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EXHIBIT 4.7
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GUARANTEE AGREEMENT

Between

OHIO EDISON COMPANY
(as Guarantor)

and

THE BANK OF NEW YORK
(as Trustee)

dated as of

_____________ ___, 1995

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CROSS-REFERENCE TABLE*

Section of
Trust Indenture Act
of 1939, as amended Agreement
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310(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 4.01(a)
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 4.01(c),2.08
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(b)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.02(b)
313 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.03
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.04
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.05
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1.01,2.05,3.02
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 2.01,3.02
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 3.01(d)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.07
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 3.01
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 3.01(d)
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 5.04(a),2.06
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 5.03
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.02
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . Inapplicable
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.01(b)
318(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2.01
318(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 2.01(a)

__________

* This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms
or provisions.

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TABLE OF CONTENTS

Page
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ARTICLE I.

DEFINITIONS

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II.

TRUST INDENTURE ACT

SECTION 2.01. Trust Indenture Act; Application . . . . . . . . . . . . . . . . . . . 5
SECTION 2.02. Lists of Holders of Securities . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.03. Reports by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.04. Periodic Reports to Trustee . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.05. Evidence of Compliance with Conditions
Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.06. Events of Default; Waiver . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.07. Event of Default; Notice . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.08. Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III.

POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.01. Powers and Duties of the Trustee . . . . . . . . . . . . . . . . . . . 7
SECTION 3.02. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE IV.

TRUSTEE

SECTION 4.01. Trustee; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.02. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . 11
SECTION 4.03. Appointment, Removal and Resignation
of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

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ARTICLE V.

GUARANTEE

SECTION 5.01. Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.02. Waiver of Notice and Demand . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.03. Obligations Not Affected . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.04. Rights of Holders . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.05. Guarantee of Payment . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.06. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.07. Independent Obligations . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI.

SUBORDINATION

SECTION 6.01. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VII.

TERMINATION

SECTION 7.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VIII.

MISCELLANEOUS

SECTION 8.01. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8.02. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8.03. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8.04. Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 8.05. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

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GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of __________ __, 1995, is
executed and delivered by Ohio Edison Company, an Ohio corporation (the
"Guarantor"), and The Bank of New York, as trustee (the "Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Preferred
Securities (as defined herein) of Ohio Edison Financing Trust, a Delaware
statutory business trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Trust Agreement
(the "Trust Agreement"), dated as of [___________], 1995 among the Trustees of
the Issuer named therein, Ohio Edison Company, as Depositor, and the Holders
from time to time of undivided beneficial interests in the assets of the
Issuer, the Issuer is issuing as of the date hereof $[__________] aggregate
liquidation amount of its [____]% Trust Preferred Capital Securities, Series A
(the "Preferred Securities") representing undivided beneficial interests in the
assets of the Issuer and having the terms set forth in the Trust Agreement;

WHEREAS, the Preferred Securities will be issued by the Issuer
and the proceeds thereof will be used to purchase the Debentures (as defined in
the Trust Agreement) of the Guarantor as trust assets; and

WHEREAS, as incentive for the Holders to purchase the
Preferred Securities the Guarantor desires to irrevocably and unconditionally
agree, to the extent set forth herein, to pay to the Holders of the Preferred
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the payment for the
Preferred Securities by each Holder thereof, which payment the Guarantor hereby
agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders from time to time of the
Preferred Securities.

ARTICLE I.

DEFINITIONS

SECTION 1.01. Definitions. As used in this Guarantee
Agreement, the terms set forth below shall, unless the context otherwise
requires, have the following meanings. Capitalized or otherwise defined terms
used but not otherwise defined herein
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shall have the meanings assigned to such terms in the Trust Agreement as in
effect on the date hereof.

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

"Common Securities" means an undivided beneficial interest in
the assets of the Issuer, having a liquidation amount of $25 per Common
Security and having the rights provided therefor in the Trust Agreement.

"Event of Default" means a default by the Guarantor on any of
its payment obligations under this Guarantee Agreement.

"Guarantee Agreement" means this Guarantee Agreement as
originally executed or as it may from time to time be amended pursuant to the
applicable provisions hereof, including, for all purposes of this Guarantee
Agreement and any such amendment, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this Guarantee Agreement and any
such amendment.

"Guarantee Payments" shall mean the following payments or
distributions, without duplication, with respect to the Preferred Securities,
to the extent not paid or made by or on behalf of the Issuer: (i) any accrued
and unpaid Distributions that are required to be paid on such Preferred
Securities but if and only to the extent the Property Trustee has available in
the Payment Account funds sufficient to make such payment, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
(the "Redemption Price"), with respect to the Preferred Securities called for
redemption by the Issuer but if and only to the extent that the Property
Trustee has available in the Payment Account funds sufficient to make such
payment, (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Issuer (other than in connection with a redemption of all of
the Preferred Securities), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Preferred Securities to
the date of payment, to the extent the Issuer has funds legally available
therefor, and (b) the amount of assets of the Issuer remaining available for
distribution to Holders in liquidation of the Issuer (in either case, the
"Liquidation Distribution").

