees to be bound by its
terms.

ACCEPTED: Sincerely,

OHIO EDISON COMPANY GEORGESON & COMPANY INC.

By: By:
-------------------------------- ---------------------------------
Managing Director

Title:
------------------------------

Date:
------------------------------

<PAGE> 1

EXHIBIT 99.7
[NEWSPAPER ANNOUNCEMENT]

This is neither an offer to exchange or sell nor a solicitation of an offer to
exchange or buy any of these securities. The Offer is made only by the
Prospectus and the related Letter of Transmittal and the Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of the
securities in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities or blue sky laws of such jurisdiction.
In any jurisdiction where the securities or blue sky laws require the Offer to
be made by a licensed broker or dealer, the Offer is being made on behalf of
the Trust by Merrill Lynch & Co., or one or more other brokers or dealers which
are licensed under the laws of such jurisdiction.

Notice of Offer to Holders of

OHIO EDISON COMPANY

Shares of 7.75% Class A Preferred Stock

Ohio Edison Financing Trust II, a Delaware statutory business trust
(the "Trust"), is offering, upon the terms and subject to the conditions set
forth in its Prospectus dated [________], 1996 (the "Prospectus") and the
accompanying Letter of Transmittal (the "Letter of Transmittal" which, together
with the Prospectus, constitute the "Offer"), to exchange its [___]% Trust
Originated Preferred Securities(SM) ("TOPrS(SM)") (the "Preferred Securities")
for up to 3,600,000 of the outstanding shares of 7.75% Class A Preferred Stock,
$25 par value per share (the "Class A Shares"), of Ohio Edison Company, an Ohio
corporation ("Ohio Edison"). Exchanges will be made on the basis of one
Preferred Security for each Class A Share validly tendered and accepted for
exchange in the Offer. Class A Shares not accepted for exchange because of
proration will be returned. In connection with the Offer, Ohio Edison will
deposit in the Trust as trust assets its [___]% Junior Subordinated Debentures
due 2016, as set forth in the Prospectus.

THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON [___________], 1996, UNLESS THE OFFER IS
EXTENDED.

- - ------------------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
NEITHER THE BOARD OF DIRECTORS OF OHIO EDISON, OHIO EDISON, THE
TRUSTEES NOR THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF CLASS A SHARES AS
TO WHETHER TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF CLASS A
SHARES ARE URGED TO CONTACT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR
DECISION ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

Upon the terms and conditions of the Offer, including the provisions
relating to proration described in the Prospectus, the Trust will accept for
exchange up to 3,600,000 Class A Shares, validly tendered and not withdrawn
prior to 12:00 midnight, New York City time, on [___________], 1996, or if the
Offer is extended by the Trust, in its sole discretion, the latest date and time
to which the Offer has been extended (the "Expiration Date"). Tenders of Class
A Shares pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless accepted for exchange by the Trust, may be withdrawn
at any time after 40 business days after the date of the Prospectus. Class A
Shares not accepted because of proration will be returned to the tendering
holders at the expense of the Trust as promptly as practicable following the
Expiration Date.

Consummation of the Offer is conditioned on, among other things, (i)
receipt of at least 1,200,000 validly tendered Class A Shares (which condition
may be waived by the Trust) and (ii) tenders by a sufficient number of holders
of Class A Shares such that, as of the Expiration Date, there be at least 400
record or beneficial owners of at least 1,000,000 Preferred Securities to be
issued in exchange for such Class A Shares (which condition may not be
waived)(the "Minimum Distribution Condition").

