8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 20, 2008

Commission	Registrant; State of Incorporation;	I.R.S. Employer
File Number	Address; and Telephone Number	Identification No.
1-2578	OHIO EDISON COMPANY	34-0437786
	(An Ohio Corporation)
	c/o FirstEnergy Corp.
	76 South Main Street
	Akron, OH  44308
	Telephone (800)736-3402

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 20, 2008, Ohio Edison Company (OE) issued and sold $275 million aggregate principal amount of its First Mortgage Bonds 8.25% Series of 2008 due 2038 (2038 Bonds) and $25 million aggregate principal amount of its First Mortgage Bonds 8.25% Series of 2008 due 2018 (2018 Bonds), pursuant to the terms of separate Underwriting Agreements, dated October 15, 2008 and October 16, 2008, respectively, in each case among Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc., as representatives of the underwriters listed on Schedule I thereto.  The 2018 and 2038 Bonds are registered under OE’s automatic shelf registration statement on Form S-3 (SEC File No. 333-153608-06) which was filed and became effective on September 22, 2008.

The 2038 Bonds will mature on October 15, 2038 and bear interest at the rate of 8.25% per annum payable on April 15 and October 15 in each year beginning on April 15, 2009 until maturity.

The 2018 Bonds will mature on October 15, 2018 and bear interest at the rate of 8.25% per annum payable on April 15 and October 15 in each year beginning on April 15, 2009 until maturity.

Each series of Bonds will be redeemable, in whole or in part, at OE’s option, at any time prior to maturity at a “make-whole” redemption price as set forth in the respective form of such Bonds included in the Fourteenth Supplemental Indenture referenced below.

OE intends to use the net proceeds from the sales of each series of Bonds for capital expenditures and other general corporate purposes.

The terms of each series of Bonds were established in a Fourteenth Supplemental Indenture, dated as of October 1, 2008, to the General Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, between OE and The Bank of New York Mellon (f/k/a The Bank of New York), as Trustee, a copy of which is filed as Exhibit 4.1 under Item 9.01 hereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of October 15, 2008, among Ohio Edison Company and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities, Inc., Morgan Stanley & Co. Incorporated, and Scotia Capital (USA) Inc. as representatives of the Underwriters named in Schedule I to the Underwriting Agreement
1.2	Underwriting Agreement, dated as of October 16, 2008, among Ohio Edison Company and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities, Inc., Morgan Stanley & Co. Incorporated, and Scotia Capital (USA) Inc. as representatives of the Underwriters named in Schedule I to the Underwriting Agreement
4.1	Fourteenth Supplemental Indenture, dated as of October 1, 2008, to Ohio Edison Company’s General Mortgage Indenture and Deed of Trust dated as of January 1, 1998
4.2	Form of First Mortgage Bonds 8.25% Series of 2008 due 2038 (contained in Exhibit 4.1 hereto)
4.3	Form of First Mortgage Bonds 8.25% Series of 2008 due 2018 (contained in Exhibit 4.1 hereto)
5.1	Opinion of Associate General Counsel Wendy Stark, Esq. relating to the Bonds
23.1	Consent of Wendy E. Stark (contained in Exhibit 5.1 hereto)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

October 22, 2008

OHIO EDISON COMPANY

Registrant

/s/  Harvey L. Wagner

Harvey L. Wagner

Vice President and Controller

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EX-1.1

Exhibit 1.1

Execution Copy

OHIO EDISON COMPANY

(an Ohio corporation)

$275,000,000 First Mortgage Bonds 8.25% Series of 2008 due 2038

UNDERWRITING AGREEMENT

October 15, 2008

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Greenwich Capital Markets, Inc.

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

Scotia Capital (USA) Inc.

As Representatives of the Underwriters

  named in Schedule I to the Underwriting

  Agreement (as defined below)

c/o                           Barclays Capital Inc.

200 Park Avenue

New York, NY 10166

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10003

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830

J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Scotia Capital (USA) Inc.

1 Liberty Plaza, 25th Floor

165 Broadway

New York, NY 10006

Ladies and Gentlemen:

Ohio Edison Company, a corporation organized under the laws of the State of Ohio (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”, which term, when the context permits, shall also include any underwriters substituted as hereinafter provided in Section 11), for whom Barclays Capital Inc. (“Barclays”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Greenwich Capital Markets, Inc. (“RBS”), J.P. Morgan Securities Inc. (“JPMorgan”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Scotia Capital (USA) Inc. (“Scotia”) are acting as representatives (in such capacity, the “Representatives”), $275,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2038 (the “Bonds”), to be issued under a General Mortgage Indenture and Deed of Trust, dated January 1, 1998, under which The Bank of New York Mellon is trustee (the “Trustee”), as previously supplemented and modified by thirteen supplemental indentures thereto (together, the “Mortgage and Deed of Trust”) and as to be further supplemented, for the issuance of the Bonds, by a fourteenth supplemental indenture to be dated October 1, 2008 (the “Fourteenth Supplemental Indenture,” and, together with the Mortgage and Deed of Trust, hereinafter referred to as the “First Mortgage”) in accordance with the terms set forth in this underwriting agreement (the “Underwriting Agreement”).  The Bonds shall have the series designation, denominations, issue price, maturities, interest rates, redemption provisions, if any, and other terms as set forth in the General Disclosure Package (hereinafter defined).

SECTION 1.     Representations and Warranties.

(a)Representations and Warranties by the Company.  The Company represents and warrants to and agrees with each Underwriter that:

(i)       An “automatic shelf registration statement” as defined in Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-153608) to be used in connection with the public offering and sale of debt securities, including the Bonds, and other securities of the Company under the Securities Act and the rules and regulations promulgated thereunder (the “Rules and Regulations”) and the offering thereof from time to time in accordance with Rule 415 under the Securities Act, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Securities Act and the Rules and Regulations.  The Company will file with the Securities and Exchange Commission (the “Commission”) a prospectus supplement specifically relating to the terms of the Bonds pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act.  The Company qualifies for use of Form S-3 for the registration of the Bonds and the Bonds are registered under the Securities Act.  “Registration Statement” as of any time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated or deemed to be incorporated by reference therein and any information in a prospectus or prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified.  “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (hereinafter defined), which time shall be considered the “Effective Date” of the Registration Statement relating to the Bonds.  For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or form of prospectus), at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Bonds in reliance on the exemption of Rule 163 of the Securities Act, and as of the date hereof, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act.

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(ii)At the time the Registration Statement initially became effective, at the time that each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus) became effective and on the Effective Date relating to the Bonds, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939 (“Trust Indenture Act”), as the case may be, and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  On the date hereof, on the date of any filing pursuant to Rule 424(b) and on the Closing Date (hereinafter defined), the Registration Statement and the Prospectus (as defined in this paragraph (ii)) will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives, if any, specifically for use therein or to any statements in or omissions from the Statement of Eligibility of the Trustee under the First Mortgage, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof, but nothing contained herein is intended as a waiver of compliance with the Securities Act or the Rules and Regulations.  For purposes of this Underwriting Agreement, “Statutory Prospectus” as of any time means the preliminary prospectus supplement (which term includes the base prospectus) or prospectus relating to the Bonds that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be a part thereof pursuant to Rule 430B or 430C that has not been superseded or modified.  For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.  “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Bonds and otherwise satisfies Section 10(a) of the Securities Act.

(iii)The documents incorporated or deemed to be incorporated by reference in the General Disclosure Package (as hereinafter defined) and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements, as applicable, of the Exchange Act and the rules and regulations of the Commission thereunder, and, when read together with other information in the General Disclosure Package or the Prospectus, as applicable, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(iv)(A)   At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Bonds and (B) on the date hereof,  the Company was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Securities Act and not being the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Securities, all as described in Rule 405.

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(v)As of the Applicable Time (as defined in this paragraph (v)), neither (A) the Issuer Free Writing Prospectus(es) (as defined in this paragraph (v)) listed in Schedule II hereto, the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (B) any individual Issuer Free Writing Prospectus (as defined in this paragraph (v)), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.  “Applicable Time” means 3:11 p.m. (Eastern Time) on the date hereof.  “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 (“Rule 433”) under the Securities Act, relating to the Bonds in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

(vi)Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Bonds or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence and in Section 3(j) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement, the General Disclosure Package and the Prospectus.  The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(vii)     The historical consolidated financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and, for the periods indicated and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise disclosed in the General Disclosure Package.

(viii)    Since the most recent time as of which information is given in the General Disclosure Package and the Prospectus, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the business prospects, earnings, business, properties, condition (financial or otherwise) or operations of the Company and its subsidiaries, taken as a whole, other than changes and developments contemplated by the General Disclosure Package and the Prospectus, respectively.

(ix)The Company has been duly incorporated and is validly subsisting as a corporation in good standing under the laws of the State of Ohio, has the corporate power and authority to own, lease or operate its property and to conduct its business as described in the Prospectus and the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

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(x)      Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease or operate its property and to conduct its business as described in the Prospectus and the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

(xi)This Underwriting Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting enforcement of creditors’ rights generally, or by general principles of equity (whether enforcement is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing, and except that the enforcement of rights to indemnification and contribution hereunder may be limited by applicable law or public policy.

(xii)     The Mortgage and Deed of Trust has been, and on the Closing Date, the First Mortgage will be, (1) duly qualified under the Trust Indenture Act and (2) duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforceability is considered in a proceeding in equity or in law) and by an implied covenant of good faith and fair dealing.

(xiii)    The Bonds have been duly authorized by the Company, and, when they have been duly executed by the Company, authenticated by the Trustee, and issued and delivered against payment therefor as provided herein, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether such enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing and will be entitled to the benefits provided by the First Mortgage.

(xiv)    The Bonds and the Mortgage and Deed of Trust conform, and on the Closing Date, the First Mortgage will conform, in all material respects to the descriptions thereof contained in the Prospectus and the General Disclosure Package.

(xv)Neither the issuance and sale of the Bonds nor the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Underwriting Agreement, the First Mortgage and the Bonds will (A) contravene, or (B) result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (a) any provision of applicable law, (b) the amended articles of incorporation or amended and restated code of regulations, or other organizational documents, each as amended, of the Company or any subsidiary of the Company, (c) any agreement or other instrument binding upon the Company or any subsidiary of the Company or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary of the Company or any of their properties.  Furthermore, neither the Company nor any subsidiary of the Company is (x) in violation of any applicable law, or (y) in violation  or in default, of its respective amended articles of incorporation or amended and restated code of regulations, each as amended, or other organizational documents, or in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which it is a party or by which any of them is bound, or to which any of its property or assets is subject, except such defaults as have been waived or which would not have, singly or in the aggregate, a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

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(xvi)    Other than as disclosed in the Prospectus and the General Disclosure Package, there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened, to which the Company or any subsidiary of the Company is a party or to which any of the properties of the Company or any subsidiary of the Company are subject wherein an unfavorable decision, ruling or finding could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Underwriting Agreement, or to consummate the transactions contemplated by the Prospectus and the General Disclosure Package; and there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Prospectus or the General Disclosure Package, or to be filed or incorporated by reference as an exhibit thereto, which is not described, filed or incorporated as required.

(xvii)   No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act, such as has been obtained from the Public Utilities Commission of Ohio, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Bonds by the Underwriters in the manner contemplated herein and in the General Disclosure Package.  The Company possesses such certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its business as currently operated, except where the failure to possess such certificate, authorization or permit would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

(xviii)   The Company and each of its subsidiaries (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except in cases in which that noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

(xix)    The Company maintains (x) systems of internal controls and processes sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (y) disclosure controls and procedures (as defined in accordance with Rules 13a-15 and 15d-15 under the Exchange Act).

(xx)     The Company is not, and after giving effect to the offering and sale of the Bonds and the application of the proceeds thereof as described in the Prospectus and the General Disclosure Package will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xxi)    PricewaterhouseCoopers LLP, which has certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm as required by the Securities Act and the Rules and Regulations and the rules and regulations of the Public Company Accounting Oversight Board.

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(xxii)    The Company does not own or control, directly or indirectly, any corporation or other entity other than the subsidiaries listed on Schedule III hereto.

(b)Officer’s Certificates.  Any certificate signed by any duly authorized officer of the Company and delivered to the Underwriters or to counsel for the Underwriters in connection with this offering shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

SECTION 2.Sale and Delivery to Underwriters; Closing.

(a)Purchase and Sale.  Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $264,816,062, the principal amount of the Bonds set forth opposite such Underwriter’s name in Schedule I hereto plus any additional principal amount of Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11, subject to such adjustments among the Underwriters as the Representatives, on behalf of the Underwriters, shall make to eliminate any sales or purchases of fractional Bonds.

(b)Payment and Delivery.  Payment of the purchase price for, and delivery of certificates for, the Bonds shall be made at the office of Calfee, Halter & Griswold LLP, 800 Superior Ave., Suite 1400, Cleveland, Ohio 44114, or at such other place as shall be agreed upon by the Company and the Representatives on behalf of the Underwriters, at 10:00 a.m., (Eastern Time), on the third business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Company and the Representatives on behalf of the Underwriters (such time and date of payment and delivery being herein called the “Closing Date”).

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Underwriters for the account of the Underwriters of the Bonds to be purchased by them.

The delivery of the Bonds shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York, or its designee, and the Underwriters shall accept such delivery.

The certificate(s) representing the Bonds shall be made available for examination by the Representatives not later than 2:00 p.m. (Eastern Time) on the last business day prior to the Closing Date at such place as may be agreed upon between the Representatives and the Company.

SECTION 3.Covenants of the Company.  The Company covenants with the Underwriters as follows:

(a)To promptly file each Statutory Prospectus (including the Prospectus) with the Commission pursuant to Rule 424(b) under the Securities Act.

(b)The Company will advise the Representatives promptly of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof or any order suspending or preventing the use of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, and will use its best efforts to prevent the issuance of any such stop order or other such order and to obtain as soon as possible its lifting, if issued.

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

(d)Before amending or supplementing the Registration Statement or any Statutory Prospectus or filing with the Commission any document pursuant to Section 13, 14 or 15(d) of the Exchange Act, during the period referred to in paragraph (e) below, to furnish to the Representatives a copy of each such proposed amendment, supplement or document for the Representatives’ review prior to filing and not to file any such proposed amendment, supplement or document to which the Representatives reasonably object.

(e)The Company will promptly notify the Underwriters, and confirm such notice in writing (which notice and confirmation may be satisfied by providing the Underwriters with any related periodic report filed under the Exchange Act), of (x) any filing made by the Company of information relating to the offering of the Bonds with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) any material changes in or affecting the condition (financial or otherwise) business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, which (i) make any statement in the Prospectus as then amended or supplemented materially false or misleading or (ii) are not disclosed in the Prospectus as then amended or supplemented.  If, at any time when a prospectus covering the Bonds is (or but for the exemption in Rule 172 under the Securities Act would be) required by law to be delivered in connection with sales of the Bonds by an Underwriter or dealer, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Company, to amend the Registration Statement or to amend or supplement the Prospectus or modify the information incorporated by reference therein in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is (or but for the exemption in Rule 172 under the Securities Act would be) delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or modify such information to comply with the Securities Act and the Rules and Regulations, forthwith to prepare and file with the Commission and to furnish (subject to the conditions in paragraph (c) above), at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Bonds may have been sold by the Underwriters, and to any other dealers upon request, such amendments or supplements to the Prospectus or modifications to the documents incorporated by reference therein, so that the statements in the Prospectus as so amended, supplemented or modified will not, in the light of the circumstances existing at the time such Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with the Securities Act and the Rules and Regulations.  If, prior to the Closing Date, there occurs an event or development as a result of which the General Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the General Disclosure Package is delivered to a purchaser, not misleading, the Company promptly will notify the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented, and will promptly prepare an amendment or supplement that will correct such statement or omission.

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(f)             The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Bonds for offering and sale under the applicable securities laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect as long as required for the sale of the Bonds; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.  The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Bonds have been qualified as above provided.  The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Bonds for sale in any such state or jurisdiction or the initiating or threatening of any proceedings for such purpose.  The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Bonds for investment under the laws of such jurisdictions as the Underwriters may reasonably request.

(g)The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”) to provide their respective credit ratings of the Bonds.

(h)The Company will use the proceeds received by it from the sale of the Bonds in the manner specified in the Prospectus under “Use of Proceeds.”

(i)            During a period beginning on the date of this Underwriting Agreement and continuing to and including the Closing Date, the Company will not, without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities issued or guaranteed by the Company or any of its subsidiaries substantially similar to the Bonds or securities of the Company or any of its subsidiaries that are convertible into, or exchangeable for, the Bonds.

(j)             If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that time, not misleading, (A) the Company will promptly notify the Representatives  and (B) the Company will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

SECTION 4.Free Writing Prospectuses.

(a)Free Writing Prospectuses.  The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.  The Company represents that it has complied and will comply with the requirements of Rules 164 and 433 applicable to any Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.  The parties hereto agree that the only Issuer Free Writing Prospectuses issued on or prior to the Applicable Time and consented to by the Company and the Representatives are specified on Schedule II hereto (including the final term sheet prepared in accordance with Section 4(b) below).

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(b)Final Term Sheet.  The Company will prepare a final term sheet relating to the Bonds, containing only information that describes the final terms of the Bonds and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii).  Any such final term sheet is an Issuer Free Writing Prospectus for purposes of this Underwriting Agreement and is specified in Schedule II hereto.

SECTION 5.Payment of Expenses.

(a)Expenses.  The Company will pay all expenses incident to the performance of its obligations under this Underwriting Agreement, including (i) the preparation, printing and any filing of each Statutory Prospectus (including the Prospectus) and each Issuer Free Writing Prospectus and of each amendment or supplement thereto, (ii) the preparation, reproduction and delivery to the Underwriters of this Underwriting Agreement and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Bonds, (iii) the preparation, issuance and delivery of the certificates for the Bonds to the Underwriters, including any charges of DTC in connection therewith, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors (but not the fees and disbursements of counsel for the Underwriters), (v) the qualification of the Bonds under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto and any legal investment survey (such fees and disbursements not to exceed $7,500), (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the First Mortgage and the Bonds and (vii) any fees payable in connection with the rating of the Bonds in accordance with Section 3(g) hereof.

(b)Termination of Underwriting Agreement.  If this Underwriting Agreement is terminated by the Underwriters in accordance with the provisions of Section 6, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including fees and disbursements of counsel for the Underwriters which were reasonably incurred.

SECTION 6.     Conditions of Underwriters’ Obligations.  The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1(a) as of the Applicable Time, the time this Underwriting Agreement is executed and delivered by the parties hereto and the Closing Date, to the accuracy of the statements made in certificates of the Company executed by any officer of the Company or any officer of any of the Company’s subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

(a)No Stop Orders.  Subsequent to the execution and delivery of this Underwriting Agreement and prior to the Closing Date:

(i)        no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in effect, no order of the Commission directed to the adequacy or accuracy of any document incorporated or deemed to be incorporated by reference in the Prospectus shall be in effect, and no proceedings for either purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before or threatened by the Commission; and

(ii)there shall not have been, since the date hereof or since the respective dates as of which information is given in the General Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the Applicable Time), any material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not  arising in the ordinary course of business.

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(b)Officer’s Certificate.  The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) and (ii) above and to the effect that the representations and warranties of the Company in Section 1(a) were true and correct in all material respects when made and are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, and that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date.  The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)Opinions of Counsel for the Company.  At the Closing Date, the Underwriters shall have received the favorable opinions, each dated as of the Closing Date, of Wendy E. Stark, Associate General Counsel for the Company’s parent, FirstEnergy Corp., and Akin Gump Strauss Hauer & Feld LLP, special counsel to the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for the other Underwriters, to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effects as counsel to the Underwriters may reasonably request.  In giving her opinion, Wendy E. Stark may rely, as to all matters governed by the laws of the State of New York, upon the opinion of Akin Gump Strauss Hauer & Feld LLP.  Each counsel may state that, insofar as her or its opinion involves factual matters, such counsel has relied, to the extent she or it deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(d)Opinion of Counsel for Underwriters.  At the Closing Date, the Underwriters shall have received the favorable opinion, dated as of the Closing Date, of Calfee, Halter & Griswold LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters.  In giving such opinion such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(e)Comfort Letter.

(i)        On or prior to the date of this Underwriting Agreement, the Underwriters shall have received from PricewaterhouseCoopers LLP a comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters (of the type ordinarily issued in transactions covered by registration statements filed under the Securities Act) with respect to the financial statements and certain financial information contained in the Registration Statement and any Statutory Prospectus (including the Prospectus) or incorporated therein by reference, with a specified date not more than three business days prior to the date hereof.

(ii)At the Closing Date, the Underwriters shall have received from PricewaterhouseCoopers LLP a letter dated as of the Closing Date, confirming, as of a date not more than three business days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 6(e)(i) hereof.

(f)             Maintenance of Rating.  At the Closing Date, the Bonds shall be rated at least Baa1 by Moody’s and BBB+ by S&P, and the Company shall have delivered to the Underwriters a letter, dated as of the Closing Date, from each such rating agency, or other evidence reasonably satisfactory to the Underwriters, confirming that the Bonds have been assigned such ratings; and since the date of this Underwriting Agreement, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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(g)Clearance and Settlement.  At the Closing Date, the Bonds shall be eligible for clearance and settlement through the facilities of DTC.

(h)Additional Documents.  At the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Bonds as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

(i)             Termination of Underwriting Agreement.  If any condition contemplated by this Section shall not have been fulfilled when and as required to be fulfilled, or if any of the opinions and certificates mentioned above or elsewhere in this Underwriting Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Underwriting Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5 and except that Sections 7, 8 and 9 shall survive any such termination and remain in full force and effect.

SECTION 7.     Indemnification.

