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EXHIBIT 4.2
TRUST AGREEMENT, dated as of August 8, 1995, among (i) Ohio
Edison Company, an Ohio corporation (the "Depositor" or "Ohio Edison"), (ii)
The Bank of New York, a banking corporation duly organized and existing under
the laws of New York, as trustee (the "Property Trustee"), (iii) The Bank of
New York (Delaware), a banking corporation duly organized under the laws of
Delaware, as Delaware trustee (the "Delaware Trustee"), and (iv) R. H. Marsh,
an individual, and T. F. Struck II, an individual, each of whose address is c/o
Ohio Edison Company, 76 South Main Street, Akron, Ohio 44308, as trustees (each
an "Administrative Trustee" and together the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"). The Depositor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "Ohio Edison
Financing Trust", in which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt
of such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Depositor. It is the intention of the parties
hereto that the Trust created hereby constitutes a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (the
"Business Trust Act"), and that this document constitutes the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
the form attached hereto.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and substantially
in the form included as Exhibit 4.2 to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities referred to
therein. Prior to the execution and delivery of such amended and restated
Trust Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect of the trust estate, except as otherwise required by applicable
law or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the Depositor of the Trust, (i) to file with the Securities
and Exchange Commission (the "Commission") and execute, in each case on behalf
of the Trust, (a) the Registration Statement on Form S-3 (File Nos.
33-[__________]
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33-[__________]) (the "1933 Act Registration Statement") and any pre-effective
or post-effective amendments to such Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust, and (b) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Preferred Securities to be listed
on the New York Stock Exchange; (iii) to file and execute on behalf of the
Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable and (iv) to execute on
behalf of the Trust that certain Underwriting Agreement among the Trust, the
Depositor and the underwriters named therein, substantially in the form
included as Exhibit 1.1 of the 1933 Act Registration Statement. In the event
that any filing referred to in clauses (i)-(iii) above is required by the rules
and regulations of the Commission, the New York Stock Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, R. H. MARSH and T. F. STRUCK II, in their capacities as
Administrative Trustees of the Trust, are hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and all of
the foregoing, it being understood that The Bank of New York and The Bank of
New York (Delaware), in their capacities as Property Trustee and Delaware
Trustee of the Trust, respectively, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the New York Stock Exchange or
state securities or blue sky laws. In connection with all of the foregoing,
the Depositor and each Trustee, solely in its capacity as Trustee of the Trust,
hereby constitutes and appoints John H. Byington, Jr. and Michael F. Cusick,
and each of them, as his, her or its, as the case may be, true and lawful
attorneys-in-fact, and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustee's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as the Depositor or such Trustee might or could do in
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person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, shall
do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that the number of
Trustees shall in no event be less than four (4); and provided, further that to
the extent required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware. Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any Trustee at any time. The Trustees may resign upon
thirty days prior notice to the Depositor.
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
OHIO EDISON COMPANY,
as Depositor
By: /s/ T. F. Struck II
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Name: T. F. Struck II
Title: Assistant Treasurer
THE BANK OF NEW YORK, not in its
individual capacity but
solely as Property Trustee
By: /s/ Lucille Firrincieli
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Name: Lucille Firrincieli
Title: Assistant Vice President
THE BANK OF NEW YORK (DELAWARE), not in
its individual capacity but
solely as Delaware Trustee
By: /s/ Joseph F. Leary
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Name: Joseph F. Leary
Title: Vice President
/s/ R. H. Marsh
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R. H. MARSH,
not in his individual capacity
but solely as Administrative
Trustee
/s/ T. F. Struck II
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T. F. STRUCK II,
not in his individual
capacity but solely as
Administrative Trustee
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