The Trust expressly reserves the right, in its sole discretion, subject
to applicable law, to (i) terminate the Offer, and not accept for exchange any
Class A Shares and promptly return all Class A Shares upon the failure of any of
the conditions specified above or in "The Offer--Conditions to the Offer" in the
Prospectus, (ii) waive any condition to the Offer (other than the Minimum
Distribution Condition) and accept all Class A Shares previously tendered
pursuant to the Offer, (iii) extend the Expiration Date of the Offer and retain
all Class A Shares tendered pursuant to such Offer until the Expiration Date,
subject, however, to all withdrawal rights of holders, see "The
Offer--Withdrawal of Tenders" in the Prospectus, (iv) amend the terms of the
Offer or (v) modify the form of the consideration to be paid pursuant to the
Offer. Any amendment applicable to the Offer will apply to all Class A Shares
tendered pursuant to the Offer. The minimum period during which the Offer must
remain open following material changes in the terms of the Offer or the
information concerning the Offer, other than a change in the percentage of
securities sought or the price, depends upon the facts and circumstances,
including the relative materiality of such terms or information. See "The
Offer--Expiration Date; Extensions; Amendments; Termination" in the Prospectus.

-2-
<PAGE> 3
The Prospectus and Letter of Transmittal contain important information
which should be read before any action is taken by holders of Class A Shares.
Tenders may be made only by a properly completed and executed Letter of
Transmittal and in conformance with the terms thereof and of the Prospectus.

Ohio Edison will pay to Soliciting Dealers (as defined in the
Prospectus) designated by the record or beneficial owner, as appropriate, of
Class A Shares a solicitation fee of $[_____] per Class A Share validly tendered
and accepted for exchange pursuant to the Offer, subject to certain conditions.
Soliciting Dealers are not entitled to a solicitation fee for Class A Shares
beneficially owned by such Soliciting Dealer.

The information required to be disclosed by paragraph (d)(1) of Rule
13e-4 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Prospectus and is incorporated herein by
reference.

The Prospectus and the related Letter of Transmittal are first being
sent to holders of Class A Shares on [__________], 1996 and are being furnished
to brokers, dealers, banks and similar persons whose names, or names of whose
nominees, appear on the lists of holders of the Class A Shares or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Class A
Shares.

Any questions or requests for assistance may be directed to the
Information Agent and the Dealer Manager at the addresses and telephone numbers
set forth below. Requests for copies of the Prospectus, the Letter of
Transmittal or the Notice of Guaranteed Delivery may be directed to Georgeson &
Company Inc., the Information Agent, at (800) 223-2064, and copies will be
forwarded promptly at Ohio Edison's expense. Shareholders may also contact
their broker, dealer, commercial bank or trust company for assistance concerning
the Offer.

-3-
<PAGE> 4
The Information Agent for the Offer is:

[insert logo]

Georgeson & Company Inc.

Wall Street Plaza
New York, New York 10005
(800) 223-2064 (TOLL-FREE)
Banks and Brokers Call Collect:
(212) 440-9800

The Dealer Manager for the Offer is:

Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
(212) 236-4565 (Collect)

[_____________], 1996

-4-

<PAGE> 1

EXHIBIT 99.8

LETTER TO CLASS A HOLDERS

(OHIO EDISON LOGO)

Ohio Edison Company
76 South Main Street
Akron, Ohio 44308

[___________], 1996

Dear Shareholder:

A special purpose trust formed by Ohio Edison is offering to
exchange its [___]% Trust Originated Preferred Securities (TOPrS) for up to
3,600,000 outstanding shares of Ohio Edison 7.75% Class A Preferred Stock. The
exchange will be made on the basis of one TOPrS for one share of Class A
Preferred Stock.

This exchange offer makes good economic sense for Ohio Edison.
Replacing the Class A Shares with TOPrS will improve Ohio Edison's after-tax
cash flow. The cash flow benefit arises because interest payable by Ohio
Edison to the TOPrS' trust is deductible for federal income tax purposes, while
the dividends payable by Ohio Edison on the Class A Shares are not.

Neither Ohio Edison nor its Board makes any recommendation as
to whether you should exchange your Preferred Shares. That's your decision. I
encourage you to read the enclosed Prospectus before deciding. If you choose
to participate in the exchange offer, please follow the instructions in the
enclosed materials.