(a)Indemnification of Underwriters.  The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Underwriter and each such controlling person, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability, except insofar as such losses, claims, damages or liabilities that arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission are based upon information furnished in writing to the Company by any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.  This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b)Indemnification of Company, Directors and Officers.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, any Statutory Prospectus, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus.  The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Prospectus regarding the delivery of the Bonds and, under the caption “Underwriting,” (i) the concession and reallowance figures appearing in the third paragraph, (ii) the second sentence of the fourth paragraph related to market-making activities, and (iii) the sixth paragraph relating to stabilization, syndicate and covering transactions and penalty bids, in the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for use in the Registration Statement, any Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus.  This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

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(c)Actions Against Parties; Notification.  In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  The omission so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the loss by the indemnifying party of substantial rights and defenses and (ii) will not, in any event relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party or (iii) the indemnifying party fails to assume the defense of such proceeding or to employ counsel reasonably satisfactory to the indemnified party.  It is understood that, except as provided in the following sentence, the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel for all such indemnified parties.  Such counsel shall be designated in writing by the Representatives in the case of parties indemnified pursuant to the second preceding paragraph, and by the Company in the case of parties indemnified pursuant to the first preceding paragraph.

(d)Settlement.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

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SECTION 8.Contribution.  In the event that the indemnity provided for in Section 7 is held by a court to be unavailable, in whole or in part, to hold harmless an indemnified party for any reason, the Company and the Underwriters, severally and not jointly, agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and any of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other hand from the offering of the Bonds.  If the allocation provided by the immediately preceding sentence is held by a court to be unavailable for any reason, the Company and the Underwriters, severally and not jointly, agree to contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Company, and benefits received by the Underwriters shall be deemed to be equal to the discounts and commissions received by the Underwriters.  Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amounts of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this Section 8, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer that signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company.  The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the principal amount of Bonds set forth opposite their respective names in Schedule I hereto and not joint.

SECTION 9.     Representations, Warranties and Agreements to Survive Delivery.  All representations, warranties and indemnity and contribution agreements contained in this Underwriting Agreement or in certificates of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any termination of this Underwriting Agreement, any investigation made by or on behalf of the Underwriters or controlling person, or by or on behalf of the Company, and shall survive delivery of the Bonds to the Underwriters.

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SECTION 10. Termination of Underwriting Agreement.  The Underwriters may terminate this Underwriting Agreement by notice given by the Representatives to the Company, if  after the effectiveness of this Underwriting Agreement and prior to delivery of and payment for the Bonds (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over the counter market, (iii) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or any material disruption in commercial banking, securities settlement, payment or clearance services in the United States shall have occurred, or (iv) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, any declaration of war by Congress, or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (iv), makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus.  Sections 7, 8 and 9 shall survive any termination under this Section 10 and remain in full force and effect.

SECTION 11.  Default by One or More of the Underwriters.  If one or more of the Underwriters shall fail at the Closing Date to purchase the Bonds which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted Bonds”), the Underwriters shall have the right, but not the obligation, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 36-hour period, then:

(a)if the number of Defaulted Bonds does not exceed 10% of the aggregate principal amount of the Bonds, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective obligations to purchase hereunder bear to the obligations of all non-defaulting Underwriters, or

(b)if the number of Defaulted Bonds exceeds 10% of the aggregate principal amount of the Bonds, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.

In the event of any such default which does not result in a termination of this Underwriting Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangements.

SECTION 12.   Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  Notices to the Underwriters shall be directed to Barclays Capital Inc., 200 Park Avenue, New York, NY 10166, Attention: Fixed Income Syndicate, Facsimile (212) 412-7305; to Credit Suisse Securities (USA) Inc., 11 Madison Avenue, New York, NY 10010, Attention: LCD-IBD, Facsimile (212) 325-4296; to Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Debt Capital Markets Syndicate, Facsimile (203) 422-4534; J.P. Morgan Securities Inc., 270 Park Avenue, New York, NY 10017, Attention: High Grade Syndicate Desk — 8th Floor, Facsimile (212) 834-6081; Morgan Stanley & Co. Incorporated, 1585 Broadway, 29th Floor, New York, NY 10036, Attention: Investment Banking Division, Facsimile (212) 507-8999; and to Scotia Capital (USA) Inc., 1 Liberty Plaza, 25th Floor, 165 Broadway, New York, NY 10006, Attention: Debt Capital Markets, Facsimile (212) 225-6550; notices to the Company shall be directed to it at 76 South Main Street, Akron, Ohio  44308, Attention: Treasurer, Facsimile: (330) 384-3772.

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SECTION 13.  Parties.  This Underwriting Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors.  Nothing expressed or mentioned in this Underwriting Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Underwriting Agreement or any provision herein contained.  This Underwriting Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.  No purchaser of Bonds from the Underwriters shall be deemed to be a successor by reason merely of such purchase.

SECTION 14.   Absence of Fiduciary Relationship.  The Company acknowledges and agrees that:

(a)           the Representatives have been retained solely to act as underwriters in connection with the sale of Bonds and that no fiduciary, advisory or agency relationship between the Company and the Representatives have been created in respect of any of the transactions contemplated by this Underwriting Agreement, irrespective of whether the Representatives have advised or are advising the Company on other matters;

(b)           the price of the Bonds set forth in the final term sheet attached as Annex A to Schedule II hereto was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement;

(c)the Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d)          the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

SECTION 15.   Miscellaneous.

(a)           GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

     The Company and the Underwriters hereby submit to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

(b)           Waiver of Jury Trial.  The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

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(c)           Counterparts.  This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together, shall constitute but one and the same agreement.

(d)           Successors.  This Underwriting Agreement shall inure to the benefit of and be binding upon, each of the Company, the several Underwriters, and their respective successors and the officers and directors and controlling persons referred to in Sections 7, 8 and 9 hereof.  The term “successor” as used in this section shall not include any purchaser, as such, of any Bonds from the Underwriters.

(e)Integration.  This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

(f)             Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

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If the foregoing is in accordance with your understanding of our agreement, please sign counterparts hereof.

Very truly yours,

OHIO EDISON COMPANY 

as Issuer  

By:   ________________________________

Name:

Title:  

CONFIRMED AND ACCEPTED,

     as of the date first above written:

BARCLAYS CAPITAL INC.

By:___________________________________

Name:

Title:

CREDIT SUISSE SECURITIES (USA) LLC

By:___________________________________

Name:

Title:

GREENWICH CAPITAL MARKETS, INC.

By:___________________________________

Name:

Title:

J.P. MORGAN SECURITIES INC.

By:___________________________________

Name:

Title:

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MORGAN STANLEY & CO. INCORPORATED

By:___________________________________

Name:

Title:

SCOTIA CAPITAL (USA) INC.

By:___________________________________

Name:

Title:

Acting as representatives of the several Underwriters named in Schedule I.

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Schedule I

Underwriters	Principal Amount of Bonds
Barclays Capital Inc.   ...........................................................................................................................	35,750,000
Credit Suisse Securities (USA) LLC.   ..............................................................................................	35,750,000
Greenwich Capital Markets, Inc.   ......................................................................................................	71,500,000
J.P. Morgan Securities Inc.   ........................................................................................	35,750,000
Morgan Stanley & Co. Incorporated   ................................................................................................	35,750,000
Scotia Capital (USA) Inc.   ...................................................................................................................	35,750,000
Mizuho Securities USA Inc.   ...............................................................................................................	12,375,000
SunTrust Robinson Humphrey, Inc.   ...............................................................................................	12,375,000
Total   ......................................................................................................................	$275,000,000

Sch. I

Schedule II

Schedule of Issuer Free Writing Prospectuses

·   Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus)

Sch. II

ANNEX A

TO SCHEDULE II

Final Term Sheet

Attached hereto.

Sch. II, Annex A-1

Filed Pursuant to Rule 433

Registration No. 333-153608-06

October 15, 2008

Ohio Edison Company

Pricing Term Sheet

Issuer	Ohio Edison Company
Ratings*	Baa1/BBB+ (Moody’s/S&P)
Principal Amount	$275,000,000
Security Type	First Mortgage Bonds 8.25% Series of 2008 Due 2038
Trade Date	October 15, 2008
Settlement Date	October 20, 2008; T+3
Maturity Date	October 15, 2038
Coupon Payment Dates	Semi-annual payments in arrears on April 15 and October 15 of each year, beginning on April 15, 2009
Call Structure	Make-whole call at T+50 bps
Benchmark	UST 4.375% due February 15, 2038
Benchmark Price	102-15
Benchmark Yield	4.227%
Reoffer Spread	+427.3 bps
Reoffer Yield	8.500%
Coupon	8.25%
Price	97.303% of principal amount
Net Proceeds (%)	96.297%
Net Proceeds ($)	$264,816,062
Joint-Bookrunners	Barclays Capital Inc. (13.0%)
	Credit Suisse Securities (USA) LLC (13.0%)
	Greenwich Capital Markets, Inc. (26.0%)
	J.P. Morgan Securities Inc. (13.0%)
	Morgan Stanley & Co. Incorporated (13.0%)
	Scotia Capital (USA) Inc. (13.0%)
Co-Manager(s)	Mizuho Securities USA Inc. (4.5%)
	SunTrust Robinson Humphrey, Inc. (4.5%)
CUSIP	677347 CF1
ISIN	US677347CF16
* Note:  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering.  Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov.  Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling toll-free at 1-888-227-2275 x 2663, Credit Suisse Securities (USA) LLC by calling toll-free at 1-800-221-1037, Greenwich Capital Markets, Inc. by calling toll-free at 1-866-884-2071, J.P. Morgan Securities Inc. by calling 1-212-834-4533, Morgan Stanley & Co. Incorporated by calling toll-free at 1-866-718-1649, or Scotia Capital (USA) Inc. by calling toll-free at 1-800-372-3930.

Sch. II, Annex A-2

Schedule III

Subsidiaries

Name of Subsidiary	Business	State of Organization	% Ownership
OES Capital, Incorporated	Special Purpose Finance	Delaware	100%
OES Ventures, Incorporated	Special Purpose Finance	Ohio	100%
Pennsylvania Power Company	Electric Public Utility	Pennsylvania	100%

Sch. III - 1

Exhibit A-1

FORM OF IN-HOUSE OPINION

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Greenwich Capital Markets, Inc.

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

Scotia Capital (USA) Inc.

As Representatives of the Underwriters

  named in Schedule I to the Underwriting

  Agreement (as defined below)

c/o                           Barclays Capital Inc.

200 Park Avenue

New York, NY 10166

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10003

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830

J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Scotia Capital (USA) Inc.

1 Liberty Plaza, 25th Floor

165 Broadway

New York, NY 10006

Ladies and Gentlemen:

I am Associate General Counsel of FirstEnergy Corp., and have acted as counsel to its wholly-owned subsidiary, Ohio Edison Company, an Ohio corporation (the “Company”), in connection with the issuance and sale by the Company pursuant to the Underwriting Agreement, dated October 15, 2008, among Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc., as Representatives of the Underwriters listed on Schedule I thereto (collectively, the “Underwriters”), and the Company (the “Underwriting Agreement”) of $275,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2038 (the “Bonds”). The Bonds are to be issued under a General Mortgage Indenture and Deed of Trust, dated January 1, 1998, under which The Bank of New York Mellon is trustee (the “Trustee”), as previously supplemented and modified by thirteen supplemental indentures thereto (together, the “Mortgage and Deed of Trust”) and as to be further supplemented, for the issuance of the Bonds, by a fourteenth supplemental indenture to be dated October 1, 2008 (the “Fourteenth Supplemental Indenture” and, together with the Mortgage and Deed of Trust,  the “First Mortgage”).  This opinion is rendered at the request of the Underwriters pursuant to Section 6(c) of the Underwriting Agreement. All capitalized terms used in this letter, without definition, have the meanings assigned to them in the Underwriting Agreement.

Exh. A-1-1

For purposes of this opinion, I or persons under my supervision and control have reviewed:

(a)   the Underwriting Agreement;

(b)   the First Mortgage;

(c)   the form of the Bonds;

(d)   the Registration Statement;

(e)   the prospectus dated September 22, 2008 (SEC File No. 333-153608) (together with the documents incorporated therein by reference, the “Base Prospectus”) included in the Registration Statement;

(f)   the preliminary prospectus supplement, dated October 15, 2008 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”);

(g)   the final term sheet included as Annex A to Schedule II to the Underwriting Agreement (together with the Preliminary Prospectus, the “General Disclosure Package”); and

(h)   the final prospectus supplement dated October 15, 2008 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), relating to the Bonds, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations under the Securities Act.

 In addition, I or persons under my supervision and control have reviewed, and relied as to matters of fact upon, the documents delivered to you at the closing of the transaction contemplated by the Underwriting Agreement and upon originals or copies, certified or otherwise identified to my satisfaction, of the Amended and Restated Articles of Incorporation and Code of Regulations of the Company and of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as I have deemed relevant and necessary as a basis for this opinion.  In such review, I or persons under my supervision have assumed the due authorization, execution and delivery of each document by, and the validity, binding nature and enforceability of each document against, each of the parties thereto (other than the Company), the genuineness of all signatures, the legal capacity of natural persons, the conformity to original documents of all documents submitted to me as copies (whether or not certified and including facsimiles) and the authenticity of such latter documents and of all documents submitted to me as originals.

Based on the foregoing and on the qualifications contained herein, I am of the opinion that:

1.The Company was duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the General Disclosure Package, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

2.The First Mortgage has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith, fair dealing and reasonableness.

Exh. A-1-2

3.The Bonds have been duly authorized and executed by the Company and, when authenticated by the Trustee in accordance with the First Mortgage and delivered by the Company against payment therefor by the Underwriters pursuant to the Underwriting Agreement, they will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits provided by the First Mortgage, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith, fair dealing and reasonableness.

4.The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

5.No consent, approval, authorization, filing with or order of any Ohio court or governmental agency is required in connection with the transaction contemplated by the Underwriting Agreement, except such as has been obtained from the Public Utilities Commission of Ohio and such as may be required under the securities or blue sky laws of any jurisdiction (other than the federal law of the United States of America), as to which I express no opinion.

6.Neither the consummation of the transaction contemplated in the Underwriting Agreement, including the issuance and sale of the Bonds, nor the fulfillment of the terms thereof, will conflict with, result in breach or violation of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (A) the Restated Articles of Incorporation or the Amended and Restated Code of Regulations of the Company, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other material agreement, obligation, condition, covenant or instrument, to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, (C) any Ohio law, rule or regulation or (D) any judgment, order or decree known to me to be applicable to the Company of any Ohio court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.

7.To the best of my knowledge, no order directed to the adequacy of the Registration Statement or any part thereof has been issued by the Commission, and no challenge by the Commission has been made to the adequacy of such document.

In connection with the preparation by the Company of the Registration Statement, the General Disclosure Package and the Prospectus, I or persons under my supervision have had discussions with certain of the Company’s officers, employees and representatives, with other counsel for the Company and with PricewaterhouseCoopers LLP, the Company’s independent public accountants who audited certain of the financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.  My review of the Registration Statement, the General Disclosure Package and the Prospectus and the above-mentioned discussions did not disclose to me any information that gives me reason to believe that (i) the Registration Statement, as of each Effective Date relating to the Bonds, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  I do not express any belief as to the financial statements, including the notes thereto and any related schedules, and other financial and statistical data derived therefrom included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus.

Exh. A-1-3

I am a member of the Bar of the State of Ohio, and, for purposes of this opinion, I do not hold myself out as an expert on the laws of any other jurisdiction.  I express no opinion herein as to the application or effect of the laws of any jurisdiction other than the laws of the State of Ohio, except that with respect to all matters covered hereby that are governed by the federal law of the United States of America or the laws of the State of New York, I have relied upon the opinion of even date herewith addressed to you of Akin Gump Strauss Hauer & Feld LLP.

This letter and the matters addressed herein are as of the date hereof, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person, or any other circumstance occurring after the date hereof.  This opinion is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

The opinion set forth herein is rendered to you solely for your benefit only in connection with the transactions contemplated by the Underwriting Agreement and may not be relied on by you for any other purpose, or furnished or quoted to or relied on by any other person or entity (including by any person that acquires Bonds from any Underwriter) for any purpose, without my prior written consent.

Very truly yours,

Wendy E. Stark

Counsel for Ohio Edison Company

Exh. A-1-4

Exhibit A-2

FORM OF OPINION OF AKIN GUMP STRAUSS HAUER & FELD LLP

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Greenwich Capital Markets, Inc.

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

Scotia Capital (USA) Inc.

As Representatives of the Underwriters

  named in Schedule I to the Underwriting

  Agreement (as defined below)

c/o                           Barclays Capital Inc.

200 Park Avenue

New York, NY 10166

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10003

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut  06830

J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Scotia Capital (USA) Inc.

1 Liberty Plaza, 25th Floor

165 Broadway

New York, NY 10006

    Re: Underwriting Agreement, dated October 15, 2008, among Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc. (collectively, the “Underwriters”), as Representatives of the Underwriters listed on Schedule I thereto and Ohio Edison Company (the “Underwriting Agreement”)

Exh. A-2-1

Ladies and Gentlemen:

We have acted as special counsel to Ohio Edison Company, an Ohio corporation (the “Company”), in connection with the issuance and sale by the Company pursuant to the Underwriting Agreement of $275,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2038 (the “Bonds”). The Bonds are to be issued under a General Mortgage Indenture and Deed of Trust, dated January 1, 1998, under which The Bank of New York Mellon is trustee (the “Trustee”), as previously supplemented and modified by thirteen supplemental indentures thereto (together, the “Mortgage and Deed of Trust”) and as to be further supplemented, for the issuance of the Bonds, by a fourteenth supplemental indenture to be dated October 1, 2008 (the “Fourteenth Supplemental Indenture” and, together with the Mortgage and Deed of Trust,  the “First Mortgage”).  This opinion is rendered at the request of the Company pursuant to Section 6(c) of the Underwriting Agreement. All capitalized terms used in this letter, without definition, have the meanings assigned to them in the Underwriting Agreement.

In connection with this letter, we have examined executed originals or copies of executed originals of each of the following documents (collectively, the “Transaction Documents”):

(a) the Underwriting Agreement;

(b) the First Mortgage;

(c) the form of the Bonds;

(d) the Registration Statement;

(e) the prospectus dated September 22, 2008 (SEC File No. 333-153608) (together with the documents incorporated therein by reference, the “Base Prospectus”) included in the Registration Statement;

(f) the preliminary prospectus supplement dated October 15, 2008 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”);

(g) the final term sheet included as Annex A to Schedule II to the Underwriting Agreement (together with the Preliminary Prospectus, the “General Disclosure Package”); and

(h) the final prospectus supplement dated October 15, 2008 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), relating to the Bonds, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations under the Securities Act.

In addition, we have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter, and relied upon them to the extent we deem appropriate.  As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials, certificates of officers of the Company, and representations and warranties of the Company contained in the Transaction Documents, all of which we assume to be true, correct and complete.  In addition, we have made no inquiry of the Company or any other person or entity (including governmental authorities), regarding any judgments, orders, decrees, franchises, licenses, certificates, permits or other public records or agreements to which the Company is a party other than those described herein, and our knowledge of any such matters is accordingly limited.

Exh. A-2-2

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies.  We have also assumed (a) the due organization, valid existence and good standing under the laws of its jurisdiction of incorporation of each party to each Transaction Document, (b) the legal capacity of natural persons, (c) the corporate or other power and due authorization of each person not a natural person to execute, deliver and perform its obligations under each Transaction Document to which it is a party, and to consummate the transactions contemplated by such Transaction Document, (d) the due execution and delivery of each Transaction Document by all parties thereto (other than, in the case of the Transaction Documents referred to in paragraphs 2 through 4 below, the Company), (e) that each Transaction Document constitutes the valid and binding obligation of each party thereto (other than, in the case of the Transaction Documents referred to in paragraphs 2 through 4 below, the Company), enforceable against such party in accordance with its terms, and (f) notwithstanding any provision contained in any agreement or instrument listed on Schedule A hereto selecting any law other than the Included Laws (as defined below) as the governing law thereof, such agreement or instrument is governed by the Included Laws.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1.   The statements made in the General Disclosure Package and the Prospectus under the headings “Description of Senior Secured Debt Securities” and “Description of the First Mortgage Bonds,” insofar as such statements constitute summaries of the Bonds and the First Mortgage, are accurate in all material respects and the Bonds are consistent with the information in the General Disclosure Package and the Prospectus.

2.   The First Mortgage has been duly qualified under the Trust Indenture Act of 1939 and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms.

3.   When the Bonds have been duly executed by the Company, authenticated by the Trustee in accordance with the First Mortgage and delivered by the Company against payment therefor by the Underwriters pursuant to the Underwriting Agreement, they will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits provided by the First Mortgage.

4.   The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

5.   No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required under any of the Included Laws for the due execution and delivery of the Underwriting Agreement by the Company and its transactions contemplated by the Underwriting Agreement, except (i) such as have already been obtained and are in full force and effect and (ii) such as may be required under the securities or blue sky laws of any jurisdiction, as to which we express no opinion.

6.   Neither the consummation of the transaction contemplated in the Underwriting Agreement, including the issuance and sale of the Bonds, nor the fulfillment of the terms thereof, will result in breach or violation of, result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) any agreement or instrument of the Company listed on Schedule A hereto, (ii) any rule or regulation under any Included Law or, to our knowledge, any order of any governmental authority or regulatory body having jurisdiction over the Company or any of its properties under any Included Law.

Exh. A-2-3

7.   Each of the Registration Statement, as of the Effective Date relating to the Bonds, and the Prospectus, as of its date, and any amendment or supplement thereto, as of its date (except in each case for the financial statements, including the notes thereto and any related schedules, and other financial and statistical data derived therefromincluded or incorporated by reference therein, as to which we express no opinion), appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations thereunder; and the documents or portions thereof filed by the Company with the Commission pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, on the date filed with the Commission, appeared on its face to be appropriately responsive in all material respects to the requirements of the Exchange Act pursuant to which it was filed and the applicable rules and regulations thereunder.

8.   To the best of our knowledge, no order directed to the adequacy of the Registration Statement or any part thereof has been issued by the Commission, and no challenge by the Commission has been made to the adequacy of such document.

9.   The Company is not, and after giving effect to the offering and sale of the Bonds, and the application of the proceeds thereof as described in the Prospectus and the General Disclosure Package will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The opinions and other matters in the letter are qualified in their entirety and subject to the following:

   A.   We express no opinion as to the laws of any jurisdiction other than the Included Laws.  We have made no special investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”), other than a review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America.  For purposes of this letter, the term “Included Laws” means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Underwriting Agreement.  The term Included Laws specifically excludes (a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws, antitrust issues and Federal Reserve Board margin regulation issues.

   B.   When used in the letter, the phrase “best of our knowledge” and similar phrases (i) mean the conscious awareness of facts or other information by (a) the lawyer in our firm who signed this letter, (b) any lawyer in our firm actively involved in negotiating and preparing the Transaction Documents, (c) solely as to information relevant to a particular opinion, issue or confirmation regarding a particular factual matter, any lawyer in our firm who is primarily responsible for providing the response concerning that particular opinion, issue or confirmation and (d) any lawyer in our firm who otherwise devotes substantive attention to matters of the Company on behalf of this firm and could reasonably be expected to have information material to the opinions expressed herein, and (ii) do not require or imply (a) any examination of this firm’s, such lawyer’s or any other person’s or entity’s files, (b) that any inquiry be made of the client, any lawyer (other than the lawyers described above), or any other person or entity, or (c) any review or examination of any agreements, documents, certificates, instruments or other papers other than the Transaction Documents, the corporate records referred to in the third paragraph of this letter and any agreement or instrument of the Company listed on Schedule A hereto.

Exh. A-2-4

   C.   This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity, or any other circumstance.  This letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

   D.   The matters expressed herein are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) principles of commercial reasonableness and unconscionability and an implied covenant of good faith and fair dealing; (iv) the power of the courts to award damages in lieu of equitable remedies; and (v) securities and other Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.  Although it appears the requirements of Section 5-1402 of the New York General Obligations Law have been met, we express no opinion on whether any choice of law provision in any of the Transaction Documents referenced in Paragraphs 2 through 4 above would raise any issues under the United States constitution or in equity that would affect whether courts in New York would enforce the choice of New York law to govern such Transaction Document.

   E.   We assume that no fraud, dishonesty, forgery, coercion, duress or breach of fiduciary duty exists or will exist with respect to any of the matters relevant to the opinions expressed herein.

   F.   We express no opinion as to (i) the compliance of the transactions contemplated by the Underwriting Agreement with any regulations or governmental requirements applicable to any party other than the Company; (ii) the financial condition or solvency of the Company; (iii) the ability (financial or otherwise) of the Company or any other party to meet their respective obligations under the Underwriting Agreement; (iv) except to the extent covered by the last paragraph hereof, the compliance of the Underwriting Agreement or the transactions contemplated thereby with, or the effect of any of the foregoing with respect to, the antifraud provisions of Federal and state securities Laws, rules and regulations; (v) the conformity of the Underwriting Agreement to any term sheet or commitment letter; or (vi) any provision of any of the Transaction Documents referenced in paragraphs 2 through 3 above which would, to the extent not permitted by applicable Law, restrict, waive access to or vary legal or equitable remedies or defenses (including, but not limited to, a right to notice of and hearing on matters relating to prejudgment remedies, service of process, proper jurisdiction and venue, forum non conveniens and the right to trial by jury) or the right to collect damages (including, but not limited to, actual, consequential, special, indirect, incidental, exemplary and punitive damages).

   G.   This letter is solely for your benefit, and no other person or entity shall be entitled to rely upon this letter, except that Wendy E. Stark, Esq. may rely on this opinion, to the extent it relates to matters that involve the Laws of the State of New York and the Federal Laws of the United States of America, in connection with her opinion to you of even date herewith with respect to the Bonds. Without our prior written consent, this letter may not be quoted in whole or in part or otherwise referred to in any document and may not be furnished or otherwise disclosed to or used by any other person or entity, except for (i) delivery of copies hereof to counsel for the addressees hereof; (ii) inclusion of copies hereof in a closing file; and (iii) use hereof in any legal proceeding arising out of the transactions contemplated by the Underwriting Agreement filed by an addressee thereof against this law firm or in which any addressee hereof is a defendant.

Exh. A-2-5

*                      *                      *

Because the primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting or statistical information, and because many determinations involved in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus are of a wholly or partially non-legal character, except as set forth in paragraph 1 of this letter, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements.

However, in the course of our acting as special counsel to the Company in connection with the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, we have reviewed each such document and have participated in conferences and telephone conversations with representatives of the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and representatives of the Underwriters’ counsel, during which conferences and conversations the contents of such documents and related matters were discussed.

Based on our participation in such conferences and conversations, our review of the documents described above, our understanding of the U.S. Federal Securities laws and the experience we have gained in our practice thereunder, we advise you that no information has come to our attention that causes us to believe that (i) the Registration Statement, as of the Effective Date relating to the Bonds, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (iii) the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in the case of each of the clauses (i)-(iii) above, we do not express any view as to the financial statements, financial schedules and other financial, accounting and statistical data derived therefromcontained or incorporated by reference therein.

Very truly yours,

Exh. A-2-6

EX-1.2

Exhibit 1.2

Execution Copy

OHIO EDISON COMPANY

(an Ohio corporation)

$25,000,000 First Mortgage Bonds 8.25% Series of 2008 due 2018

UNDERWRITING AGREEMENT

        October 16, 2008

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Greenwich Capital Markets, Inc.

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

Scotia Capital (USA) Inc.

As Representatives of the Underwriters

   named in Schedule I to the Underwriting

   Agreement (as defined below)

c/o   Barclays Capital Inc.

   200 Park Avenue

New York, NY 10166

   Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10003

   Greenwich Capital Markets, Inc.

    600 Steamboat Road

   Greenwich, Connecticut  06830

              J.P. Morgan Securities Inc.

    270 Park Avenue

 New York, NY 10017

   Morgan Stanley & Co. Incorporated

    1585 Broadway

    New York, NY 10036

   Scotia Capital (USA) Inc.

    1 Liberty Plaza, 25th Floor

    165 Broadway

    New York, NY 10006

Ladies and Gentlemen:

Ohio Edison Company, a corporation organized under the laws of the State of Ohio (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”, which term, when the context permits, shall also include any underwriters substituted as hereinafter provided in Section 11), for whom Barclays Capital Inc. (“Barclays”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), Greenwich Capital Markets, Inc. (“RBS”), J.P. Morgan Securities Inc. (“JPMorgan”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Scotia Capital (USA) Inc. (“Scotia”) are acting as representatives (in such capacity, the “Representatives”), $25,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2018 (the “Bonds”), to be issued under a General Mortgage Indenture and Deed of Trust, dated January 1, 1998, under which The Bank of New York Mellon is trustee (the “Trustee”), as previously supplemented and modified by thirteen supplemental indentures thereto (together, the “Mortgage and Deed of Trust”) and as to be further supplemented, for the issuance of the Bonds, by a fourteenth supplemental indenture to be dated October 1, 2008 (the “Fourteenth Supplemental Indenture,” and, together with the Mortgage and Deed of Trust, hereinafter referred to as the “First Mortgage”) in accordance with the terms set forth in this underwriting agreement (the “Underwriting Agreement”).  The Bonds shall have the series designation, denominations, issue price, maturities, interest rates, redemption provisions, if any, and other terms as set forth in the General Disclosure Package (hereinafter defined).

SECTION 1.Representations and Warranties.

(a)Representations and Warranties by the Company.  The Company represents and warrants to and agrees with each Underwriter that:

(i)        An “automatic shelf registration statement” as defined in Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-153608) to be used in connection with the public offering and sale of debt securities, including the Bonds, and other securities of the Company under the Securities Act and the rules and regulations promulgated thereunder (the “Rules and Regulations”) and the offering thereof from time to time in accordance with Rule 415 under the Securities Act, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Securities Act and the Rules and Regulations.  The Company will file with the Securities and Exchange Commission (the “Commission”) a prospectus supplement specifically relating to the terms of the Bonds pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act.  The Company qualifies for use of Form S-3 for the registration of the Bonds and the Bonds are registered under the Securities Act.  “Registration Statement” as of any time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated or deemed to be incorporated by reference therein and any information in a prospectus or prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified.  “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (hereinafter defined), which time shall be considered the “Effective Date” of the Registration Statement relating to the Bonds.  For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or form of prospectus), at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Bonds in reliance on the exemption of Rule 163 of the Securities Act, and as of the date hereof, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act.

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(ii)At the time the Registration Statement initially became effective, at the time that each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus) became effective and on the Effective Date relating to the Bonds, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939 (“Trust Indenture Act”), as the case may be, and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  On the date hereof, on the date of any filing pursuant to Rule 424(b) and on the Closing Date (hereinafter defined), the Registration Statement and the Prospectus (as defined in this paragraph (ii)) will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives, if any, specifically for use therein or to any statements in or omissions from the Statement of Eligibility of the Trustee under the First Mortgage, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof, but nothing contained herein is intended as a waiver of compliance with the Securities Act or the Rules and Regulations.  For purposes of this Underwriting Agreement, “Statutory Prospectus” as of any time means the preliminary prospectus supplement (which term includes the base prospectus) or prospectus relating to the Bonds that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be a part thereof pursuant to Rule 430B or 430C that has not been superseded or modified.  For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.  “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Bonds and otherwise satisfies Section 10(a) of the Securities Act.

(iii)     The documents incorporated or deemed to be incorporated by reference in the General Disclosure Package (as hereinafter defined) and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements, as applicable, of the Exchange Act and the rules and regulations of the Commission thereunder, and, when read together with other information in the General Disclosure Package or the Prospectus, as applicable, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(iv)      (A) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Bonds and (B) on the date hereof,  the Company was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Securities Act and not being the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Securities, all as described in Rule 405.

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(v)       As of the Applicable Time (as defined in this paragraph (v)), neither (A) the Issuer Free Writing Prospectus(es) (as defined in this paragraph (v)) listed in Schedule II hereto, the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (B) any individual Issuer Free Writing Prospectus (as defined in this paragraph (v)), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.  “Applicable Time” means 3:30 p.m. (Eastern Time) on the date hereof.  “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 (“Rule 433”) under the Securities Act, relating to the Bonds in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

(vi)Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Bonds or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence and in Section 3(j) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement, the General Disclosure Package and the Prospectus.  The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(vii)     The historical consolidated financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and, for the periods indicated and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise disclosed in the General Disclosure Package.

(viii)    Since the most recent time as of which information is given in the General Disclosure Package and the Prospectus, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the business prospects, earnings, business, properties, condition (financial or otherwise) or operations of the Company and its subsidiaries, taken as a whole, other than changes and developments contemplated by the General Disclosure Package and the Prospectus, respectively.

(ix)      The Company has been duly incorporated and is validly subsisting as a corporation in good standing under the laws of the State of Ohio, has the corporate power and authority to own, lease or operate its property and to conduct its business as described in the Prospectus and the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

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(x)       Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease or operate its property and to conduct its business as described in the Prospectus and the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

(xi)      This Underwriting Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting enforcement of creditors’ rights generally, or by general principles of equity (whether enforcement is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing, and except that the enforcement of rights to indemnification and contribution hereunder may be limited by applicable law or public policy.

(xii)     The Mortgage and Deed of Trust has been, and on the Closing Date, the First Mortgage will be, (1) duly qualified under the Trust Indenture Act and (2) duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforceability is considered in a proceeding in equity or in law) and by an implied covenant of good faith and fair dealing.

(xiii)    The Bonds have been duly authorized by the Company, and, when they have been duly executed by the Company, authenticated by the Trustee, and issued and delivered against payment therefor as provided herein, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether such enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing and will be entitled to the benefits provided by the First Mortgage.

(xiv)    The Bonds and the Mortgage and Deed of Trust conform, and on the Closing Date, the First Mortgage will conform, in all material respects to the descriptions thereof contained in the Prospectus and the General Disclosure Package.

(xv)     Neither the issuance and sale of the Bonds nor the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Underwriting Agreement, the First Mortgage and the Bonds will (A) contravene, or (B) result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (a) any provision of applicable law, (b) the amended articles of incorporation or amended and restated code of regulations, or other organizational documents, each as amended, of the Company or any subsidiary of the Company, (c) any agreement or other instrument binding upon the Company or any subsidiary of the Company or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary of the Company or any of their properties.  Furthermore, neither the Company nor any subsidiary of the Company is (x) in violation of any applicable law, or (y) in violation  or in default, of its respective amended articles of incorporation or amended and restated code of regulations, each as amended, or other organizational documents, or in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which it is a party or by which any of them is bound, or to which any of its property or assets is subject, except such defaults as have been waived or which would not have, singly or in the aggregate, a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

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(xvi)    Other than as disclosed in the Prospectus and the General Disclosure Package, there are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened, to which the Company or any subsidiary of the Company is a party or to which any of the properties of the Company or any subsidiary of the Company are subject wherein an unfavorable decision, ruling or finding could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Underwriting Agreement, or to consummate the transactions contemplated by the Prospectus and the General Disclosure Package; and there is no franchise, contract or other document of a character required to be described in the Registration Statement, the Prospectus or the General Disclosure Package, or to be filed or incorporated by reference as an exhibit thereto, which is not described, filed or incorporated as required.

(xvii)   No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act, such as has been obtained from the Public Utilities Commission of Ohio, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Bonds by the Underwriters in the manner contemplated herein and in the General Disclosure Package.  The Company possesses such certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its business as currently operated, except where the failure to possess such certificate, authorization or permit would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

(xviii)  The Company and each of its subsidiaries (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except in cases in which that noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole.

(xix)    The Company maintains (x) systems of internal controls and processes sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (y) disclosure controls and procedures (as defined in accordance with Rules 13a-15 and 15d-15 under the Exchange Act).

(xx)     The Company is not, and after giving effect to the offering and sale of the Bonds and the application of the proceeds thereof as described in the Prospectus and the General Disclosure Package will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xxi)    PricewaterhouseCoopers LLP, which has certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm as required by the Securities Act and the Rules and Regulations and the rules and regulations of the Public Company Accounting Oversight Board.

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(xxii)   The Company does not own or control, directly or indirectly, any corporation or other entity other than the subsidiaries listed on Schedule III hereto.

(b)      Officer’s Certificates.  Any certificate signed by any duly authorized officer of the Company and delivered to the Underwriters or to counsel for the Underwriters in connection with this offering shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

SECTION 2.Sale and Delivery to Underwriters; Closing.

(a)Purchase and Sale.  Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24,398,625, the principal amount of the Bonds set forth opposite such Underwriter’s name in Schedule I hereto plus any additional principal amount of Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11, subject to such adjustments among the Underwriters as the Representatives, on behalf of the Underwriters, shall make to eliminate any sales or purchases of fractional Bonds.

(b)Payment and Delivery.  Payment of the purchase price for, and delivery of certificates for, the Bonds shall be made at the office of Calfee, Halter & Griswold LLP, 800 Superior Ave., Suite 1400, Cleveland, Ohio 44114, or at such other place as shall be agreed upon by the Company and the Representatives on behalf of the Underwriters, at 10:00 a.m., (Eastern Time), on the third business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Company and the Representatives on behalf of the Underwriters (such time and date of payment and delivery being herein called the “Closing Date”).

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Underwriters for the account of the Underwriters of the Bonds to be purchased by them.

The delivery of the Bonds shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York, or its designee, and the Underwriters shall accept such delivery.

The certificate(s) representing the Bonds shall be made available for examination by the Representatives not later than 2:00 p.m. (Eastern Time) on the last business day prior to the Closing Date at such place as may be agreed upon between the Representatives and the Company.

SECTION 3.      Covenants of the Company.  The Company covenants with the Underwriters as follows:

(a)       To promptly file each Statutory Prospectus (including the Prospectus) with the Commission pursuant to Rule 424(b) under the Securities Act.

(b)      The Company will advise the Representatives promptly of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof or any order suspending or preventing the use of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, and will use its best efforts to prevent the issuance of any such stop order or other such order and to obtain as soon as possible its lifting, if issued.

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

(d)      Before amending or supplementing the Registration Statement or any Statutory Prospectus or filing with the Commission any document pursuant to Section 13, 14 or 15(d) of the Exchange Act, during the period referred to in paragraph (e) below, to furnish to the Representatives a copy of each such proposed amendment, supplement or document for the Representatives’ review prior to filing and not to file any such proposed amendment, supplement or document to which the Representatives reasonably object.

(e)      The Company will promptly notify the Underwriters, and confirm such notice in writing (which notice and confirmation may be satisfied by providing the Underwriters with any related periodic report filed under the Exchange Act), of (x) any filing made by the Company of information relating to the offering of the Bonds with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) any material changes in or affecting the condition (financial or otherwise) business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, which (i) make any statement in the Prospectus as then amended or supplemented materially false or misleading or (ii) are not disclosed in the Prospectus as then amended or supplemented.  If, at any time when a prospectus covering the Bonds is (or but for the exemption in Rule 172 under the Securities Act would be) required by law to be delivered in connection with sales of the Bonds by an Underwriter or dealer, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Company, to amend the Registration Statement or to amend or supplement the Prospectus or modify the information incorporated by reference therein in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is (or but for the exemption in Rule 172 under the Securities Act would be) delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or modify such information to comply with the Securities Act and the Rules and Regulations, forthwith to prepare and file with the Commission and to furnish (subject to the conditions in paragraph (c) above), at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Bonds may have been sold by the Underwriters, and to any other dealers upon request, such amendments or supplements to the Prospectus or modifications to the documents incorporated by reference therein, so that the statements in the Prospectus as so amended, supplemented or modified will not, in the light of the circumstances existing at the time such Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with the Securities Act and the Rules and Regulations.  If, prior to the Closing Date, there occurs an event or development as a result of which the General Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the General Disclosure Package is delivered to a purchaser, not misleading, the Company promptly will notify the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented, and will promptly prepare an amendment or supplement that will correct such statement or omission.

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(f)       The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Bonds for offering and sale under the applicable securities laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect as long as required for the sale of the Bonds; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.  The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Bonds have been qualified as above provided.  The Company will promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification of the Bonds for sale in any such state or jurisdiction or the initiating or threatening of any proceedings for such purpose.  The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Bonds for investment under the laws of such jurisdictions as the Underwriters may reasonably request.

(g)      The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”) to provide their respective credit ratings of the Bonds.

(h)      The Company will use the proceeds received by it from the sale of the Bonds in the manner specified in the Prospectus under “Use of Proceeds.”

(i)       During a period beginning on the date of this Underwriting Agreement and continuing to and including the Closing Date, the Company will not, without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities issued or guaranteed by the Company or any of its subsidiaries substantially similar to the Bonds or securities of the Company or any of its subsidiaries that are convertible into, or exchangeable for, the Bonds.

(j)       If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that time, not misleading, (A) the Company will promptly notify the Representatives  and (B) the Company will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

SECTION 4.      Free Writing Prospectuses.

(a)      Free Writing Prospectuses.  The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.  The Company represents that it has complied and will comply with the requirements of Rules 164 and 433 applicable to any Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.  The parties hereto agree that the only Issuer Free Writing Prospectuses issued on or prior to the Applicable Time and consented to by the Company and the Representatives are specified on Schedule II hereto (including the final term sheet prepared in accordance with Section 4(b) below).

(b)      Final Term Sheet.  The Company will prepare a final term sheet relating to the Bonds, containing only information that describes the final terms of the Bonds and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii).  Any such final term sheet is an Issuer Free Writing Prospectus for purposes of this Underwriting Agreement and is specified in Schedule II hereto.

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SECTION 5.Payment of Expenses.

(a)      Expenses.  The Company will pay all expenses incident to the performance of its obligations under this Underwriting Agreement, including (i) the preparation, printing and any filing of each Statutory Prospectus (including the Prospectus) and each Issuer Free Writing Prospectus and of each amendment or supplement thereto, (ii) the preparation, reproduction and delivery to the Underwriters of this Underwriting Agreement and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Bonds, (iii) the preparation, issuance and delivery of the certificates for the Bonds to the Underwriters, including any charges of DTC in connection therewith, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors (but not the fees and disbursements of counsel for the Underwriters), (v) the qualification of the Bonds under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto and any legal investment survey (such fees and disbursements not to exceed $7,500), (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the First Mortgage and the Bonds and (vii) any fees payable in connection with the rating of the Bonds in accordance with Section 3(g) hereof.

(b)      Termination of Underwriting Agreement.  If this Underwriting Agreement is terminated by the Underwriters in accordance with the provisions of Section 6, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including fees and disbursements of counsel for the Underwriters which were reasonably incurred.

SECTION 6.     Conditions of Underwriters’ Obligations.  The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1(a) as of the Applicable Time, the time this Underwriting Agreement is executed and delivered by the parties hereto and the Closing Date, to the accuracy of the statements made in certificates of the Company executed by any officer of the Company or any officer of any of the Company’s subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

(a)      No Stop Orders.  Subsequent to the execution and delivery of this Underwriting Agreement and prior to the Closing Date:

(i)        no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in effect, no order of the Commission directed to the adequacy or accuracy of any document incorporated or deemed to be incorporated by reference in the Prospectus shall be in effect, and no proceedings for either purpose or pursuant to Section 8A of the Securities Act against the Company or relating to the offering of the Bonds shall be pending before or threatened by the Commission; and

(ii)       there shall not have been, since the date hereof or since the respective dates as of which information is given in the General Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the Applicable Time), any material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not  arising in the ordinary course of business.

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(b)      Officer’s Certificate.  The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) and (ii) above and to the effect that the representations and warranties of the Company in Section 1(a) were true and correct in all material respects when made and are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, and that the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date.  The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)      Opinions of Counsel for the Company.  At the Closing Date, the Underwriters shall have received the favorable opinions, each dated as of the Closing Date, of Wendy E. Stark, Associate General Counsel for the Company’s parent, FirstEnergy Corp., and Akin Gump Strauss Hauer & Feld LLP, special counsel to the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for the other Underwriters, to the effect set forth in Exhibits A-1 and A-2 hereto and to such further effects as counsel to the Underwriters may reasonably request.  In giving her opinion, Wendy E. Stark may rely, as to all matters governed by the laws of the State of New York, upon the opinion of Akin Gump Strauss Hauer & Feld LLP.  Each counsel may state that, insofar as her or its opinion involves factual matters, such counsel has relied, to the extent she or it deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(d)      Opinion of Counsel for Underwriters.  At the Closing Date, the Underwriters shall have received the favorable opinion, dated as of the Closing Date, of Calfee, Halter & Griswold LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters.  In giving such opinion such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

(e)Comfort Letter.