If you have any questions, please call Georgeson & Company
Inc. or the Dealer Manager at the phone numbers on the back cover of the
enclosed Prospectus. Thank you.

Very truly yours,

-----------------------------------------
President and Chief Executive Officer

<PAGE> 1

EXHIBIT 99.9
QUESTIONS AND ANSWERS

RELATING TO THE OFFER (THE "OFFER") BY
OHIO EDISON FINANCING TRUST II (THE "TRUST")
TO EXCHANGE ITS
[___]% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPrS(SM)")
FOR CLASS A SHARES OF
OHIO EDISON COMPANY (THE "COMPANY")

Please note that the following information does not purport to
be complete and is subject in all respects to the provisions of, and is
qualified in its entirety by reference to, the Prospectus dated [________],
1996 (the "Prospectus") and the Letter of Transmittal (which together
constitute the Offer). Please refer to the Prospectus for details of the Offer
and defined terms used herein.

1. Q: WHAT ARE THE TERMS OF THE OFFER?

A: The Trust will exchange one TOPrS for each Class A Share
issued by the Company. See "The Offer" in the Prospectus.

2. Q: WHAT ARE TOPrS?

A: TOPrS represent preferred undivided beneficial interests in
the Trust's assets, consisting solely of Junior Subordinated
Debentures due 2016 issued by the Company. TOPrS securities
pay quarterly distributions corresponding to the interest rate
and the payment dates for the Junior Subordinated Debentures.
See "Description of the Preferred Securities" in the
Prospectus.

3. Q: WHAT IS THE PURPOSE OF THE OFFER?

A: The principal purpose is to refinance the Class A Shares with
the TOPrS to achieve certain tax efficiencies and to preserve
flexibility with respect to future financings. The
refinancing will permit the Company to deduct interest payable
on the Junior Subordinated Debentures for United States
federal income tax purposes, while the dividends payable on
the Class A Shares are not deductible.

- - -------------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2
4. Q: WILL THE TOPrS BE LISTED ON THE NEW YORK STOCK EXCHANGE?

A: Yes. The ticker symbol will be "[_____]".

5. Q: ARE THE TOPrS RATED?

A: [As of the date of the Prospectus, the TOPrS have been rated
by Moody's and by Standard & Poor's and have the same ratings
as the Class A Shares.]

6. Q: HOW ARE THE TOPrS GUARANTEED?

A: Payments of dividends on the TOPrS and on liquidation or
redemption are guaranteed on a subordinated basis by the
Company, only if and to the extent payments have been made on
the Junior Subordinated Debentures. See "Description of the
Preferred Securities Guarantee" in the Prospectus.

7. Q: ARE THE REDEMPTION PROVISIONS OF THE TOPrS DIFFERENT FROM THE
CLASS A SHARES?

A: Yes. While the Class A Shares have no maturity date, the
TOPrS will be redeemed following repayment of the Junior
Subordinated Debentures upon their [____________], 2016 final
maturity date or earlier redemption. The Junior Subordinated
Debentures and the Class A Shares (under certain
circumstances) are redeemable at the option of the Company
after April 1, 1998.

The redemption price of $25 per share is the same for the
Junior Subordinated Debentures and the Class A Shares. See
"Description of the Preferred Securities", "Description of the
Preferred and Class A Shares", and "Prospectus Summary -
Potential Risks to Exchanging Holders" in the Prospectus.

DISTRIBUTION AND DIVIDEND MATTERS

8. Q: HOW DOES THE DISTRIBUTION RATE ON THE TOPrS COMPARE TO THE
DIVIDEND RATE ON THE CLASS A SHARES?

A: The distribution rate on the TOPrS is [___]% per annum, while
the dividend rate for the Class A Shares is 7.75% per annum.

9. Q: WILL DISTRIBUTIONS ON THE TOPrS BE PAID ON THE SAME SCHEDULE
AS DIVIDENDS ON THE CLASS A SHARES?

-2-
<PAGE> 3
A: No, there is a different payment schedule. Distributions on
the TOPrS will be paid on March 31, June 30, September 30 and
December 31, while dividends are paid on the Class A Shares on
January 1, April 1, July 1 and October 1.