(i)       On or prior to the date of this Underwriting Agreement, the Underwriters shall have received from PricewaterhouseCoopers LLP a comfort letter, dated the date hereof, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters (of the type ordinarily issued in transactions covered by registration statements filed under the Securities Act) with respect to the financial statements and certain financial information contained in the Registration Statement and any Statutory Prospectus (including the Prospectus) or incorporated therein by reference, with a specified date not more than three business days prior to the date hereof.

(ii       At the Closing Date, the Underwriters shall have received from PricewaterhouseCoopers LLP a letter dated as of the Closing Date, confirming, as of a date not more than three business days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 6(e)(i) hereof.

(f)       Maintenance of Rating.  At the Closing Date, the Bonds shall be rated at least Baa1 by Moody’s and BBB+ by S&P, and the Company shall have delivered to the Underwriters a letter, dated as of the Closing Date, from each such rating agency, or other evidence reasonably satisfactory to the Underwriters, confirming that the Bonds have been assigned such ratings; and since the date of this Underwriting Agreement, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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(g)      Clearance and Settlement.  At the Closing Date, the Bonds shall be eligible for clearance and settlement through the facilities of DTC.

(h)      Additional Documents.  At the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Bonds as herein contemplated shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters.

(i)       Termination of Underwriting Agreement.  If any condition contemplated by this Section shall not have been fulfilled when and as required to be fulfilled, or if any of the opinions and certificates mentioned above or elsewhere in this Underwriting Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Underwriting Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5 and except that Sections 7, 8 and 9 shall survive any such termination and remain in full force and effect.

SECTION 7       Indemnification.

(a)      Indemnification of Underwriters.  The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Underwriter and each such controlling person, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability, except insofar as such losses, claims, damages or liabilities that arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission are based upon information furnished in writing to the Company by any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.  This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b)      Indemnification of Company, Directors and Officers.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, any Statutory Prospectus, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus.  The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Prospectus regarding the delivery of the Bonds and, under the caption “Underwriting,” (i) the concession and reallowance figures appearing in the third paragraph, (ii) the second sentence of the fourth paragraph related to market-making activities, and (iii) the sixth paragraph relating to stabilization, syndicate and covering transactions and penalty bids, in the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for use in the Registration Statement, any Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus.  This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

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(c)      Actions Against Parties; Notification.  In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  The omission so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the loss by the indemnifying party of substantial rights and defenses and (ii) will not, in any event relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party or (iii) the indemnifying party fails to assume the defense of such proceeding or to employ counsel reasonably satisfactory to the indemnified party.  It is understood that, except as provided in the following sentence, the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel for all such indemnified parties.  Such counsel shall be designated in writing by the Representatives in the case of parties indemnified pursuant to the second preceding paragraph, and by the Company in the case of parties indemnified pursuant to the first preceding paragraph.

(d)      Settlement.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

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SECTION 8.     Contribution.  In the event that the indemnity provided for in Section 7 is held by a court to be unavailable, in whole or in part, to hold harmless an indemnified party for any reason, the Company and the Underwriters, severally and not jointly, agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and any of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other hand from the offering of the Bonds.  If the allocation provided by the immediately preceding sentence is held by a court to be unavailable for any reason, the Company and the Underwriters, severally and not jointly, agree to contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Company, and benefits received by the Underwriters shall be deemed to be equal to the discounts and commissions received by the Underwriters.  Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amounts of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this Section 8, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer that signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company.  The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the principal amount of Bonds set forth opposite their respective names in Schedule I hereto and not joint.

SECTION 9.      Representations, Warranties and Agreements to Survive Delivery.  All representations, warranties and indemnity and contribution agreements contained in this Underwriting Agreement or in certificates of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any termination of this Underwriting Agreement, any investigation made by or on behalf of the Underwriters or controlling person, or by or on behalf of the Company, and shall survive delivery of the Bonds to the Underwriters.

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SECTION 10.   Termination of Underwriting Agreement.  The Underwriters may terminate this Underwriting Agreement by notice given by the Representatives to the Company, if  after the effectiveness of this Underwriting Agreement and prior to delivery of and payment for the Bonds (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over the counter market, (iii) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or any material disruption in commercial banking, securities settlement, payment or clearance services in the United States shall have occurred, or (iv) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, any declaration of war by Congress, or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (iv), makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus.  Sections 7, 8 and 9 shall survive any termination under this Section 10 and remain in full force and effect.

SECTION 11.  Default by One or More of the Underwriters.  If one or more of the Underwriters shall fail at the Closing Date to purchase the Bonds which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted Bonds”), the Underwriters shall have the right, but not the obligation, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters, to purchase all, but not less than all, of the Defaulted Bonds in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 36-hour period, then:

(a)      if the number of Defaulted Bonds does not exceed 10% of the aggregate principal amount of the Bonds, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective obligations to purchase hereunder bear to the obligations of all non-defaulting Underwriters, or

(b)      if the number of Defaulted Bonds exceeds 10% of the aggregate principal amount of the Bonds, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.

In the event of any such default which does not result in a termination of this Underwriting Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangements.

SECTION 12.   Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  Notices to the Underwriters shall be directed to Barclays Capital Inc., 200 Park Avenue, New York, NY 10166, Attention: Fixed Income Syndicate, Facsimile (212) 412-7305; to Credit Suisse Securities (USA) Inc., 11 Madison Avenue, New York, NY 10010, Attention: LCD-IBD, Facsimile (212) 325-4296; to Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Debt Capital Markets Syndicate, Facsimile (203) 422-4534; J.P. Morgan Securities Inc., 270 Park Avenue, New York, NY 10017, Attention: High Grade Syndicate Desk — 8th Floor, Facsimile (212) 834-6081; Morgan Stanley & Co. Incorporated, 1585 Broadway, 29th Floor, New York, NY 10036, Attention: Investment Banking Division, Facsimile (212) 507-8999; and to Scotia Capital (USA) Inc., 1 Liberty Plaza, 25th Floor, 165 Broadway, New York, NY 10006, Attention: Debt Capital Markets, Facsimile (212) 225-6550; notices to the Company shall be directed to it at 76 South Main Street, Akron, Ohio  44308, Attention: Treasurer, Facsimile: (330) 384-3772.

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SECTION 13.  Parties.  This Underwriting Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors.  Nothing expressed or mentioned in this Underwriting Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Underwriting Agreement or any provision herein contained.  This Underwriting Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.  No purchaser of Bonds from the Underwriters shall be deemed to be a successor by reason merely of such purchase.

SECTION 14.   Absence of Fiduciary Relationship.  The Company acknowledges and agrees that:

(a)       the Representatives have been retained solely to act as underwriters in connection with the sale of Bonds and that no fiduciary, advisory or agency relationship between the Company and the Representatives have been created in respect of any of the transactions contemplated by this Underwriting Agreement, irrespective of whether the Representatives have advised or are advising the Company on other matters;

(b)       the price of the Bonds set forth in the final term sheet attached as Annex A to Schedule II hereto was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement;

(c)       the Company has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d)       the Company waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

SECTION 15.   Miscellaneous.

(a)      GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

The Company and the Underwriters hereby submit to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

(b)       Waiver of Jury Trial.  The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

(c)       Counterparts.  This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together, shall constitute but one and the same agreement.

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(d)      Successors.  This Underwriting Agreement shall inure to the benefit of and be binding upon, each of the Company, the several Underwriters, and their respective successors and the officers and directors and controlling persons referred to in Sections 7, 8 and 9 hereof.  The term “successor” as used in this section shall not include any purchaser, as such, of any Bonds from the Underwriters.

(e)      Integration.  This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company  and the Underwriters, or any of them, with respect to the subject matter hereof.

(f)        Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

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If the foregoing is in accordance with your understanding of our agreement, please sign counterparts hereof.

Very truly yours,

OHIO EDISON COMPANY

 as Issuer

By:__________________________________

Name:

Title:

CONFIRMED AND ACCEPTED,

as of the date first above written:

 BARCLAYS CAPITAL INC.

By:___________________________________

Name:

Title:

CREDIT SUISSE SECURITIES (USA) LLC

By:___________________________________

Name:

Title:

GREENWICH CAPITAL MARKETS, INC.

By:___________________________________

Name:

Title:

J.P. MORGAN SECURITIES INC.

By:___________________________________

Name:

Title:

MORGAN STANLEY & CO. INCORPORATED

By:___________________________________

Name:

Title:

SCOTIA CAPITAL (USA) INC.

By:___________________________________

Name:

Title:

Acting as representatives of the several Underwriters

named in Schedule I.

Schedule I

Underwriters	Principal Amount of Bonds
Barclays Capital Inc..		3,250,000
Credit Suisse Securities (USA) LLC		3,250,000
Greenwich Capital Markets, Inc.		6,500,000
J.P. Morgan Securities Inc.		3,250,000
Morgan Stanley & Co. Incorporated		3,250,000
Scotia Capital (USA) Inc.		3,250,000
Mizuho Securities USA Inc.		1,125,000
SunTrust Robinson Humphrey, Inc.		1,125,000
Total	$	25,000,000

                                                               Sch I

Schedule II

Schedule of Issuer Free Writing Prospectuses

·   Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus)

                                                                  Sch. II

ANNEX A

TO SCHEDULE II

Final Term Sheet

Attached hereto.

                                                                               Sch. II, Annex A-1

Filed Pursuant to Rule 433

Registration No. 333-153608-06

October 16, 2008

Ohio Edison Company

Pricing Term Sheet

Issuer	Ohio Edison Company
Ratings*	Baa1/BBB+ (Moody’s/S&P)
Principal Amount	$25,000,000
Security Type	First Mortgage Bonds 8.25% Series of 2008 Due 2018
Trade Date	October 16, 2008
Settlement Date	October 20, 2008; T+2
Maturity Date	October 15, 2018
Coupon Payment Dates	Semi-annual payments in arrears on April 15 and October 15 of each year, beginning on April 15, 2009
Call Structure	Make-whole call at T+50 bps
Benchmark	UST 4.00% due August 15, 2018
Benchmark Price	100-16
Benchmark Yield	3.938%
Reoffer Spread	+456.2 bps
Reoffer Yield	8.500%
Coupon	8.25%
Price	98.342% of principal amount
Net Proceeds (%)	97.594%
Net Proceeds ($)	$24,398,625
Joint-Bookrunners	Barclays Capital Inc. (13.0%)
	Credit Suisse Securities (USA) LLC (13.0%)
	Greenwich Capital Markets, Inc. (26.0%)
	J.P. Morgan Securities Inc. (13.0%)
	Morgan Stanley & Co. Incorporated (13.0%)
	Scotia Capital (USA) Inc. (13.0%)
Co-Manager(s)	Mizuho Securities USA Inc. (4.5%)
	SunTrust Robinson Humphrey, Inc. (4.5%)
CUSIP	677347 CG9
ISIN	US677347CG98
* Note:  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering.  Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov.  Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling toll-free at 1-888-227-2275 x 2663, Credit Suisse Securities (USA) LLC by calling toll-free at 1-800-221-1037, Greenwich Capital Markets, Inc. by calling toll-free at 1-866-884-2071, J.P. Morgan Securities Inc. by calling 1-212-834-4533, Morgan Stanley & Co. Incorporated by calling toll-free at 1-866-718-1649, or Scotia Capital (USA) Inc. by calling toll-free at 1-800-372-3930.

                                                                                 Sch. II, Annex A-2

Schedule III

Subsidiaries

Name of Subsidiary	Business	State of  Organization	% Ownership
OES Capital, Incorporated	Special Purpose Finance	Delaware	100%
OES Ventures, Incorporated	Special Purpose Finance	Ohio	100%
Pennsylvania Power Company	Electric Public Utility	Pennsylvania	100%

                                                                          Sch. III -1

Exhibit A-1

FORM OF IN-HOUSE OPINION

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Greenwich Capital Markets, Inc.

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

Scotia Capital (USA) Inc.

As Representatives of the Underwriters

   named in Schedule I to the Underwriting

   Agreement (as defined below)

c/o   Barclays Capital Inc.

   200 Park Avenue

New York, NY 10166

   Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10003

   Greenwich Capital Markets, Inc.

    600 Steamboat Road

   Greenwich, Connecticut  06830

              J.P. Morgan Securities Inc.

    270 Park Avenue

 New York, NY 10017

   Morgan Stanley & Co. Incorporated

    1585 Broadway

    New York, NY 10036

   Scotia Capital (USA) Inc.

    1 Liberty Plaza, 25th Floor

    165 Broadway

    New York, NY 10006

                                                                   Exh. A-1-1

Ladies and Gentlemen:

        I am Associate General Counsel of FirstEnergy Corp., and have acted as counsel to its wholly-owned subsidiary, Ohio Edison Company, an Ohio corporation (the “Company”), in connection with the issuance and sale by the Company pursuant to the Underwriting Agreement, dated October 16, 2008, among Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc., as Representatives of the Underwriters listed on Schedule I thereto (collectively, the “Underwriters”), and the Company (the “Underwriting Agreement”) of $25,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2018 (the “Bonds”). The Bonds are to be issued under a General Mortgage Indenture and Deed of Trust, dated January 1, 1998, under which The Bank of New York Mellon is trustee (the “Trustee”), as previously supplemented and modified by thirteen supplemental indentures thereto (together, the “Mortgage and Deed of Trust”) and as to be further supplemented, for the issuance of the Bonds, by a fourteenth supplemental indenture to be dated October 1, 2008 (the “Fourteenth Supplemental Indenture” and, together with the Mortgage and Deed of Trust,  the “First Mortgage”).  This opinion is rendered at the request of the Underwriters pursuant to Section 6(c) of the Underwriting Agreement. All capitalized terms used in this letter, without definition, have the meanings assigned to them in the Underwriting Agreement.

         For purposes of this opinion, I or persons under my supervision and control have reviewed:

(b)   the Underwriting Agreement;

(c)   the First Mortgage;

(d)   the form of the Bonds;

(e)   the Registration Statement;

(f)   the prospectus dated September 22, 2008 (SEC File No. 333-153608) (together with the documents incorporated therein by reference, the “Base Prospectus”) included in the Registration Statement;

(g)   the preliminary prospectus supplement, dated October 15, 2008 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”);

(h)   the final term sheet included as Annex A to Schedule II to the Underwriting Agreement (together with the Preliminary Prospectus, the “General Disclosure Package”); and

(i)   the final prospectus supplement dated October 16, 2008 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), relating to the Bonds, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations under the Securities Act.

                                                                 Exh. A-1-2

In addition, I or persons under my supervision and control have reviewed, and relied as to matters of fact upon, the documents delivered to you at the closing of the transaction contemplated by the Underwriting Agreement and upon originals or copies, certified or otherwise identified to my satisfaction, of the Amended and Restated Articles of Incorporation and Code of Regulations of the Company and of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as I have deemed relevant and necessary as a basis for this opinion.  In such review, I or persons under my supervision have assumed the due authorization, execution and delivery of each document by, and the validity, binding nature and enforceability of each document against, each of the parties thereto (other than the Company), the genuineness of all signatures, the legal capacity of natural persons, the conformity to original documents of all documents submitted to me as copies (whether or not certified and including facsimiles) and the authenticity of such latter documents and of all documents submitted to me as originals.

Based on the foregoing and on the qualifications contained herein, I am of the opinion that:

1.The Company was duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the General Disclosure Package, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

2.The First Mortgage has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith, fair dealing and reasonableness.

3.The Bonds have been duly authorized and executed by the Company and, when authenticated by the Trustee in accordance with the First Mortgage and delivered by the Company against payment therefor by the Underwriters pursuant to the Underwriting Agreement, they will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits provided by the First Mortgage, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith, fair dealing and reasonableness.

4.The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

5.No consent, approval, authorization, filing with or order of any Ohio court or governmental agency is required in connection with the transaction contemplated by the Underwriting Agreement, except such as has been obtained from the Public Utilities Commission of Ohio and such as may be required under the securities or blue sky laws of any jurisdiction (other than the federal law of the United States of America), as to which I express no opinion.

                                                                  Exh. A-1-3

6.Neither the consummation of the transaction contemplated in the Underwriting Agreement, including the issuance and sale of the Bonds, nor the fulfillment of the terms thereof, will conflict with, result in breach or violation of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (A) the Restated Articles of Incorporation or the Amended and Restated Code of Regulations of the Company, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other material agreement, obligation, condition, covenant or instrument, to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, (C) any Ohio law, rule or regulation or (D) any judgment, order or decree known to me to be applicable to the Company of any Ohio court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties.

7.To the best of my knowledge, no order directed to the adequacy of the Registration Statement or any part thereof has been issued by the Commission, and no challenge by the Commission has been made to the adequacy of such document.

In connection with the preparation by the Company of the Registration Statement, the General Disclosure Package and the Prospectus, I or persons under my supervision have had discussions with certain of the Company’s officers, employees and representatives, with other counsel for the Company and with PricewaterhouseCoopers LLP, the Company’s independent public accountants who audited certain of the financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.  My review of the Registration Statement, the General Disclosure Package and the Prospectus and the above-mentioned discussions did not disclose to me any information that gives me reason to believe that (i) the Registration Statement, as of each Effective Date relating to the Bonds, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  I do not express any belief as to the financial statements, including the notes thereto and any related schedules, and other financial and statistical data derived therefrom included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus.

I am a member of the Bar of the State of Ohio, and, for purposes of this opinion, I do not hold myself out as an expert on the laws of any other jurisdiction.  I express no opinion herein as to the application or effect of the laws of any jurisdiction other than the laws of the State of Ohio, except that with respect to all matters covered hereby that are governed by the federal law of the United States of America or the laws of the State of New York, I have relied upon the opinion of even date herewith addressed to you of Akin Gump Strauss Hauer & Feld LLP.

This letter and the matters addressed herein are as of the date hereof, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person, or any other circumstance occurring after the date hereof.  This opinion is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

                                                                  Exh. A-1-4

The opinion set forth herein is rendered to you solely for your benefit only in connection with the transactions contemplated by the Underwriting Agreement and may not be relied on by you for any other purpose, or furnished or quoted to or relied on by any other person or entity (including by any person that acquires Bonds from any Underwriter) for any purpose, without my prior written consent.

 Very truly yours,

 Wendy E. Stark

 Counsel for Ohio Edison Company

                                                                 Exh. A-1-5

Exhibit A-2

FORM OF OPINION OF AKIN GUMP STRAUSS HAUER & FELD LLP

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Greenwich Capital Markets, Inc.

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

Scotia Capital (USA) Inc.

As Representatives of the Underwriters

   named in Schedule I to the Underwriting

   Agreement (as defined below)

c/o   Barclays Capital Inc.

   200 Park Avenue

New York, NY 10166

   Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10003

   Greenwich Capital Markets, Inc.

    600 Steamboat Road

   Greenwich, Connecticut  06830

              J.P. Morgan Securities Inc.

    270 Park Avenue

 New York, NY 10017

   Morgan Stanley & Co. Incorporated

    1585 Broadway

    New York, NY 10036

   Scotia Capital (USA) Inc.

    1 Liberty Plaza, 25th Floor

    165 Broadway

    New York, NY 10006

    Re:   Underwriting Agreement, dated October 16, 2008, among Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc. (collectively, the “Underwriters”), as Representatives of the Underwriters listed on Schedule I thereto and Ohio Edison Company (the “Underwriting Agreement”)

                                                                     Exh. A-2-1

Ladies and Gentlemen:

We have acted as special counsel to Ohio Edison Company, an Ohio corporation (the “Company”), in connection with the issuance and sale by the Company pursuant to the Underwriting Agreement of $25,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2018 (the “Bonds”). The Bonds are to be issued under a General Mortgage Indenture and Deed of Trust, dated January 1, 1998, under which The Bank of New York Mellon is trustee (the “Trustee”), as previously supplemented and modified by thirteen supplemental indentures thereto (together, the “Mortgage and Deed of Trust”) and as to be further supplemented, for the issuance of the Bonds, by a fourteenth supplemental indenture to be dated October 1, 2008 (the “Fourteenth Supplemental Indenture” and, together with the Mortgage and Deed of Trust,  the “First Mortgage”).  This opinion is rendered at the request of the Company pursuant to Section 6(c) of the Underwriting Agreement. All capitalized terms used in this letter, without definition, have the meanings assigned to them in the Underwriting Agreement.

In connection with this letter, we have examined executed originals or copies of executed originals of each of the following documents (collectively, the “Transaction Documents”):

(a) the Underwriting Agreement;

(b) the First Mortgage;

(c) the form of the Bonds;

(d) the Registration Statement;

(e) the prospectus dated September 22, 2008 (SEC File No. 333-153608) (together with the documents incorporated therein by reference, the “Base Prospectus”) included in the Registration Statement;

(f) the preliminary prospectus supplement dated October 15, 2008 (the “Preliminary Prospectus Supplement,” and together with the Base Prospectus, the “Preliminary Prospectus”);

(g) the final term sheet included as Annex A to Schedule II to the Underwriting Agreement (together with the Preliminary Prospectus, the “General Disclosure Package”); and

(h) the final prospectus supplement dated October 16, 2008 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), relating to the Bonds, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations under the Securities Act.

In addition, we have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter, and relied upon them to the extent we deem appropriate.  As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials, certificates of officers of the Company, and representations and warranties of the Company contained in the Transaction Documents, all of which we assume to be true, correct and complete.  In addition, we have made no inquiry of the Company or any other person or entity (including governmental authorities), regarding any judgments, orders, decrees, franchises, licenses, certificates, permits or other public records or agreements to which the Company is a party other than those described herein, and our knowledge of any such matters is accordingly limited.

                                                                  Exh. A-2-2

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies.  We have also assumed (a) the due organization, valid existence and good standing under the laws of its jurisdiction of incorporation of each party to each Transaction Document, (b) the legal capacity of natural persons, (c) the corporate or other power and due authorization of each person not a natural person to execute, deliver and perform its obligations under each Transaction Document to which it is a party, and to consummate the transactions contemplated by such Transaction Document, (d) the due execution and delivery of each Transaction Document by all parties thereto (other than, in the case of the Transaction Documents referred to in paragraphs 2 through 4 below, the Company), (e) that each Transaction Document constitutes the valid and binding obligation of each party thereto (other than, in the case of the Transaction Documents referred to in paragraphs 2 through 4 below, the Company), enforceable against such party in accordance with its terms, and (f) notwithstanding any provision contained in any agreement or instrument listed on Schedule A hereto selecting any law other than the Included Laws (as defined below) as the governing law thereof, such agreement or instrument is governed by the Included Laws.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1.   The statements made in the General Disclosure Package and the Prospectus under the headings “Description of Senior Secured Debt Securities” and “Description of the First Mortgage Bonds,” insofar as such statements constitute summaries of the Bonds and the First Mortgage, are accurate in all material respects and the Bonds are consistent with the information in the General Disclosure Package and the Prospectus.

2.   The First Mortgage has been duly qualified under the Trust Indenture Act of 1939 and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms.

3.   When the Bonds have been duly executed by the Company, authenticated by the Trustee in accordance with the First Mortgage and delivered by the Company against payment therefor by the Underwriters pursuant to the Underwriting Agreement, they will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits provided by the First Mortgage.

4.   The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

5.   No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required under any of the Included Laws for the due execution and delivery of the Underwriting Agreement by the Company and its transactions contemplated by the Underwriting Agreement, except (i) such as have already been obtained and are in full force and effect and (ii) such as may be required under the securities or blue sky laws of any jurisdiction, as to which we express no opinion.

6.   Neither the consummation of the transaction contemplated in the Underwriting Agreement, including the issuance and sale of the Bonds, nor the fulfillment of the terms thereof, will result in breach or violation of, result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) any agreement or instrument of the Company listed on Schedule A hereto, (ii) any rule or regulation under any Included Law or, to our knowledge, any order of any governmental authority or regulatory body having jurisdiction over the Company or any of its properties under any Included Law.

                                                                  Exh. A-2-3

7.   Each of the Registration Statement, as of the Effective Date relating to the Bonds, and the Prospectus, as of its date, and any amendment or supplement thereto, as of its date (except in each case for the financial statements, including the notes thereto and any related schedules, and other financial and statistical data derived therefromincluded or incorporated by reference therein, as to which we express no opinion), appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations thereunder; and the documents or portions thereof filed by the Company with the Commission pursuant to the Exchange Act, and incorporated or deemed to be incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, on the date filed with the Commission, appeared on its face to be appropriately responsive in all material respects to the requirements of the Exchange Act pursuant to which it was filed and the applicable rules and regulations thereunder.

8.   To the best of our knowledge, no order directed to the adequacy of the Registration Statement or any part thereof has been issued by the Commission, and no challenge by the Commission has been made to the adequacy of such document.

9.   The Company is not, and after giving effect to the offering and sale of the Bonds, and the application of the proceeds thereof as described in the Prospectus and the General Disclosure Package will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The opinions and other matters in the letter are qualified in their entirety and subject to the following:

A.   We express no opinion as to the laws of any jurisdiction other than the Included Laws.  We have made no special investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”), other than a review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America.  For purposes of this letter, the term “Included Laws” means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Underwriting Agreement.  The term Included Laws specifically excludes (a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof and (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property Laws, antitrust issues and Federal Reserve Board margin regulation issues.

B.   When used in the letter, the phrase “best of our knowledge” and similar phrases (i) mean the conscious awareness of facts or other information by (a) the lawyer in our firm who signed this letter, (b) any lawyer in our firm actively involved in negotiating and preparing the Transaction Documents, (c) solely as to information relevant to a particular opinion, issue or confirmation regarding a particular factual matter, any lawyer in our firm who is primarily responsible for providing the response concerning that particular opinion, issue or confirmation and (d) any lawyer in our firm who otherwise devotes substantive attention to matters of the Company on behalf of this firm and could reasonably be expected to have information material to the opinions expressed herein, and (ii) do not require or imply (a) any examination of this firm’s, such lawyer’s or any other person’s or entity’s files, (b) that any inquiry be made of the client, any lawyer (other than the lawyers described above), or any other person or entity, or (c) any review or examination of any agreements, documents, certificates, instruments or other papers other than the Transaction Documents, the corporate records referred to in the third paragraph of this letter and any agreement or instrument of the Company listed on Schedule A hereto.

                                                                  Exh. A-2-4

C.   This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity, or any other circumstance.  This letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

D.   The matters expressed herein are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) principles of commercial reasonableness and unconscionability and an implied covenant of good faith and fair dealing; (iv) the power of the courts to award damages in lieu of equitable remedies; and (v) securities and other Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.  Although it appears the requirements of Section 5-1402 of the New York General Obligations Law have been met, we express no opinion on whether any choice of law provision in any of the Transaction Documents referenced in Paragraphs 2 through 4 above would raise any issues under the United States constitution or in equity that would affect whether courts in New York would enforce the choice of New York law to govern such Transaction Document.

E.   We assume that no fraud, dishonesty, forgery, coercion, duress or breach of fiduciary duty exists or will exist with respect to any of the matters relevant to the opinions expressed herein.

F.   We express no opinion as to (i) the compliance of the transactions contemplated by the Underwriting Agreement with any regulations or governmental requirements applicable to any party other than the Company; (ii) the financial condition or solvency of the Company; (iii) the ability (financial or otherwise) of the Company or any other party to meet their respective obligations under the Underwriting Agreement; (iv) except to the extent covered by the last paragraph hereof, the compliance of the Underwriting Agreement or the transactions contemplated thereby with, or the effect of any of the foregoing with respect to, the antifraud provisions of Federal and state securities Laws, rules and regulations; (v) the conformity of the Underwriting Agreement to any term sheet or commitment letter; or (vi) any provision of any of the Transaction Documents referenced in paragraphs 2 through 3 above which would, to the extent not permitted by applicable Law, restrict, waive access to or vary legal or equitable remedies or defenses (including, but not limited to, a right to notice of and hearing on matters relating to prejudgment remedies, service of process, proper jurisdiction and venue, forum non conveniens and the right to trial by jury) or the right to collect damages (including, but not limited to, actual, consequential, special, indirect, incidental, exemplary and punitive damages).

G.   This letter is solely for your benefit, and no other person or entity shall be entitled to rely upon this letter, except that Wendy E. Stark, Esq. may rely on this opinion, to the extent it relates to matters that involve the Laws of the State of New York and the Federal Laws of the United States of America, in connection with her opinion to you of even date herewith with respect to the Bonds. Without our prior written consent, this letter may not be quoted in whole or in part or otherwise referred to in any document and may not be furnished or otherwise disclosed to or used by any other person or entity, except for (i) delivery of copies hereof to counsel for the addressees hereof; (ii) inclusion of copies hereof in a closing file; and (iii) use hereof in any legal proceeding arising out of the transactions contemplated by the Underwriting Agreement filed by an addressee thereof against this law firm or in which any addressee hereof is a defendant.

*                      *                      *

                                                                 Exh. A-2-5

Because the primary purpose of our professional engagement was not to establish or confirm factual matters or financial, accounting or statistical information, and because many determinations involved in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus are of a wholly or partially non-legal character, except as set forth in paragraph 1 of this letter, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus and we make no representation that we have independently verified the accuracy, completeness or fairness of such statements.

However, in the course of our acting as special counsel to the Company in connection with the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, we have reviewed each such document and have participated in conferences and telephone conversations with representatives of the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and representatives of the Underwriters’ counsel, during which conferences and conversations the contents of such documents and related matters were discussed.

Based on our participation in such conferences and conversations, our review of the documents described above, our understanding of the U.S. Federal Securities laws and the experience we have gained in our practice thereunder, we advise you that no information has come to our attention that causes us to believe that (i) the Registration Statement, as of the Effective Date relating to the Bonds, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the General Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or (iii) the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in the case of each of the clauses (i)-(iii) above, we do not express any view as to the financial statements, financial schedules and other financial, accounting and statistical data derived therefromcontained or incorporated by reference therein.

     Very truly yours,

                                                                Exh. A-2-6

EX-4.1

Exhibit 4.1

OHIO EDISON COMPANY

with

THE BANK OF NEW YORK MELLON,

As Trustee

____________________________

Fourteenth Supplemental Indenture

Providing among other things for

First Mortgage Bonds

8.25% Series of 2008 due 2038

8.25% Series of 2008 due 2018

____________________________

Dated as of October 1, 2008

FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2008, between Ohio Edison Company, a corporation organized and existing under the laws of the State of Ohio (hereinafter called the “Company”), and The Bank of New York Mellon (f/k/a The Bank of New York), a banking corporation organized and existing under the laws of the State of New York, as Trustee under the Indenture hereinafter referred to. 

WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, as Trustee (hereinafter called the “Trustee”), a certain General Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, to secure Bonds of the Company, issued and to be issued in series, from time to time, in the manner and subject to the conditions set forth in the said Indenture, which Indenture as heretofore and hereby supplemented is hereinafter referred to as the “Indenture”;

WHEREAS, the Company desires to modify the Indenture pursuant to Section 14.01(a)(xiv) of the Indenture, so that the words “Mortgage Bonds” in the descriptive title of all Outstanding Bonds shall be changed to “First Mortgage Bonds” as a result of the discharge and release of the 1930 Mortgage as of December 28, 2006;

WHEREAS, the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create two new series of Bonds under the Indenture, consisting of (i) $275,000,000 in aggregate principal amount to be designated as “First Mortgage Bonds 8.25% Series of 2008 due 2038” (hereinafter referred to as the “Bonds of Series of 2008 due 2038”), which shall bear interest at the rate per annum set forth in, shall be subject to certain redemption rights and obligations set forth in, and will otherwise be in the form and have the terms and provisions provided for in this Supplemental Indenture and set forth in the form of such bond which shall be substantially in the form included in Exhibit A-1 attached hereto and (ii) $25,000,000 in aggregate principal amount to be designated as “First Mortgage Bonds 8.25% Series of 2008 due 2018” (hereinafter referred to as the “Bonds of Series of 2008 due 2018”), which shall bear interest at the rate per annum set forth in, shall be subject to certain redemption rights and obligations set forth in, and will otherwise be in the form and have the terms and provisions provided for in this Supplemental Indenture and set forth in the form of such bond which shall be substantially in the form included in Exhibit A-2 attached hereto;

WHEREAS, all things necessary to make the Bonds of Series of 2008 due 2038 and the Bonds of Series of 2008 due 2018, when authenticated by the Trustee and issued as in the Indenture provided, the valid, binding and legal obligations of the Company, entitled in all respects to the security of the Indenture, have been done and performed, and the creation, execution and delivery of this Supplemental Indenture has in all respects been duly authorized; and

WHEREAS, the Company deems it advisable to enter into this Supplemental Indenture for the purposes of establishing the respective forms, terms and provisions of the Bonds of Series of 2008 due 2038 and the Bonds of Series of 2008 due 2018, as provided and contemplated by Sections 2.01(a) and 3.01(b) of the Indenture, and the Company has requested and hereby requests the Trustee to join in the execution of this Supplemental Indenture.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:That the Company, in consideration of the premises and of the mutual covenants herein contained and of the sum of One Dollar ($1.00) to it duly paid by the Trustee at or before the delivery of these presents and for other valuable considerations, the receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest, if any, on all Bonds at any time issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions contained in such Bonds and in the Indenture, has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, together with all the appurtenances thereto and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto the Trustee and to its successors in said trust, and to its and their assigns, forever, all of the Company’s interests in the parcels of land described in Exhibit B attached hereto and made a part hereof.

1

TO HAVE AND TO HOLD all such properties, rights and interests in property granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or in which a security interest has been granted by the Company in this Supplemental Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever;

SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been granted by the Company to other persons to the date of the execution and delivery of the Indenture and subject also, as to any property hereinafter acquired by the Company, to vendor’s Liens, purchase money mortgages and other Liens thereon at the time of the acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage), it being understood that with respect to any of such property which is now or hereafter becomes subject to the Lien of any Class A Mortgage, the Lien of this Indenture shall at all times be junior and subordinate to the Lien of such Class A Mortgage;

BUT IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the Indenture for the equal and proportionate benefit and security of all present and future Holders of the Bonds, and to secure the payment of the principal of premium, if any, and interest, if any, on the Bonds issued and Outstanding under the Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company, of, and its compliance with, the covenants and conditions of this Indenture without any preference, priority or distinction of any one Bond over any other Bond by reason of priority in the time of issue or negotiation thereof or otherwise.

NOW, THEREFORE, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by the Company, that all such Bonds of Series of 2008 due 2038 and such Bonds of Series of 2008 due 2018 are to be issued, authenticated and delivered, subject to this Supplemental Indenture and to the further covenants, conditions, uses and trusts in the Indenture set forth, and the parties hereto mutually agree as follows:

SECTION 1.      Effective on and after the date hereof the words “Mortgage Bonds” in the descriptive title of all Outstanding Bonds shall be changed to “First Mortgage Bonds,” pursuant to Section 14.01(a)(xiv) of the Indenture.

SECTION 2.

(a)       Bonds of Series of 2008 due 2038 shall be designated as the Company’s “First Mortgage Bonds 8.25% Series of 2008 due 2038.”  The Bonds of Series of 2008 due 2038 will mature on the date set forth in the form of bond set forth in Exhibit A-1 and, subject to the provisions of said form, shall bear interest from the time hereinafter provided at the rate of 8.25% per annum payable on April 15 and October 15 in each year beginning on April 15, 2009 (each such date hereinafter called a “2038 Interest Payment Date”) on and until maturity, or, in the case of any such Bonds of Series of 2008 due 2038 duly called for redemption, on and until the redemption date, or in the case of any default by the Company in the payment of principal due on any such Bonds of Series of 2008 due 2038, until the Company’s obligation with respect to the payment of the principal shall be discharged as provided in the Indenture.  If the maturity date or any redemption date should fall on a day that is not a Business Day, the principal due on such date shall be paid on the next succeeding Business Day and no interest shall accrue for the intervening period with respect to the payment so deferred.  Principal or redemption price of and interest on Bonds of Series of 2008 due 2038 shall be payable, to the extent specified in said form of bond, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio.

(b)       Bonds of Series of 2008 due 2038 and the Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit A-1, and delivery of Bonds of Series of 2008 due 2038 to the Trustee for authentication shall be conclusive evidence that the multiple thereof and its serial number have been duly approved by the Company.

2

(c)       Bonds of Series of 2008 due 2038 may be transferred by the registered owners thereof, in person or by attorney duly authorized, at an office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio, but only in the manner and upon the conditions prescribed in the Indenture and in the form of bond of such series set forth in Exhibit A-1.  The Bond Registrar shall not be required to register the transfer of or to exchange (a) any such Bond of Series of 2008 due 2038 during a period of fifteen (15) days immediately preceding the date of the mailing of the notice of redemption, or (b) any such Bond of Series of 2008 due 2038, selected for redemption in whole or in part, except the unredeemed portion of any such Bond of Series of 2008 due 2038 being redeemed.

(d)       Subject to certain exceptions provided in the Indenture, the interest payable on any 2038 Interest Payment Date shall be paid to the person in whose name a Bond of Series of 2008 due 2038 shall be registered at the close of business on the Regular Record Date (as defined in the Bond of Series of 2008 due 2038) or, in the case of defaulted interest, in the manner and to the person as provided in Section 3.07 of the Indenture.  If any 2038 Interest Payment Date should fall on a day that is not a Business Day, then the interest payment shall be made on the next succeeding Business Day and no interest shall accrue for the intervening period with respect to the payment so deferred.

(e)       Notices and demands to or upon the Company in respect of the Bonds of Series of 2008 due 2038, this Supplemental Indenture and the Indenture may be served at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio.

SECTION 3.

(a)       Bonds of Series of 2008 due 2038 shall be issued initially in the form of one or more permanent global securities in fully registered form without coupons, with the global bond legend set forth on the form of Bonds of Series of 2008 due 2038 (each a “2038 Global Bond”), deposited with, or on behalf of, The Depository Trust Company (the “2038 Depository”) and registered in the name of Cede & Co., as the Depository’s nominee and duly executed by the Company and authenticated by the Trustee as hereinafter provided.  Each such 2038 Global Bond shall be deposited with the Trustee as custodian for the 2038 Depository.

(b)       Members of, or participants in, the 2038 Depository (“2038 Agent Members”) shall have no rights under this Supplemental Indenture or the Indenture with respect to any 2038 Global Bond held on their behalf by the 2038 Depository or by the Trustee as the custodian for the 2038 Depository or under such 2038 Global Bond, and the 2038 Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such 2038 Global Bond for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the 2038 Depository or impair, as between the 2038 Depository and its 2038 Agent Members, the operation of customary practices of such 2038 Depository governing the exercise of the rights of a holder of a beneficial interest in any 2038 Global Bond.

(c)       Except as provided in this Section 3, owners of beneficial interests in 2038 Global Bonds will not be entitled to receive physical delivery of Bonds of Series of 2008 due 2038.

(d)       Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a 2038 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(e)       A 2038 Global Bond may not be transferred except by the 2038 Depository to a nominee of the 2038 Depository or by a nominee of the 2038 Depository to the 2038 Depository or another nominee of the 2038 Depository or to a successor 2038 Depository or its nominee.

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(f)        Subject to the procedures of the 2038 Depository, a 2038 Global Bond shall be exchangeable for Bonds of Series of 2008 due 2038 registered in the names of persons other than the 2038 Depository or its nominee only if (i) the 2038 Depository notifies the Company that it is unwilling or unable to continue as a 2038 Depository for such 2038 Global Bond and no successor 2038 Depository shall have been appointed by the Company, or if at any time the 2038 Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at a time when the 2038 Depository is required to be so registered to act as such 2038 Depository and no successor 2038 Depository shall have been appointed by the Company, in each case within 90 days after the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion determines that such 2038 Global Bond shall be so exchangeable, or (iii) there shall have occurred an event of default with respect to the Bonds of Series of 2008 due 2038.  Any 2038 Global Bond that is exchangeable pursuant to the preceding sentence shall be exchangeable for Bonds of Series of 2008 due 2038 registered in such names as the 2038 Depository shall direct.

SECTION 4.

(a)       The Bonds of Series of 2008 due 2038 are subject to redemption, at the option of the Company prior to maturity in whole or in part at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Bonds of Series of 2008 due 2038 to be redeemed and (2) the sum of the present value of the Remaining Scheduled Payments (as hereinafter defined) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 50 basis points, plus, in the case of each of clause (1) and (2), accrued and unpaid interest, if any, to the redemption date. The Bonds of Series of 2008 due 2038 shall not otherwise be subject to redemption by the Company prior to maturity.

(b)       For purposes of this Section 4 and the form of Bond of Series of 2008 due 2038, the following terms shall have the meanings set forth below:

“Comparable Treasury Issue” shall mean the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Bonds of Series of 2008 due 2038 to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Bonds of Series 2008 due 2038.

“Comparable Treasury Price” shall mean with respect to any redemption date (1) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” shall mean one of the Reference Treasury Dealers appointed by the Company, as selected by the Company, or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing selected by the Company.

“Reference Treasury Dealer” shall mean (1) each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer and (2) any other Primary Treasury Dealers selected by the Independent Investment Banker after consultation with the Company.

4

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

“Remaining Scheduled Payments” shall mean, with respect to the Bonds of Series of 2008 due 2038 to be redeemed, the remaining scheduled payments of principal and interest on the Bonds of Series of 2008 due 2038 that would be due after the related redemption date but for such redemption.  If such redemption date is not a 2038 Interest Payment Date with respect to such Bonds of Series of 2008 due 2038, the amount of the next succeeding scheduled interest payment on those Bonds of Series of 2008 due 2038 will be reduced by the amount of interest accrued on such Bonds of Series of 2008 due 2038 to such redemption date.

“Treasury Rate” shall mean, with respect to any redemption date,

·   the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519),” or any successor publication which is published weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or

·   if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

SECTION 5.

(a)       The principal amount of Bonds of Series of 2008 due 2038 which may be authenticated and delivered hereunder is limited to the aggregate principal amount of Two Hundred and Seventy Five Million Dollars ($275,000,000).

(b)       Bonds of Series of 2008 due 2038 in the aggregate principal amount of Two Hundred and Seventy Five Million Dollars ($275,000,000) may at any time subsequent to the execution hereof be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered (either before or after the recording hereof) upon the basis of property additions issued and delivered to the Trustee for such purpose, pursuant to a Company Order referred to in Section 4.01 of the Indenture and upon receipt by the Trustee of the opinions and other documents required by Sections 4.01 and, as applicable 4.03, 4.04 or 4.05 of the Indenture.

5

SECTION 6.

(a)       Bonds of Series of 2008 due 2018 shall be designated as the Company’s “First Mortgage Bonds 8.25% Series of 2008 due 2018.”  The Bonds of Series of 2008 due 2018 will mature on the date set forth in the form of bond set forth in Exhibit A-2 and, subject to the provisions of said form, shall bear interest from the time hereinafter provided at the rate of 8.25% per annum payable on April 15 and October 15 in each year beginning on April 15, 2009 (each such date hereinafter called a “2018 Interest Payment Date”) on and until maturity, or, in the case of any such Bonds of Series of 2008 due 2018 duly called for redemption, on and until the redemption date, or in the case of any default by the Company in the payment of principal due on any such Bonds of Series of 2008 due 2018, until the Company’s obligation with respect to the payment of the principal shall be discharged as provided in the Indenture.  If the maturity date or any redemption date should fall on a day that is not a Business Day, the principal due on such date shall be paid on the next succeeding Business Day and no interest shall accrue for the intervening period with respect to the payment so deferred.  Principal or redemption price of and interest on Bonds of Series of 2008 due 2018 shall be payable, to the extent specified in said form of bond, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio.