10. Q: THE NEXT SCHEDULED DIVIDEND PAYMENT DATE ON THE CLASS A SHARES
IS [________], 1996. WILL THAT DIVIDEND BE PAID ON CLASS A
SHARES THAT ARE EXCHANGED IN THE OFFER?

A: Yes. However, holders who exchange their Class A Shares in
the Offer will not be paid dividends on those Class A Shares
for any period after [___________], 1996. Instead, such
holders will be entitled to receive distributions on their new
TOPrS at the rate of 7.75% per annum from [__________], 1996
up to and including the Expiration Date of the Offer, and
[___]% per annum thereafter, with the first payment to be made
on [__________], 1996. See "Description of the Preferred
Securities - Distributions" in the Prospectus.

11. Q: EXPLAIN THE 20 QUARTER DIVIDEND DEFERRAL PROVISION OF THE
TOPrS?

A: Quarterly interest payments on the Junior Subordinated
Debentures may be deferred for one or more periods of up to 20
consecutive quarters each, at the option of the Company. In
the case of any such deferral, distributions on the TOPrS will
be similarly deferred. The Junior Subordinated Debentures
have a maturity date which may not be extended. See
"Description of the Preferred Securities - Distributions" in
the Prospectus. Quarterly dividend payments on the Class A
Shares are payable only if declared by the Company's Board of
Directors and such dividends may be deferred indefinitely. To
date, the Company has made each quarterly dividend payment
with respect to the Class A Shares on the scheduled dividend
payment date. The Class A Shares have no maturity date.

Deferred TOPrS distributions continue to accrue and, if in
arrears for more than one quarter will accrue interest at the
rate of [___]% per annum 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. However, while
dividends on the Class A Shares accrue if dividends are
suspended, no interest will accrue on such accrued but unpaid
dividends. During such a deferral, the Trust will continue to
accrue interest income (as original issue discount) in respect
of the Junior Subordinated Debentures which will be taxable to
beneficial owners of TOPrS. As a result, beneficial owners of
TOPrS during such a deferral will include their pro rata share
of the interest in gross income in advance of the receipt of
cash.

-3-
<PAGE> 4
TAX ISSUES

12. Q: WILL THE EXCHANGE OF TOPrS FOR CLASS A SHARES CONSTITUTE A
TAXABLE EVENT?

A: Yes. The Company recommends that each holder read the section
entitled "Taxation" in the Prospectus and consult their own
tax advisor.

13. Q: WHAT WILL BE THE INITIAL TAX BASIS FOR THE TOPrS?

A: The initial tax basis of TOPrS acquired in the Offer will be
equal to the fair market value of the TOPrS on the Expiration
Date of the Offer. See "Taxation" in the Prospectus.

14. Q: HOW WILL DISTRIBUTIONS ON THE TOPrS BE REPORTED TO THE IRS?

A: Distribution on the TOPrS will be reported on Form 1099-OID.

15. Q: CORPORATE HOLDERS CAN CLAIM THE DIVIDENDS RECEIVED DEDUCTION
ON DIVIDENDS ON THE CLASS A SHARES. ARE DISTRIBUTIONS ON THE
TOPrS ELIGIBLE FOR THAT DEDUCTION FOR CORPORATE HOLDERS?

A: No.

PROCEDURES FOR EXCHANGING CLASS A SHARES

16. Q: IF CLASS A SHARES ARE REGISTERED IN MY NAME, HOW DO I
PARTICIPATE IN THE OFFER?

A: You should have received a package from Georgeson & Company
Inc. consisting of this Question and Answer sheet and:

* Prospectus dated [________], 1996,
* Letter of Transmittal (printed on blue paper) bearing
a pre-printed label with your account name and
address,
* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9,
* Notice of Guaranteed Delivery,
* Letter from the President and Chief Executive Officer
of Ohio Edison Company, and
* Return envelope addressed to The Bank of New York.