(b)       Bonds of Series of 2008 due 2018 and the Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit A-2, and delivery of Bonds of Series of 2008 due 2018 to the Trustee for authentication shall be conclusive evidence that the multiple thereof and its serial number have been duly approved by the Company.

(c)       Bonds of Series of 2008 due 2018 may be transferred by the registered owners thereof, in person or by attorney duly authorized, at an office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio, but only in the manner and upon the conditions prescribed in the Indenture and in the form of bond of such series set forth in Exhibit A-2.  The Bond Registrar shall not be required to register the transfer of or to exchange (a) any such Bond of Series of 2008 due 2018 during a period of fifteen (15) days immediately preceding the date of the mailing of the notice of redemption, or (b) any such Bond of Series of 2008 due 2018, selected for redemption in whole or in part, except the unredeemed portion of any such Bond of Series of 2008 due 2018 being redeemed.

(d)       Subject to certain exceptions provided in the Indenture, the interest payable on any 2018 Interest Payment Date shall be paid to the person in whose name a Bond of Series of 2008 due 2018 shall be registered at the close of business on the Regular Record Date (as defined in the Bond of Series of 2008 due 2018) or, in the case of defaulted interest, in the manner and to the person as provided in Section 3.07 of the Indenture.  If any 2018 Interest Payment Date should fall on a day that is not a Business Day, then the interest payment shall be made on the next succeeding Business Day and no interest shall accrue for the intervening period with respect to the payment so deferred.

(e)       Notices and demands to or upon the Company in respect of the Bonds of Series of 2008 due 2018, this Supplemental Indenture and the Indenture may be served at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio.

SECTION 7.

(a)       Bonds of Series of 2008 due 2018 shall be issued initially in the form of one or more permanent global securities in fully registered form without coupons, with the global bond legend set forth on the form of Bonds of Series of 2008 due 2018 (each a “2018 Global Bond”), deposited with, or on behalf of, The Depository Trust Company (the “2018 Depository”) and registered in the name of Cede & Co., as the Depository’s nominee and duly executed by the Company and authenticated by the Trustee as hereinafter provided.  Each such 2018 Global Bond shall be deposited with the Trustee as custodian for the 2018 Depository.

6

(b)       Members of, or participants in, the 2018 Depository (“2018 Agent Members”) shall have no rights under this Supplemental Indenture or the Indenture with respect to any 2018 Global Bond held on their behalf by the 2018 Depository or by the Trustee as the custodian for the 2018 Depository or under such 2018 Global Bond, and the 2018 Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such 2018 Global Bond for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the 2018 Depository or impair, as between the 2018 Depository and its 2018 Agent Members, the operation of customary practices of such 2018 Depository governing the exercise of the rights of a holder of a beneficial interest in any 2018 Global Bond.

(c)       Except as provided in this Section 7, owners of beneficial interests in 2018 Global Bonds will not be entitled to receive physical delivery of Bonds of Series of 2008 due 2018.

(d)       Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a 2018 Global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(e)       A 2018 Global Bond may not be transferred except by the 2018 Depository to a nominee of the 2018 Depository or by a nominee of the 2018 Depository to the 2018 Depository or another nominee of the 2018 Depository or to a successor 2018 Depository or its nominee.

(f)        Subject to the procedures of the 2018 Depository, a 2018 Global Bond shall be exchangeable for Bonds of Series of 2008 due 2018 registered in the names of persons other than the 2018 Depository or its nominee only if (i) the 2018 Depository notifies the Company that it is unwilling or unable to continue as a 2018 Depository for such 2018 Global Bond and no successor 2018 Depository shall have been appointed by the Company, or if at any time the 2018 Depository ceases to be a clearing agency registered under the Exchange Act, at a time when the 2018 Depository is required to be so registered to act as such 2018 Depository and no successor 2018 Depository shall have been appointed by the Company, in each case within 90 days after the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion determines that such 2018 Global Bond shall be so exchangeable, or (iii) there shall have occurred an event of default with respect to the Bonds of Series of 2008 due 2018.  Any 2018 Global Bond that is exchangeable pursuant to the preceding sentence shall be exchangeable for Bonds of Series of 2008 due 2018 registered in such names as the 2018 Depository shall direct.

SECTION 8.

(a)       The Bonds of Series of 2008 due 2018 are subject to redemption, at the option of the Company prior to maturity in whole or in part at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Bonds of Series of 2008 due 2018 to be redeemed and (2) the sum of the present value of the Remaining Scheduled Payments (as hereinafter defined) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 50 basis points, plus, in the case of each of clause (1) and (2), accrued and unpaid interest, if any, to the redemption date. The Bonds of Series of 2008 due 2018 shall not otherwise be subject to redemption by the Company prior to maturity.

(b)       For purposes of this Section 8 and the form of Bond of Series of 2008 due 2018, the following terms shall have the meanings set forth below:

“Comparable Treasury Issue” shall mean the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Bonds of Series of 2008 due 2018 to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Bonds of Series of 2008 due 2018.

7

“Comparable Treasury Price” shall mean with respect to any redemption date (1) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” shall mean one of the Reference Treasury Dealers appointed by the Company, as selected by the Company, or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing selected by the Company.

“Reference Treasury Dealer” shall mean (1) each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer and (2) any other Primary Treasury Dealers selected by the Independent Investment Banker after consultation with the Company.

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

“Remaining Scheduled Payments” shall mean, with respect to the Bonds of Series of 2008 due 2018 to be redeemed, the remaining scheduled payments of principal and interest on the Bonds of Series of 2008 due 2018 that would be due after the related redemption date but for such redemption.  If such redemption date is not a 2018 Interest Payment Date with respect to such Bonds of Series of 2008 due 2018, the amount of the next succeeding scheduled interest payment on those Bonds of Series of 2008 due 2018 will be reduced by the amount of interest accrued on such Bonds of Series of 2008 due 2018 to such redemption date.

“Treasury Rate” shall mean, with respect to any redemption date,

·   the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519),” or any successor publication which is published weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or

·   if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

8

SECTION 9.

(a)       The principal amount of Bonds of Series of 2008 due 2018 which may be authenticated and delivered hereunder is limited to the aggregate principal amount of Twenty Five Million Dollars ($25,000,000).

(b)       Bonds of Series of 2008 due 2018 in the aggregate principal amount of Twenty Five Million Dollars ($25,000,000) may at any time subsequent to the execution hereof be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered (either before or after the recording hereof) upon the basis of property additions issued and delivered to the Trustee for such purpose, pursuant to a Company Order referred to in Section 4.01 of the Indenture and upon receipt by the Trustee of the opinions and other documents required by Sections 4.01 and, as applicable 4.03, 4.04 or 4.05 of the Indenture.

SECTION 10.   Except as herein otherwise expressly provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture; the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals herein or in the Bonds of Series of 2008 due 2038 or the Bonds of Series of 2008 due 2018 (except in each case the Trustee’s authentication certificate), all of which are made by the Company solely; and this Supplemental Indenture is executed and accepted by the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents and purposes as if the terms and conditions of the Indenture were herein set forth at length.

SECTION 11.    As supplemented by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and the Indenture as herein defined, and this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Indenture.

SECTION 12.    Nothing in this Supplemental Indenture contained shall or shall be construed to confer upon any person other than a Holder of Bonds issued under the Indenture, the Company and the Trustee any right or interest to avail himself of any benefit under any provision of the Indenture or of this Supplemental Indenture.

SECTION 13.   This Supplemental Indenture may be simultaneously executed in several counterparts and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

9

In Witness Whereof, Ohio Edison Company and The Bank of New York Mellon have caused these presents to be executed in their respective names by their respective Presidents or one of their Vice Presidents or Assistant Vice Presidents, as of the day and year first above written.

	OHIO EDISON COMPANY
	By:
Name:		James F. Pearson
Title:		Vice President and Treasurer

	THE BANK OF NEW YORK MELLON, as Trustee
	By:
Name:		Carlos Luciano
Title:		Vice President

STATE OF OHIO                   )

) ss.:

COUNTY OF SUMMIT        )

On the ____ day of October in the year 2008 before me, the undersigned, personally appeared James F. Pearson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Vice President and Treasurer and that by his signature on the instrument, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument.

 ________________________________

 _______________, Notary Public

      Commission Expires _____________

STATE OF NEW YORK        )

) ss.:

COUNTY OF NEW YORK   )

On the ___ day of October in the year 2008 before me, the undersigned, personally appeared Carlos Luciano, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Vice President of The Bank of New York Mellon, and that by his signature on the instrument, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument.

 ________________________________

 _______________, Notary Public

      Commission Expires _____________

The Bank of New York Mellon hereby certifies that its precise name and address as Trustee hereunder are:

The Bank of New York Mellon

Corporate Trust Division

101 Barclay Street, 8-W

City, County and State of New York 10286

	THE BANK OF NEW YORK MELLON
	By:
Name:		Carlos Luciano
Title:		Vice President

THIS INSTRUMENT PREPARED BY:

Lucas F. Torres

Akin Gump Strauss Hauer & Feld LLP

590 Madison Avenue

New York, NY 10022

EXHIBIT A-1

[FORM OF FULLY REGISTERED BONDS OF SERIES OF 2008 DUE 2038]

[GLOBAL BONDS LEGEND]

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

TRANSFERS OF THIS GLOBAL BOND SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL BOND SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE SUPPLEMENTAL INDENTURE REFERRED TO BELOW.

OHIO EDISON COMPANY

First Mortgage Bonds 8.25% Series of 2008 due 2038

Due October 15, 2038

No.____                                                                                                                                      $___________

Ohio Edison Company, a corporation of the State of Ohio (hereinafter called the “Company”), for value received, hereby promises to pay to _____________________________, or registered assigns, the sum of _____________________________________________ Dollars ($________________) or the aggregate unpaid principal amount hereof, whichever is less, on October 15, 2038, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay interest on the unpaid principal amount hereof in like coin or currency from the time hereinafter provided, at the rate specified in the title hereof, such interest to be payable on April 15 and October 15 in each year beginning on April 15, 2009 (each such date herein called an “Interest Payment Date”), and on and until the date of maturity of this Bond, or, if this Bond shall be duly called for redemption, on and until the redemption date, or, if the Company shall default in the payment of the principal amount of this Bond, until the Company’s obligation with respect to the payment of such principal shall be discharged as provided in the Indenture referred to on the reverse hereof.  Payments of principal of and interest on this bond shall be made at an office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio.  Except as hereinafter provided, this Bond shall bear interest from the most recent date to which interest has been paid or, if no interest has been paid or duly provided for, then from the date of initial authentication of this Bond, until the principal of this Bond has been paid or duly provided for. Subject to certain exceptions provided in said Indenture, the interest payable on any Interest Payment Date shall be paid to the person in whose name this Bond shall be registered at the close of business on the Regular Record Date (hereinafter defined) or, in the case of defaulted interest, in the manner and to the person as provided in the Indenture.  If any Interest Payment Date should fall on a day that is not a Business Day (as defined in the Indenture), then the interest payment shall be made on the next succeeding Business Day and no interest shall accrue for the intervening period with respect to the payment so deferred.

                                                                   A-1-1

The provisions of this bond are continued on the reverse-hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

This bond shall not become valid or obligatory until The Bank of New York Mellon, the Trustee under the Indenture referred to on the reverse hereof, or its successor thereunder, shall have authenticated the form of certificate endorsed hereon.

IN WITNESS WHEREOF, Ohio Edison Company has caused this bond to be signed in its name by its President or a Vice President, by his or her signature or a facsimile thereof.

 Dated:

	OHIO EDISON COMPANY
	By:
Name:		James F. Pearson
Title:		Vice President and Treasurer

                                                                 A-1-2

[Form of Trustee’s Authentication Certificate]

Trustee’s Authentication Certificate

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

	THE BANK OF NEW YORK MELLON, as Trustee
	By:
Name:
Title:

                                                                 A-1-3

[FORM OF FULLY REGISTERED BONDS OF SERIES OF 2008 DUE 2038]

[REVERSE]

OHIO EDISON COMPANY

First Mortgage Bonds 8.25% Series of 2008 due 2038

This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, all issued and to be issued under and equally secured (except as to any money, obligations or other instruments, or earnings thereon, deposited with the Trustee in accordance with the provisions of the Indenture hereinafter mentioned for the bonds of any particular series) by a General Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, executed by the Company to The Bank of New York Mellon (f/k/a The Bank of New York), as Trustee, as amended and supplemented by indentures supplemental thereto to which Indenture as so amended and supplemented (herein referred to as the “Indenture”) reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds are secured.  This Bond is one of a series designated as the First Mortgage Bonds 8.25% Series of 2008 due 2038 (herein called the “Bonds of this Series”) limited, except as otherwise provided in the Indenture, in aggregate principal amount to $275,000,000, issued under and secured by the Indenture and described in the Fourteenth Supplemental Indenture dated as of October 1, 2008, between the Company and the Trustee (herein called the “Supplemental Indenture”).

Except as hereinafter provided, this Bond shall bear interest from the most recent date to which interest has been paid or, if no interest has been paid or duly provided for, then from the date of initial authentication of this Bond, until the principal of this Bond has been paid or duly provided for.  Subject to certain exceptions provided in said Indenture, the interest payable on any Interest Payment Date shall be paid to the person in whose name this Bond shall be registered at the close of business on the Regular Record Date (hereinafter defined) or, in the case of defaulted interest, in the manner and to the person as provided in the Indenture.

The term “Regular Record Date” shall mean, with respect to any Interest Payment Date (other than an Interest Payment Date that is a maturity date or redemption date) of any Bond of this Series, the close of business on the fifteenth (15th) calendar day next preceding the respective Interest Payment Date (whether or not a Business Day, as defined in the Indenture); provided, however, that so long as the Bonds of this Series are held by a Depository in the form of one or more Global Bonds, the Regular Record Date with respect to each Interest Payment Date (other than an Interest Payment Date that is the maturity date or redemption date) will be the close of business on the Business Day before the applicable Interest Payment Date.

The Bonds of this Series are subject to redemption, at the option of the Company prior to maturity in whole or in part at any time, as provided in the Supplemental Indenture, at a redemption price equal to the greater of (1) 100% of the principal amount of the Bonds of this Series to be redeemed and (2) the sum of the present value of the Remaining Scheduled Payments (as defined in the Supplemental Indenture) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Supplemental Indenture) plus 50 basis points, plus, in the case of each of clause (1) and (2), accrued and unpaid interest, if any, to the redemption date.

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Any redemption of the Bonds of this Series shall be made after written notice has been given by the Trustee by mailing to each registered owner of such Bonds to be redeemed a notice of such redemption, first class postage prepaid, at its last address as it shall appear upon the books of the Company for the registration and transfer of such Bonds.  Any notice of redemption shall be mailed at least thirty (30) days and not more than one hundred and eighty (180) days before the redemption date, unless a shorter notice period is consented to in writing by the registered owner or owners of all Bonds of this Series to be redeemed and such consent is filed with the Trustee.  In the event of a partial redemption of Bonds of this Series, the Trustee shall select, not more than sixty (60) days prior to the redemption date, the Bonds of this Series to be redeemed, subject to the provisions of the Indenture, in such manner as the Trustee shall deem appropriate and fair.  Any notice of redemption of the Bonds of this Series may be conditional on the Company depositing funds with the Trustee, or irrevocably directing the Trustee to apply moneys held by it, sufficient to pay the redemption price thereof, and if such funds are not so deposited or such direction is not given, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which notice of redemption was given, that such money was not so received and such redemption was not required to be made.

The Bonds of this Series are not otherwise redeemable prior to their maturity.

In the Fourteenth Supplemental Indenture, dated October 1, 2008, between the Company and the Trustee, the Company has modified the Indenture pursuant to Section 14.01(a)(xiv) of the Indenture, so that the words “Mortgage Bonds” in the descriptive title of all Outstanding Bonds (as defined in the Indenture) shall be changed to “First Mortgage Bonds” with the discharge and release of the 1930 Mortgage (as defined in the Indenture) which occurred as of December 28, 2006.

The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture upon the occurrence and continuance of an Event of Default (as defined in the Indenture) as in the Indenture provided.

No recourse shall be had for the payment of the principal of or premium, or interest if any, on this bond, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company or a predecessor or successor corporation, whether by virtue of any Constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, officers and directors being released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

Bonds of this Series shall be issuable in denominations of $2,000 and integral multiples of $1,000 thereof.

Subject to the limitations provided in the Indenture and the Supplemental Indenture, this Bond is transferable by the registered owner hereof, in person or by duly authorized attorney, on the books of the Company to be kept for that purpose at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio, upon surrender and cancellation of this Bond, and upon presentation of a duly executed written instrument of transfer, and thereupon a new fully registered bond or bonds of the same series for a like principal amount and in authorized denominations will be issued to the transferee or transferees in exchange therefor, as provided in the Indenture; and upon payment, if the Company shall require it, of the transfer charges therein prescribed.  The Company and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes.  The Bond Registrar (as defined in the Indenture) shall not be required to register the transfer of or to exchange (a) any such Bond of this Series during a period of fifteen (15) days immediately preceding the date of the mailing of the notice of redemption, or (b) any such Bond of this Series, selected for redemption in whole or in part, except the unredeemed portion of any such Bond of this Series being redeemed.

[End of Form of Bond of Series of 2008 due 2038]

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EXHIBIT A-2

[FORM OF FULLY REGISTERED BONDS OF SERIES OF 2008 DUE 2018]

[GLOBAL BONDS LEGEND]

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

TRANSFERS OF THIS GLOBAL BOND SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL BOND SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE SUPPLEMENTAL INDENTURE REFERRED TO BELOW.

OHIO EDISON COMPANY

First Mortgage Bonds 8.25% Series of 2008 due 2018

Due October 15, 2018

No.____                                                                                                                      & #160;           $___________

Ohio Edison Company, a corporation of the State of Ohio (hereinafter called the “Company”), for value received, hereby promises to pay to _____________________________, or registered assigns, the sum of _____________________________________________ Dollars ($________________) or the aggregate unpaid principal amount hereof, whichever is less, on October 15, 2018, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay interest on the unpaid principal amount hereof in like coin or currency from the time hereinafter provided, at the rate specified in the title hereof, such interest to be payable on April 15 and October 15 in each year beginning on April 15, 2009 (each such date herein called an “Interest Payment Date”), and on and until the date of maturity of this Bond, or, if this Bond shall be duly called for redemption, on and until the redemption date, or, if the Company shall default in the payment of the principal amount of this Bond, until the Company’s obligation with respect to the payment of such principal shall be discharged as provided in the Indenture referred to on the reverse hereof.  Payments of principal of and interest on this bond shall be made at an office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio.  Except as hereinafter provided, this Bond shall bear interest from the most recent date to which interest has been paid or, if no interest has been paid or duly provided for, then from the date of initial authentication of this Bond, until the principal of this Bond has been paid or duly provided for. Subject to certain exceptions provided in said Indenture, the interest payable on any Interest Payment Date shall be paid to the person in whose name this Bond shall be registered at the close of business on the Regular Record Date (hereinafter defined) or, in the case of defaulted interest, in the manner and to the person as provided in the Indenture.  If any Interest Payment Date should fall on a day that is not a Business Day (as defined in the Indenture), then the interest payment shall be made on the next succeeding Business Day and no interest shall accrue for the intervening period with respect to the payment so deferred.

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The provisions of this bond are continued on the reverse-hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

This bond shall not become valid or obligatory until The Bank of New York Mellon, the Trustee under the Indenture referred to on the reverse hereof, or its successor thereunder, shall have authenticated the form of certificate endorsed hereon.

IN WITNESS WHEREOF, Ohio Edison Company has caused this bond to be signed in its name by its President or a Vice President, by his or her signature or a facsimile thereof.

 Dated:

	OHIO EDISON COMPANY
	By:
Name:		James F. Pearson
Title:		Vice President and Treasurer

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[Form of Trustee’s Authentication Certificate]

Trustee’s Authentication Certificate

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

	THE BANK OF NEW YORK MELLON, as Trustee
	By:
Name:
Title:

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 [FORM OF FULLY REGISTERED BONDS OF SERIES OF 2008 DUE 2018]

[REVERSE]

OHIO EDISON COMPANY

First Mortgage Bonds 8.25% Series of 2008 due 2018

This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds of the series designated in its title, all issued and to be issued under and equally secured (except as to any money, obligations or other instruments, or earnings thereon, deposited with the Trustee in accordance with the provisions of the Indenture hereinafter mentioned for the bonds of any particular series) by a General Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, executed by the Company to The Bank of New York Mellon (f/k/a The Bank of New York), as Trustee, as amended and supplemented by indentures supplemental thereto to which Indenture as so amended and supplemented (herein referred to as the “Indenture”) reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds are secured.  This Bond is one of a series designated as the First Mortgage Bonds 8.25% Series of 2008 due 2018 (herein called the “Bonds of this Series”) limited, except as otherwise provided in the Indenture, in aggregate principal amount to $25,000,000, issued under and secured by the Indenture and described in the Fourteenth Supplemental Indenture dated as of October 1, 2008, between the Company and the Trustee (herein called the “Supplemental Indenture”).

Except as hereinafter provided, this Bond shall bear interest from the most recent date to which interest has been paid or, if no interest has been paid or duly provided for, then from the date of initial authentication of this Bond, until the principal of this Bond has been paid or duly provided for.  Subject to certain exceptions provided in said Indenture, the interest payable on any Interest Payment Date shall be paid to the person in whose name this Bond shall be registered at the close of business on the Regular Record Date (hereinafter defined) or, in the case of defaulted interest, in the manner and to the person as provided in the Indenture.

The term “Regular Record Date” shall mean, with respect to any Interest Payment Date (other than an Interest Payment Date that is a maturity date or redemption date) of any Bond of this Series, the close of business on the fifteenth (15th) calendar day next preceding the respective Interest Payment Date (whether or not a Business Day, as defined in the Indenture); provided, however, that so long as the Bonds of this Series are held by a Depository in the form of one or more Global Bonds, the Regular Record Date with respect to each Interest Payment Date (other than an Interest Payment Date that is the maturity date or redemption date) will be the close of business on the Business Day before the applicable Interest Payment Date.

The Bonds of this Series are subject to redemption, at the option of the Company prior to maturity in whole or in part at any time, as provided in the Supplemental Indenture, at a redemption price equal to the greater of (1) 100% of the principal amount of the Bonds of this Series to be redeemed and (2) the sum of the present value of the Remaining Scheduled Payments (as defined in the Supplemental Indenture) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Supplemental Indenture) plus 50 basis points, plus, in the case of each of clause (1) and (2), accrued and unpaid interest, if any, to the redemption date.

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Any redemption of the Bonds of this Series shall be made after written notice has been given by the Trustee by mailing to each registered owner of such Bonds to be redeemed a notice of such redemption, first class postage prepaid, at its last address as it shall appear upon the books of the Company for the registration and transfer of such Bonds.  Any notice of redemption shall be mailed at least thirty (30) days and not more than one hundred and eighty (180) days before the redemption date, unless a shorter notice period is consented to in writing by the registered owner or owners of all Bonds of this Series to be redeemed and such consent is filed with the Trustee.  In the event of a partial redemption of Bonds of this Series, the Trustee shall select, not more than sixty (60) days prior to the redemption date, the Bonds of this Series to be redeemed, subject to the provisions of the Indenture, in such manner as the Trustee shall deem appropriate and fair.  Any notice of redemption of the Bonds of this Series may be conditional on the Company depositing funds with the Trustee, or irrevocably directing the Trustee to apply moneys held by it, sufficient to pay the redemption price thereof, and if such funds are not so deposited or such direction is not given, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which notice of redemption was given, that such money was not so received and such redemption was not required to be made.

The Bonds of this Series are not otherwise redeemable prior to their maturity.

In the Fourteenth Supplemental Indenture, dated October 1, 2008, between the Company and the Trustee, the Company has modified the Indenture pursuant to Section 14.01(a)(xiv) of the Indenture, so that the words “Mortgage Bonds” in the descriptive title of all Outstanding Bonds (as defined in the Indenture) shall be changed to “First Mortgage Bonds” with the discharge and release of the 1930 Mortgage (as defined in the Indenture) which occurred as of December 28, 2006.

The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture upon the occurrence and continuance of an Event of Default (as defined in the Indenture) as in the Indenture provided.

No recourse shall be had for the payment of the principal of or premium, or interest if any, on this bond, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation, either directly or through the Company or a predecessor or successor corporation, whether by virtue of any Constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, officers and directors being released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture.

Bonds of this Series shall be issuable in denominations of $2,000 and integral multiples of $1,000 thereof.

Subject to the limitations provided in the Indenture and the Supplemental Indenture, this Bond is transferable by the registered owner hereof, in person or by duly authorized attorney, on the books of the Company to be kept for that purpose at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, in the City of Akron, Ohio, or in the City of Cleveland, Ohio, upon surrender and cancellation of this Bond, and upon presentation of a duly executed written instrument of transfer, and thereupon a new fully registered bond or bonds of the same series for a like principal amount and in authorized denominations will be issued to the transferee or transferees in exchange therefor, as provided in the Indenture; and upon payment, if the Company shall require it, of the transfer charges therein prescribed.  The Company and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes.  The Bond Registrar (as defined in the Indenture) shall not be required to register the transfer of or to exchange (a) any such Bond of this Series during a period of fifteen (15) days immediately preceding the date of the mailing of the notice of redemption, or (b) any such Bond of this Series, selected for redemption in whole or in part, except the unredeemed portion of any such Bond of this Series being redeemed.

[End of Form of Bond of Series of 2008 due 2018]

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EXHIBIT B

DESCRIPTION OF REAL PROPERTY

Parcel No. 1

Alliance MGP Site #1

Situated in the City of Alliance, County of Stark and State of Ohio:

Known as Lot No. 12719 in said City of Alliance.

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Parcel No. 2

Alliance MGP Site #2

Situated in the City of Alliance, County of Stark and in the State of Ohio and being known, numbered and designated as Lots 12710, 12711 and 12718, which are recorded in Replat Book 68 on Page 39, of the County Records of Stark County, Ohio.

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Parcel No. 3

Bath Substation

Situated in the Township of Bath, County of Summit and State of Ohio and being part of Original Lot (O.L.) 34 of Bath Township, and further known as being part of a tract of land conveyed to Lawrence A. and Cynthia L. Griebel by Deed Volume 6330, Page 291 of the Summit County Recorder’s Office, described as follows:

Beginning at a railroad spike set at the southwest corner of O.L. Lot 34 and the centerline of Shade Road (C.H. 196), a variable-width public right of way;

Thence North 00 degrees 20 minutes 57 seconds East, along the westerly line of said O.L. 34, a distance of 1664.92 feet to a stone with a “cross” cut found at an angle point in the westerly line of said O.L. 34 marking the southeasterly corner of Barrett Allotment as recorded in Plat Book 57, Pages 22-23 of the Summit County Recorder’s Office, passing through a 5/8 inch rebar with cap set at a distance of 63.15 feet;

Thence North 00 degrees 47 minutes 43 seconds East, along the easterly line of said Barrett Allotment, a distance of 778.71 feet to a stone with a “cross” cut found at the northwesterly corner of said O.L. 34;

Thence South 88 degrees 16 minutes 45 seconds East, along the northerly line of said O.L. 34, a distance of 96.87 feet to a ¾-inch bar found on the westerly limited access right of way line of Interstate 77 (U.S. 21), a State of Ohio Perpetual Easement, Centerline Plat recorded by Volume 61, Page 44-45 of the Summit County Recorder’s office;

Thence South 00 degrees 19 minutes 06 seconds West, along the westerly line of said Interstate 77, a distance of 2,438.29 feet to a point on the south line of O.L. 34 and the centerline of said Shade road.

Thence South 88 degrees 42 minutes 11 seconds West, along the south line of said O.L. 34 and the centerline of said Shade Road, a distance of 104.26 feet to the Point of Beginning.

The above-described tract of land contains a total of 250,436.1 square feet or 5,749 acres, of which 0.159 acre lie in the public right of way of Shade Road, as surveyed under the direction of Timothy J. Briggs, P.S. 7495, Campbell & Associated, Inc. of Cuyahoga Falls, Ohio in July of 2005.  Basis of bearings is State Plane Grid North, NAD83 (1986).  Subject to all easements and right of ways of public record or as otherwise legally established.

Restricting, however, unto the Guarantee, its successors and assigns, any permanently mounted ground level equipment such as substations, transformers, and switch-gear upon a portion of property conveyed which lies within 680 feet of the center line of Shade Road, excluding a strip of land 10 feet in width parallel and adjacent to the northerly limits of Shade Road as it exists now or in the future.

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Parcel No. 4

Ashland Substation

Situated in the City of Ashland, County of Ashland, State of Ohio, and being a part of the Southeast Quarter of Section 20, Township 22 and Range 16 and being more particularly described as follows:

Commencing at a ½ inch rebar found at the Northeast corner of the Southeast Quarter of Section 20;

Thence South 00 degrees 38’ 14” West along the East line of the Southeast Quarter of Section 20, also being the East Line of lands now or formerly owned by Robert M. Simonson as recorded in Deed Volume 586, Page 995 of the Ashland County Recorders Records, a distance of 260.66 feet to a point at the Southeast corner of said Simonson lands, referenced by a survey marker found with cap stamped “LAUGHERY”, North 88 degrees 47’ 09” West, 2.47 feet;

Thence North 88 degrees 47’ 09” West along the South line of said Simonson lands, passing thru a survey marker found with cap stamped “LAUGHERY” at a distance of 2.47 feet, a total distance of 199.70 feet to a survey marker found with cap stamped “LAUGHERY” at the Southwest corner of said Simonson lands.

Thence North 00 degrees 34’ 10” East along the West line of said Simonson lands, a distance of 60.00 feet to a 5/8 inch rebar found;

Thence North 88 degrees 54’ 13” West along the South line of lands now or formerly owned by Harold and Barbara A. Helstrom, Deed Volume 521, Page 805, Paul D. and Elizabeth Snyder, Deed Volume 561, Page 356 and Deed Volume 567, Page 104, and William D. and Roberta R. Ihrig as recorded in Deed Volume 447, Page 694, 697, as recorded in the Ashland County Recorder’s Records, passing thru ½ inch rebars found at 299.70 feet and 330.01 feet, a total distance of 368.76 feet to a ½ inch rebar found;

Thence Southwesterly along the South line of said Ihrig lands, along a curve to the left, having an arc length of 344.37 feet, a radius of 392.45 feet, a delta angle of 50 degrees 16’ 36”, a chord bearing South 65 degrees 57’ 47” West with a chord length of 333.43 feet to a point, referenced by a ½ inch pipe found, South 40 degrees 49’ 08” West, 8.91 feet;

Thence South 40 degrees 49’ 08” West along the South line of said Ihrig lands, a distance of 8.91 feet to a point on the West line of said Ihrig lands;

Thence South 01 degrees 05’ 56” East a distance of 45.18 feet to a mag nail set on the centerline of State Route 60 (Center Street);

Thence South 48 degrees 32’ 51” East along the centerline of State Route 60 (Center Street), a distance of 29.82 feet to a mag nail set at the point of beginning of the parcel herein described;

Thence North 40 degrees 49’ 08” East a distance of 42.85 feet to a REL Survey Marker set on the Southerly line of 60.00 foot wide ingress/egress easement;

Thence Northeasterly along the Southerly line of said 60.00 foot wide ingress/egress easement, along a curve to the right, having an arc length of 197.49 feet, a radius of 332.45 feet, a delta angle of 34 degrees 02’ 10”, a chord bearing North 57 degrees 50’ 34” East, with a chord length of 194.60 feet to a REL Survey Marker set;

Thence South 48 degrees 04’ 05” East a distance of 176.92 feet to a REL Survey Marker set;

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Thence South 42 degrees 07’ 09” West, passing thru a survey marker set at a distance of 200.00 feet, a total distance of 230.00 feet to a mag nail set on the centerline of State Route 60 (Center Street);

Thence North 47 degrees 52’ 51” West along the centerline of State Route 60 (Center Street), a distance of 165.35 feet to a mag nail set;

Thence North 48 degrees 32’ 51” West along the centerline of State Route 60 (Center Street), a distance of 63.33 feet to the mag nail set at the point of beginning, containing 1.141 acres of land, more or less, subject to all highways, easements and use restrictions of records.

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Parcel No. 5

Aetna Substation Additional Land

PARCEL 1:

Situated in the City of Akron, County of Summit and State of Ohio: and known as being a part of Lot No. 7, bounded and described as follows:

Beginning at a point standing 3 chains easterly from the Northeast corner of the point of intersection of Walnut Street with an alley (said alley now known as Aetna street) 45 links wide; said alley (now known as Aetna street) running South 61° 1’ East from said Walnut Street; thence North 28½° East on a marked line 3 chains to a post; thence South 61½° East one chain to a post; thence South 28½°  West on a marked line 3 chains to a post standing on the northerly side of said alley (now known as Aetna Street); thence North 61½° West one chain to the place of beginning and containing 0.31 of an acre of land.  Said land is now listed as the whole of Lot No. 11 in an allotment known as the unknown allotment, lying South of North street between Walnut Street and the Ohio Canal.

PARCEL 2:

Situated in the City of Akron, County of Summit and State of Ohio: and known as being a part of Tract 7 in said city (formerly Portage Township), and bounded and described as follows:

Beginning at a post standing in the easterly line of North Walnut Street and 87 links southerly from the intersection of same easterly line with the South line of North Street so-called; thence South 61½°.  East on a marked line 3 chains to a post; thence South 28½°  West on a marked line 1 chain to a post; thence North 61½° West along a marked line 3 chains to the easterly line of Walnut Street; thence North along said easterly line of Walnut Street 1 chain to the place of beginning and containing 0.30 acre of land, and known as Lot No. 12 of the unknown Block King’s addition.

PARCEL 3:

Situated in the City of Akron, County of Summit and State of Ohio: and known as being part of Tact 7 in said City of Akron, and bounded and described as follows:

Beginning in the easterly line of Walnut Street at a point 1 chain and 87 links southerly from the intersection of said easterly line with the South line of North Street; thence South 61°East in marked line 3 chains to a post; thence South 28½° West on a marked line 1 chain to a post; thence North 61½° West along a marked line 3 chains to the easterly line of said Walnut Street; thence North 38° East along the easterly line of Walnut Street to the place of beginning and containing 0.30 of an acre of land, be the same more or less, but subject to all legal highways.

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Parcel No. 6

Five Points Substation

Situated in the Township of Franklin, County of Richland, State of Ohio and being a part of the Northwest Quarter of Section 21, Township 22, and Range 18 and being more particularly described as follows:

Beginning at a railroad spike found at the southwest corner of the Northwest Quarter of Section 21, said point also being on the centerline of Ernsberger Road (T.H. 234);

Thence North 00° 47’01” East with the centerline of Ernsberger Road (T.H. 234) and the west line of the Northwest Quarter of Section 21, a distance of 208.71 feet to a mag nail set;

Thence North 88°44’39” East, passing thru a survey marker set at a distance of 20.01 feet, a total distance of 208.84 feet to a survey marker set;

Thence South 00°47’01” West a distance of 208.71 feet to a survey marker set on the north property line of lands now or formerly owned by C.&S. Campbell as recorded in Official Record Volume 464, Page 961 of the Richland County Recorders records;

Thence South 88°44’39” West along the north property line of said Campbell lands, passing thru a “Vance” survey marker found at a distance of 178.90 feet, a total distance of 208.84 feet to the railroad spike found at the point of beginning, containing 1.000 acre of land, more or less, subject to all highways, easements an use restrictions of record.

This description is based on an actual field survey.  Bearings are grid bearings originating on Richland County Goedetic Monuments 8220A, 8221A, 8222A and are based on the Ohio State Plan Coordinate System, North Zone, and the North American Datum of 1983(95).

Survey markers set are 5/8” x 30” long rebar with cap stamped “Richland Eng. RLS 7209”.

Deed Reference: Official Record Volume 772, Page 737.

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Parcel No. 7

Grill Substation

Situated in the State of Ohio, County of Wayne, and Township of Chippewa and being part of the Northeast Quarter of Section 12(T-18 N, R-11 W) and further known as being part of a tract of land conveyed to Walsh Farms by Deed Vol. 206, Pg. 838 of the Wayne County Deed Records, described as follows:

Beginning at 5/8 inch rebar with cap marked “Gasbarre” found at the Northwest corner of the Northeast Quarter of said Section 12; thence South 88 degrees 20 minutes 10 seconds East along the northerly line of said Section a distance of 1307.04 feet to a 5/8 inch rebar found at the northeasterly corner of land conveyed to Rita M. Semonin, Trustee, by Volume 659 Page 318 of the Wayne County Deed Records; thence South 02 degrees 56 minutes 00 seconds West along the easterly line of said Rita M. Semonin a distance of 1321.29 feet to a 5/8 inch rebar with cap set and the true point of beginning;

1.   thence South 83 degrees 35 minutes 57 seconds East a distance of 200.00 feet to a 5/8 inch rebar with cap set;

2.   thence South 02 degrees 56 minutes 00 seconds West a distance of 260.00 feet to the centerline of Grill Road, T.R. 63, a 60 foot public right of way, passing through a 5/8 inch rebar with cap set at a distance of 229.95 feet.

3.   thence North 83 degrees 35 minutes 57 seconds West along the centerline of said Grill Road a distance of 200.00 feet to a railroad spike found on the westerly line of land conveyed to said Rita A. Semonin;

4.   thence North 02 degrees 56 minutes 00 seconds East along the easterly line of said Rita A. Semonin a distance of 260.00 feet to the true point of beginning.

The above described tract of land contains 51904.80 square feet of 1.192 acres, of which 0.138 acres lie in the right of way of Grill Road as surveyed under the direction of Timothy J. Briggs, P.S. 7495, Campbell & Associates, Inc. of Cuyahoga Falls, Ohio in December of 2005.  Basis of bearings is South 02 degrees 56 minutes 00 seconds West, the easterly line of Rita M. Semonin, Tr. as recorded in Deed Volume 659, Page 318 of the Wayne County Recorder’s Office.  Subject to all easements and right of ways of public record or as otherwise legally established.

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Parcel No. 8

Harriott Road Substation

Situated in the Township of Millcreek, County of Union and State of Ohio and being more fully described as follows:

Being 3¼ acres off the west side of McKitrick’s land which lies immediately east of the Rettie Gordon tract of 8.50 acres in Millcreek Township, Union Co., Ohio, and part of V.M.S. #5477.  Said 3¼ acres shall be surveyed so as to produce 3 net acres from McKitrick’s land and ¼ acre now in the name of Thompson which was mistakenly not transferred from the Thompson estate to McKitrick’s chain of title and is now subject of a real estate tax foreclosure.  Said premises shall be surveyed by creating enough road frontage on County Road 18 as to produce 3¼  acres.  The east line of said 3¼ acres shall be parallel with the Rettie Gordon east line.  The north line of said 3¼ acres shall be a line that an extension eastward of the Rettie Gordon furthest north line approximately parallel to the road shall produce.  It is acknowledged that the parties hereto cannot determine if the Rettie Gordon east line is straight or if there is a jog therein, but in either case, said premises are more specifically described by new survey as follows:

Real estate situated in the State of Ohio, County of Union, Township of Millcreek, being a part of V.M.S. No. 5477, and bounded and described as follows:

Beginning at a point in the center of the Harriott Road (C.H. No. 18-A), said point bears with said road centerline North 88° 30’ West 1778.30 feet from the center of the Bell Road (C.H. No. 19-D), said point being the southeasterly corner of the Rettie Gordon 8.50 acre tract described in Union County Deed Record Volume 88, Page 591; thence with tree consecutive lines along said 8.50 acre tract North 8°33’ West (passing over an iron pin at 20 feet) 368.42 feet to an iron pin, North 80°16’ East 154.25 feet to an iron pin at a corner post, and North 6°24’ West 386.00 feet to an iron pin at a corner post; thence North 82°40’ East 107.94 feet to an iron pin; thence South 6°24’ East (passing over an iron pin at 779.43 feet) 799.43 to a point in the center of said Harriott Road; thence with the centerline of said road North 88°3’ West 250.49 feet to the point of beginning.

Containing 3.25 acres, more or less, but subject to the legal road right of way and to all other easements or record.

The above description prepared by J. Donald Hart, Registered Surveyor No. 3802, from an actual survey of the premises made February 19, 1977.  The above described tract contains the 1.25 acre tract described in Union County Deed Record Volume 243, Page 162, the 15 foot lane described in Volume 254, Page 119 and 120, and 1.70 acre out of the 85.65 acre tract described in Volume 243, Pages 162 and 163.

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Parcel No. 9

Lais Substation

Situated in the City of Norwalk, County of Huron and State of Ohio and being a part of Great Lot Number 9 and Number 10, Section 3, Township 4 North, Range 22 West, a tract of land bounded and described as follows:

Commencing at the southwest corner of Great Lot Number 10; thence along the west line of Great Lot Number 10 also being the centerline of State Route Number 250 (Milan Avenue), North 10 degrees 17 minutes 00 seconds East a distance of 134.00 feet; thence South 89’ degrees 14 minutes 49 seconds East a distance of 30.58 feet to an iron pin set on the easterly right of way line of State Route Number 250 (Milan Avenue) and being the Principal point of beginning of the tract of land to be herein described; thence from the above described Principal point of beginning and along the south line of 0.360 acre tract of land as described in Deed Volume 326, Page 435 of the Huron County Deed Records, South 89 degrees 14 minutes 49 seconds East a distance of 136.79 feet to a ½ in rebar found on the westerly right of way of the abandoned Wheeling and Lake Erie Railroad; thence along the westerly right of way line of the abandoned Wheeling and Lake Erie Railroad, also being the west line of a tract of land owned by the City of Norwalk, as described in Deed Volume 424, Page 152 of the Huron County Deed Records, South 06 degrees 00 minutes 13 seconds East a distance of 300.68 feet to a 5/8 inch rebar with cap stamped “Baker” found marking the northeast corner of a 1.575 acre tract of land as described in Deed Volume 417, Page 299 of the Huron County Deed Records; thence along the north line of said 1.1575 acre tract North 87 degrees 52 minutes 44 seconds West a distance of 205.16 feet to an iron pin set marking the southeast corner of a tract of land as deeded to the State of Ohio in Deed Volume 406, Page 681 of the Huron County Deed Records; thence along the easterly right of way line of State Route Number 250 (Milan Avenue) the following courses: North 17 degrees 52 minutes 41 seconds East a distance of 28.08 feet to an iron pin set; thence North 43 degrees 18 minutes 26 seconds East a distance of 23.85 feet to an iron pin set; thence South 79 degrees 43 minute 00 seconds East a distance of 27.00 feet to an iron pin set; thence North 10 degrees 17 minutes 00 seconds East a distance of 30.00 feet to an iron pin set; thence North 79 degrees 43 minutes 00 seconds West a distance of 29.00 feet to an iron pin set; thence North 23 degrees 24 minutes 24 seconds West a distance of 32.45 feet to an iron pin set; thence continuing along the easterly right of way line of State Route Number 250 (Milan Avenue), North 10 degrees 17 minutes 00 seconds East a distance of 143.00 feet to an iron pin set; thence  North 04 degrees 55 minutes 20 seconds West a distance of 48.98 feet to the Principal point of beginning and containing 1.0893 acres of land more or less, of which 0.6513 acre lies in Great Lot #9 and 0.4380 acre lies in Great Lot #10.

NOTE:  The bearings in this legal description are based upon an assumed meridian and are used only for the purpose of describing angular measurements, with the centerline of State Route Number 250 (Milan Avenue) bearing North 10 degrees 17 minutes 00 seconds East based on an actual field survey made by Nick E. Nigh, P.S. #7384 on May 6, 1998.  I.P. set equals ½” x 30” Rebar with Peterman Associates’ cap.