If, after reviewing these materials carefully, you decide to
participate in the Offer, complete the Letter of Transmittal
and send it with your certificate(s)

-4-
<PAGE> 5
representing Class A Shares to The Bank of New York as
Exchange Agent at either of the addresses shown on the Letter
of Transmittal. It is recommended that you use registered or
certified mail.

Holders of record may also contact their broker to exchange
their Class A Shares on their behalf. And if you cannot
deliver your certificate(s) to the Exchange Agent before the
Expiration Date, then you must arrange for your broker to
guarantee delivery of your Class A Shares. See "The Offer -
Procedures for Tendering" in the Prospectus.

17. Q: IF MY CLASS A SHARES ARE HELD BY A BROKER OR BANK FOR MY
ACCOUNT, HOW DO I PARTICIPATE IN THE OFFER?

A: If your Class A Shares are held by a broker or bank for your
account, you should have received a package from them as
holder of record containing, along with this Question and
Answer sheet, the following:

* Prospectus dated [________], 1996,
* Letter of Transmittal for information only,
* Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9,
* Notice of Guaranteed Delivery,
* Letter from the President and Chief Executive Officer
of Ohio Edison Company, and
* Cover letter or notice from your broker or bank.

If you decide to participate in the Offer, you must contact
your broker or bank to tender your Class A Shares on your
behalf. See "The Offer - Procedures for Tendering - Special
Procedure for Beneficial Owners" in the Prospectus.

18. Q: ONCE I HAVE TENDERED MY CLASS A SHARES (OR INSTRUCTED MY
BROKER OR BANK TO TENDER THEM ON MY BEHALF), MAY I WITHDRAW
THEM FROM THE OFFER?

A: Yes, tenders of Class A Shares may be withdrawn at any time
prior to the Expiration date and, unless accepted for exchange
by the Trust, may be withdrawn at any time after 40 business
days from the date of the Prospectus. See "The Offer -
Withdrawal of Tenders" in the Prospectus.

19. Q: WHEN DOES THE OFFER EXPIRE?

A: At 12:00 midnight, New York City Time, on [_______],
[___________], 1996 unless extended by the Trust. The Trust
may also amend or terminate the Offer as described in the
Prospectus.

-5-
<PAGE> 6
FOR ADDITIONAL DETAILS, OR IF YOU HAVE ANY QUESTIONS,
PLEASE CALL THE INFORMATION AGENT.
GEORGESON & COMPANY INC.
(800) 223-2064 (TOLL-FREE)

BANKS AND BROKERS, CALL COLLECT:
(212) 440-9800

-6-
<PAGE> 7
NOTES

-7-

<PAGE> 1

EXHIBIT 99.10
FORM OF DESIGNATION OF SOLICITING DEALERS

For those investors designating a firm other than their bank or broker
to receive solicitation fees, please complete the following information to
direct such fees accordingly.

- - --------------------------------------------------------------------------------
SOLICITED TENDERS

The undersigned represents that the Soliciting Dealer who
solicited and obtained this tender is:

Name of Firm:
----------------------------------------------------------------
(PLEASE PRINT)

Number of Tendered Shares:
---------------------------------------------------

Name of Individual Broker
or Financial Consultant:
---------------------------------------------------

Identification Number (if known):
--------------------------------------------

Address:
---------------------------------------------------------------------

-----------------------------------------------------------------------------
(INCLUDE ZIP CODE)

SIGN HERE:

X
----------------------------------------------------------------------------

X
----------------------------------------------------------------------------
SIGNATURE(S)

DATED:
----------------------------------

PLEASE PRINT NAME(S) AND
ADDRESSES HERE:
-------------------------------------------------------------

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

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

cc:
----------------------------
Soliciting Dealer

----------------------------
Bank Broker Custodian Bank