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Parcel No. 10

Legend Substation

Situated in the City of Massillon, County of Stark and State of Ohio:

Known as and being Lot No. 17174 in the City of Massillon, containing 0.875 acres, as shown on the Dedication and Replat of Part of Out Lots 560, 561 and 566 and recorded as Instrument No. 200609120056305 of the Stark County Official Records.

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Parcel No. 11

South Bass Island Substation

Situated in the Township of Put-in-Bay, County of Ottawa and State of Ohio, and known as being part of Original Lot No. 24, South of the County Road on the Island of South Bass, and bounded and described as follows:

Beginning at a railroad spike found on the centerline of Langram Road, 40 feet wide, at its intersection with the centerline of Put-in-Bay Road, 30 feet wide, which point is distant S. 38d 58’ 20” W., measured along said centerline 15.00 feet from Northeasterly line of said Original Lot No. 24;

Thence S. 38d 58’ 20” W., along the centerline of Langram Road, a distance of 799.27 feet;

Thence N. 53d 01’ 46” W., a distance of 129.31 feet;

Thence N. 55d 52’ 02” W., a distance of 99.46 feet;

Thence S. 41d 46’ 14” W., a distance of 230.11 feet;

Thence S. 44d 38’ 03” E., a distance of 7.51 feet;

Thence S. 44d 57’ 11” W., a distance of 10.00 feet to a 5/8” capped (Reitz Eng) iron pin set at the principal place of beginning;

Thence S. 44d 38’ 03” E., a distance of 115.89 feet to a 5/8” capped (Reitz Eng) iron pin set;

Thence S. 44d 57’ 11” W., a distance of 90.15 feet to a 5/8” capped (Retiz Eng) iron pin set;

Thence S. 44d 38’ 03” W., a distance of 115.89 feet t a 5/8” capped (Reitz Eng) iron pin set;

Thence N. 44d 57’ 11” E., a distance of 90.15 feet to the principal place of beginning, and containing 0.2398 acres (10,447 square feet) of land, according to a survey by The Henry G. Reitz Engineering Company, Stuart W. Sayler, Registered Surveyor No. S-8028, dated November, 2006, be the same more or less, but subject to all legal highways and easements of record.

TOGETHER WITH AN INGRESS-EGRESS EASEMENT AS DESCRIBED BELOW:

Situated in the Township of Put-in-Bay, County of Ottawa and State of Ohio, and known as being part of Original Lot No. 24, South of the County Road on the Island of South Bass, and bounded and described as follows:

Beginning at a railroad spike found on the centerline of Langram Road, 40 feet wide, at its intersection with the centerline of Put-in-Bay Road, 30 feet wide, which point is distant S. 38d 58’ 20” W., measured along said centerline 15.00 feet from Northeasterly line of said Original Lot No. 24;

Thence S. 38d 58’ 20” W., along the centerline of Langram Road, a distance of 836.14 feet;

Thence N. 47d 40’ 38” W., a distance of 20.03 feet to the Northwesterly line of Langram Road and the principal place of beginning;

Thence continuing N. 47d 40’ 38” W., a distance of 107.31 feet;

Thence N. 55d 52’ 02” W., a distance of 42.87 feet;

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Thence S. 82d 54’ 52” W., a distance of 52.31 feet;

Thence S. 41d 46’ 14” W., a distance of 185.06 feet;

Thence S. 44d 38’ 03” W., a distance of 18.09 feet;

Thence S. 44d 57’ 11” E., a distance of 10.00 feet;

Thence N. 44d 38’ 03” W., a distance of 7.51 feet;

Thence N. 41d 46’ 14” E., a distance of 230.11 feet;

Thence S. 55d 52’ 02” E., a distance of 99.46 feet;

Thence S. 53d 01’ 46” E. a distance of 109.30 feet to the Northwesterly line of Langram Road;

Thence S. 38d 58’ 20” W., along the Northwesterly line of Langram Road, a distance of 35.00 feet to the principal place of beginning, and containing 11,725 square feet of land, be the same more or less, but subject to all legal highways and easements of record.

All bearings are based on Langram Road having a bearing of N. 38d 58’ 20” E., and are used to denote angles only.

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Parcel No. 12

Strub Substation

Being situated in the State of Ohio, County of Erie, Perkins Township, Section No. 2,860 Acre Tract, Part of Lot No. 3 and being more definitely described as follows:

Commencing at a point, marking the intersection of the centerline of State Route 2 with the centerline of Galloway Road; Thence North 03°50’38” West along the centerline of Galloway Road, a distance of 161.03 feet to a point on the North line of State Route 2; Thence South 79°40’52” West along the North line of State Route 2, a distance of 201.03 feet to a point; Thence South 73°39’04” West continuing along said North line, a distance of 95.45 feet to a point; Thence South 78°24’46” West continuing along said North line, a distance of 536.84 feet to a point; Thence South 81°18’23” West continuing along said North line, a distance of 622.75 feet to a point; Thence North 03°08’16” West along the East line of a parcel owned by Park Place Enterprises II LTD. (RN 200210089), a distance of 20.09 feet to the point of beginning;

(1)       Thence North 03°08’16” West continuing along said East line, a distance of 80.38 feet to a point, marking the Southwest corner of a parcel owned by Billetter & Homan (BV 2 PG 599);

(2)     Thence North 81°18’23” East along the South line of said Billetter & Homan parcel, a distance of 175.00 feet to a point;

(3)     Thence South 03°08’16” East a distance of 80.38 feet to a point;

(4)     Thence South 81°18”23” West a distance of 175.00 feet to the point of beginning, containing 0.3214 acre, more or less, but being subject to all legal highways, easements and restrictions of record.

Reserving, however, unto the Grantor, its successors and assigns, an easement for ingress-egress, as set forth below:

Being situated in the State of Ohio, County of Erie, Perkins Township, Section No. 2, 860 Acre Tract, Part of Lot No. 3 and being more definitely described as follows:

Commencing at a point, marking the intersection of the centerline of State Route 2 with the centerline of Galloway Road; Thence North 03°50’38” West along the centerline of Galloway Road, a distance of 161.03 feet to a point on the North line of State Route 2; Thence South 79°40’52” West along the North line of State Route 2, a distance of 201.03 feet to a point; Thence South 73°39’04” West continuing along said North line, a distance of 95.45 feet to a point; Thence South 78°24’46” West continuing along said North line, a distance of 536.84 feet to a point; Thence South 81°18’23” West continuing along said North line, a distance of 622.75 feet to a point; Thence North 03°08’16” West along the East line of a parcel owned by Park Place Enterprises II LTD. (RN 200210089), a distance of 20.09 feet to the point of beginning;

(1) Thence North 03°08’16” West continuing along said East line, a distance of 15.07 feet to a point;

(2) Thence North 81°18’23” East a distance of 175.00 feet to a point;

(3) Thence South 03°08’16” East a distance of 15.07 feet to a point;

(4) Thence South 81°18’23” West a distance of 175.00 feet to the point of beginning, containing 2637 square feet, more or less.

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Parcel No. 13

Washingtonville Substation

Situated in the County of Mahoning, State of Ohio, and Township of Green and known as being lot No. 2 of the newly renamed Doreen J. Dunn plat No. 2 recorded in book 115, page 169 of Mahoning County records of plats.

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Parcel No. 14

Wolf Creek Substation

Situated in the Township of Sharon, County of Medina and State of Ohio: and known as being a part of lots 6 and 15 in said Township, and bounded and described as follows:

Beginning at the Southwest corner of lot 6; thence North in the center line of Ridge Rd., S.R. 94, a distance of 255.45 feet; thence N. 89°17’ E. a distance of 459.0 feet; thence South a distance of 284.75 feet; thence S. 89°17’ W, a distance of 459.0 feet to the center of Ridge Rd. S.R. 94; thence North in said road a distance of 29.3 feet to the place of beginning, and containing within said boundaries 3.00 acres of land, there being 2.69 acres in lot 6, and .31 of an acre in lot 15, as surveyed by F. G. Randall, Registered Surveyor No. 578, be the same more or less, but subject to all legal highways.

Except restrictions, conditions and easements of record, and zoning ordinances.

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Parcel No. 15

Poe Substation

Situated in the Township of Montville, County of Medina, and State of Ohio and being part of Original Lot 61 of said Township and further known as being part of a tract of land conveyed on April 3, 1985 to William G. Vance and Edith E. Vance by Official Record 245, Page 916 of the Medina County Recorder’s Office, described as follows:

Beginning at a ¼ inch bar found 4 inches deep at the centerline intersection of Poe Road, C.H. 71, a 60 foot public right of way, with Wadsworth Road, formerly State Highway 321 now S.R. 57, a variable width public right of way; thence North 00 degrees 53 minutes 41 seconds East along the original centerline tangent of State Route 57 a distance of 817.00 feet to a point; thence North 16 degrees 13 minutes 19 seconds West continuing along the original centerline tangent of said State Route 57 a distance of 330.14 feet to a point; thence North 27 degrees 58 minutes 57 seconds West continuing along the original centerline tangent of said State Route 57 a distance of 258.78 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.,” set 160.00 feet left of centerline Station 805+11.87 of Interstate Route 71 as recorded in Plat Book 7, Page 99 as Med-S.R.1, of the Medina County Recorder’s Office and the true point of beginning;

Thence North 27 degrees 58 minutes 57 seconds West continuing along the original centerline tangent of said State Route 57 a distance of 19.73 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set;

Thence North 35 degrees 02 minutes 54 seconds West continuing along the original centerline tangent of said State Route 57 a distance of 500.26 feet to a 2 inch mag nail set in asphalt;

Thence North 53 degrees 46 minutes 28 seconds East a distance of 130.00 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set, passing through 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set at a distance of 54.61 feet;

Thence South 35 degrees 02 minutes 54 seconds East a distance of 230.66 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set;

Thence North 53 degrees 46 minutes 28 seconds East a distance of 85.85 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set;

Thence North 25 degrees 09 minutes 05 seconds East a distance of 181.16 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set;

Thence South 64 degrees 50 minutes 55 seconds East a distance of 175.00 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set on the westerly limited access right of way of said Interstate Route 71, being 182.86 feet left of Sta. 810+28.61 of centerline of said Interstate Route 71;

Thence South 25 degrees 09 minutes 05 seconds West along said westerly limited access right of way line a distance of 229.75 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set 160.00 feet left of centerline Station 808+00 of said Interstate Route 71;

Thence South 30 degrees 51 minutes 43 seconds West along the westerly limited access right of way line of said Interstate Route 71 a distance of 288.13 feet to the true point of beginning.

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The above described tract of land contains an area of 122,586.9 square feet or 2,8142 acres as surveyed under the direction of Timothy J. Briggs, P.S. 7495, Campbell & Associates, Inc. of Cuyahoga Falls, Ohio in September of 2004.  Basis of bearings is Grid North, Ohio State Plane Coordinate System, North Zone, Nad 83.  Subject to all easements and right of ways of public record or as otherwise legally established.  Of the total acreage 0.7933 acres lie in the right of way of State Route 57.

The Grantors specifically reserve for themselves a portion of the Poe Substation property described below:

Situated in the Township of Montville, County of Medina, and State of Ohio and being part of Original Lot 61 and part of Original Lot 52 of said Township and further known as being part of a tract of land now or formerly conveyed April 3, 1985 to William G. Vance and Edith E. Vance by Official Record 245, Page 916, of the Medina County Recorder’s Records, described as follows:

Beginning at a ¼ inch bar found 4 inches deep at the centerline intersection of Poe Road, C.H. 71 a 60 foot public right of way, with Wadsworth Road, formerly State Highway 321 now state Route 57, a variable width public right of way; thence North 00 degrees 53 minutes 41 seconds East along the original centerline tangent of State Route 57 a distance of 817.00 feet to a point; thence North 16 degrees 13 minutes 19 seconds West continuing along the original centerline tangent of said State Route 57 a distance of 330.14 feet to a point; thence North 27 degrees 58 minutes 57 seconds West continuing along the original centerline tangent of said State Route 57 a distance of 258.78 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set 160.00 feet left of Station 805+11.87 of Interstate Route 71 stationing as recorded in Plat Book 7, Page 99 as Med – S.R.I of the Medina County Recorder’s Office; thence North 27 degrees 58 minutes 57 seconds West continuing along the original centerline tangent of said State Route 57, a distance of 19.73 feet to a 5/8 inch rebar 30 inches long with yellow plastic cap marked “Campbell & Assoc., Inc.” set; thence North 35 degrees 02 minutes 54 seconds West continuing along the original centerline tangent of said State Route 57 a distance of 437.38 feet to the true point of beginning;

Thence continuing North 35 degrees 02 minutes 54 seconds West continuing along the original centerline tangent of said State Route 57, and the westerly line of a 2.8142 acre parcel a distance of 20.03 feet to a point;

Thence North 51 degrees 44 minutes 36 seconds East a distance of 130.18 feet to a point on a northeasterly line of said 2.8142 parcel;

Thence South 35 degrees 02 minutes 54 seconds East along the northeasterly line of said 2.8142 acre parcel a distance of 20.03 feet to appoint;

Thence South 51 degrees 44 minutes 36 seconds West a distance of 130.18 feet to the true point of beginning;

The above described tract of land contains an area of 2603.5 square feet or 0.0597 acres as surveyed under the direction of Timothy J. Briggs, P.S. 7495, Campbell & Assoc., Inc. of Cuyahoga Falls, Ohio in September of 2004.  Basis of bearings is Grid North, Ohio State Plane Coordinate System, North Zone, Nad 83.  Subject to all easements and right of ways of public record or as otherwise legally established.

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Parcel No. 16

Sawburg Substation

Situated in the City of Alliance, County of Stark, and State of Ohio, and being part of Lot 11181 of said City of Alliance, and further known as being a tract of land conveyed to Donald J. McDaniel and James A. Tanner by Instruction 97005344 of the Stark County Deed Records, and further known as being formerly part of Hart Street, a 40 foot public right of way, described as follows:

Beginning at a 1-1/4 inch pipe found at the northeasterly corner of Alliance City Lot No. 10741, the true point of beginning;

1.   thence North 89 degrees 30 minutes 32 seconds West along the southerly line of said former Hart Street and the northerly line of said Alliance City Lot No. 10741 a distance of 199.88 feet to a 5/8 inch rebar with cap set on the easterly line of Klinger Avenue, a 50 foot public right of way;

2.   thence North 00 degrees 00 minutes 49 seconds West along the easterly line of said Klinger Avenue a distance of 40.00 feet to a 5/8 inch rebar with cap set;

3.   thence South 89 degrees 30 minutes 32 seconds East along the northerly line of former Hart Street a distance of 230.82 feet to 5/8 inch rebar with cap set;

4.   thence South 00 degrees 09 minutes 44 seconds West a distance of 40.00 feet to a point on the southerly line of said Hart Street, passing through a ¾ inch pinch pipe found at a distance of 39.90 feet;

5.   thence North 89 degrees 30 minutes 32 seconds West along the southerly line of said Hart Street and the northerly line of part of City Out No. 330 a distance of 30.81 feet to the point of beginning.

The above described tract of land contains an area of 9230.21 square feet or 0.212 acres as surveyed under the direction of Timothy J. Briggs, P.S. 7495, Campbell & Associates, Inc. of Canton and Cuyahoga Falls, Ohio in September of 2005.  Basis of bearings is due North, the easterly line of City Lots 10746, 10745, 10744, 10743, 10742 and 10741 per Instrument No. 97005344 of the Stark County Recorder’s office.  Subject to all easements and right of ways of public record or as otherwise legally established. 5/8 inch rebar to be set as called for upon approval.

Subject to Non-Development Oil & Gas Lease to Everflow Eastern, Inc., recorded in Volume 648, Page 889, of the Stark County Records.

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Parcel No. 17

South Avenue Service Building (additional land)

(a/k/a Youngstown Service Building)

PARCEL 1:

Situated in the City of Youngstown, County of Mahoning and State of Ohio:

And known as being Youngstown City Lot No. 6493 formerly part of Sub Lot No. 5 in Pyatt Williamson’s Addition to Youngstown, as shown by the recorded plat of subdivision in Volume 1 of Maps page 191 Mahoning County Records.

Said Youngstown City Lot No. 6493 has a frontage of 36.5 feet on northerly line of Pyatt Street and extends back between parallel lines 145.2 feet on easterly line, 145.2 feet on westerly line and has a rear line of 36.5 feet as appears by said plat.

Subject to a certain perpetual easement and right of way for public highway and road purposes as described in Easement Record Book 9, Page 585 Mahoning County Records, be the same more or less but subject to all legal highways.

Permanent Parcel Number: 53-047-0-652.00

PARCEL 2:

Situated in the City of Youngstown, County of Mahoning and State of Ohio:

And known as being City Lot No. 6492 and being east part of Lot No. 5 as shown in Pyatt Williamson’s Plat of Lots surveyed October 19, 1869 and recorded in Mahoning County Records of Plats, Volume 1 Page 191.  Said Lot No. 6492 hereby conveyed is bounded as beginning at a point in north line of Pyatt Street and west line of City Lot No. 6491; thence north along said west line of City Lot No. 6491 145.24 feet to south line of Outlot No. 341; thence west along said line, 36.43 feet to east line of City Lot No. 6493; thence south along said line, 145.24 feet to north line of Pyatt Street; thence east along said line, 36.43 feet to point of beginning, be same more or less but subject to all legal highways.

Permanent Parcel Number : 53-047-0-653.00

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Parcel No. 18

Old Forge Road Substation

Situated in the Township of Brimfield, County of Portage and State of Ohio, and being part of Original Lot No. 56, and further known as being part of a parcel land conveyed to Ronald E. Teck by Document No. 200210977 of the Portage County Recorder’s Records, described as follows:

Beginning at a ¾ inch bar bound at the northwesterly corner of said Original Lot No. 56; thence South 89 degrees 59 minutes 46 seconds East along the northerly line of said Lot No. 56 and the centerline of Old Forge Road, C.H. 82-A, a 60 foot public right of way, a distance of 1276.38 feet to the true point of beginning, witnessed by a 5/8 inch rebar with cap set South 00 degrees 00 minutes 14 seconds West at a distance of 30.00 feet;

Thence continuing South 89 degrees 59 minutes 46 seconds East along the centerline of said Old Forge Road a distance of 150.00 feet to a point witnessed by a 5/8 inch rebar with cap set South 00 degrees 00 minutes 14 seconds West at a distance of 30.00;

Thence South 00 degrees 00 minutes 14 seconds West a distance of 210.00 feet to a 5/8 inch rebar with cap set, passing through said 5/8 inch rebar with cap set at a distance of 30.00 feet;

Thence North 89 degrees 59 minutes 40 seconds West a distance of 150.00 feet to a 5/8 inch rebar with cap set;

Thence North 00 degrees 00 minutes 14 seconds East a distance of 210.00 feet to the true point of beginning passing through said 5/8 inch rebar with cap set at a distance of 180.00 feet;

The above described tract of land contains an area of 31500 square feet or 0.723 acres of which 0.103 acres lies in the public right of way as surveyed under the direction of Timothy J. Briggs, PS 7495, Campbell & Associates, Inc. of Cuyahoga Falls, Ohio in January of 2007.  Basis of bearings is Ohio State Plane Coordinate System NAD 83(1986), 5/8 inch rebar with yellow plastic cap set at corners unless noted.  Subject to all easements and right of ways of public record or as otherwise legally established.

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EX-5.1

EXHIBIT 5.1

October 20, 2008

Ohio Edison Company

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio  44308

Re:           Ohio Edison Company, Registration Statement on Form S-3

 (Registration No. 333-153608-06)

Ladies and Gentlemen:

I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation (“FirstEnergy”).  This opinion is furnished to you in connection with the registration, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by Ohio Edison Company, an Ohio corporation and wholly owned subsidiary of FirstEnergy (the “Company”), of $275,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2038 and $25,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 8.25% Series of 2008 due 2018 (collectively, the “Bonds”) issued under a General Mortgage Indenture and Deed of Trust, dated as of January 1, 1998, from the Company to The Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the “Trustee”), as heretofore amended and supplemented including by the Fourteenth Supplemental Indenture thereto dated as of October 1, 2008 (as so amended and supplemented, the “Mortgage”) and sold pursuant to the terms of separate Underwriting Agreements, dated October 15, 2008 and October 16, 2008, respectively, in each case among Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Scotia Capital (USA) Inc., as Representatives of the Underwriters listed on Schedule I thereto (collectively, the “Underwriters”) and Ohio Edison Company (collectively, the “Underwriting Agreements”).  This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, I or persons under my supervision or control have reviewed originals or copies, certified or otherwise identified to my satisfaction, of the Mortgage, the form of the Bonds, the Underwriting Agreements, the Company’s Amended Articles of Incorporation, the Company’s Amended and Restated Code of Regulations and the minutes of meetings of the Board of Directors of the Company authorizing the issuance and sale of the Bonds.  In addition, I or persons under my supervision or control have reviewed originals, or copies certified or otherwise identified to my satisfaction, of such other such other instruments, certificates, records, receipts and documents and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have reviewed such questions of law, as I have deemed necessary or appropriate for purposes of this opinion.  In such review, I have also relied upon a certificate of an officer of the Trustee as to the Trustee’s due authorization, execution and delivery of the Mortgage and the authentication of the Bonds and have assumed that, except for documents signed by officers of the Company, the signatures on all documents examined by me or persons under my supervision or control are genuine, which assumptions I have not independently verified.

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1.   Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that the Bonds have been validly issued and constitute valid and binding obligations of the Company.

My opinion is subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting mortgagees’ and other creditors’ rights and remedies generally and (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law).

I am a member of the bar of the State of Ohio, and this opinion is limited to the laws of the State of Ohio.

I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the applicable prospectus and prospectus supplements forming a part of the Registration Statement under the caption “Legal Matters”.  In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

Very truly yours,

/s/ Wendy E. Stark

Wendy E. Stark

Associate General Counsel

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