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"Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor or any Affiliate of the Guarantor.

"Indenture" means the Indenture dated as of [__________],
1995, among the Guarantor (the "Debenture Issuer") and The Bank of New York, as
trustee.

"Majority in liquidation amount of the Securities" means,
except as provided by the Trust Indenture Act, a vote by Holder(s) of Preferred
Securities, voting separately as a class, of more than 50% of the liquidation
amount of all Preferred Securities.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Comptroller, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Guarantee Agreement shall include:

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

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

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

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

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

"Responsible Officer" means, with respect to the Trustee, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer of the Corporate Trust Department
of the Trustee customarily performing functions similar to those performed by

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any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

"Successor Trustee" means a successor Trustee possessing the
qualifications to act as Trustee under Section 4.01.

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

"Trustee" means The Bank of New York until a Successor Trustee
has been appointed and has accepted such appointment pursuant to the terms of
this Guarantee Agreement and thereafter means each such Successor Trustee.

SECTION 1.02. Interpretation. In this Guarantee Agreement,
unless the context otherwise requires:

(a) Capitalized terms used in this Guarantee Agreement but
not defined in the preamble hereto have the respective meanings assigned to
them in Section 1.01;

(b) a term defined anywhere in this Guarantee Agreement has
the same meaning throughout;

(c) all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time;

(d) all references in this Guarantee Agreement to Articles
and Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

(e) a term defined in the Trust Indenture Act has the same
meaning when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice
versa; and

(g) the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders.

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ARTICLE II.

TRUST INDENTURE ACT

SECTION 2.01. Trust Indenture Act; Application.

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

(b) if and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Section 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

SECTION 2.02. Lists of Holders of Securities.

(a) The Guarantor shall furnish or cause to be furnished to
the Trustee (a) semiannually, not later than [February 15 and August 15] in
each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of the Preferred Securities ("List of
Holders") as of a date not more than 15 days prior to the delivery thereof, and
(b) at such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a List of Holders as of a
date not more than 15 days prior to the time such list is furnished; provided
that, the Guarantor shall not be obligated to provide such List of Holders at
any time the List of Holders does not differ from the most recent List of
Holders given to the Trustee by the Guarantor. The Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

(b) The Trustee shall comply with its obligations under
Section 311(a) of the Trust Indenture Act, subject to the provisions of 311(b)
of the Trust Indenture Act, and Section 312(b) of the Trust Indenture Act.

SECTION 2.03. Reports by the Trustee. Within 60 days after
July 31 of each year, commencing with July 31, 1996, the Trustee shall provide
to the Holders of the Preferred Securities such reports, if any, as are
required by Section 313(a) of the Trust Indenture Act in the form and in the
manner provided by Section 313 of the Trust Indenture Act. The Trustee shall
also comply with the requirements of Section 313(b), (c) and (d) of the Trust
Indenture Act.

SECTION 2.04. Periodic Reports to Trustee. The Guarantor
shall provide to the Trustee such documents, reports and information as
required by Section 314 (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

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SECTION 2.05. Evidence of Compliance with Conditions
Precedent. The Guarantor shall provide to the Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this
Guarantee Agreement (including any covenants compliance with which constitutes
a condition precedent) that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of
an Officers' Certificate.

SECTION 2.06. Events of Default; Waiver. The Holders of a
Majority in liquidation amount of Preferred Securities may, by vote, on behalf
of the Holders of all of the Preferred Securities, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Guarantee Agreement, but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

SECTION 2.07. Event of Default; Notice.

(a) The Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders of the Preferred Securities, notices of all Events of Default known to
the Trustee, unless such defaults have been cured before the giving of such
notice, provided that, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Preferred Securities.

(b) The Trustee shall not be deemed to have knowledge of any
Event of Default unless the Trustee shall have received written notice, or a
Responsible Officer charged with the administration of the Trust Agreement
shall have obtained written notice, of such Event of Default.

SECTION 2.08. Conflicting Interests. The Trust Agreement and
the Indenture shall be deemed to be specifically described in this Guarantee
Agreement for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

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ARTICLE III.

POWERS, DUTIES AND RIGHTS OF TRUSTEE

SECTION 3.01. Powers and Duties of the Trustee.

(a) This Guarantee Agreement shall be held by the Trustee for
the benefit of the Holders from time to time of the Preferred Securities, and
the Trustee shall not transfer this Guarantee Agreement to any Person except a
Holder of Preferred Securities exercising his or her rights pursuant to Section
5.04(d) or to a Successor Trustee on acceptance by such Successor Trustee of
its appointment to act as Successor Trustee. The right, title and interest of
the Trustee shall automatically vest in any Successor Trustee, and such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Trustee.

(b) If an Event of Default has occurred and is continuing,
the Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders of the Preferred Securities.

(c) The Trustee, prior to the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants or obligations shall be read
into this Guarantee Agreement against the Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.06), the
Trustee shall exercise such of the rights and powers vested in it by this
Guarantee Agreement, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default
and after the curing or waiving of all such Events of Default that may
have occurred:

(A) the duties and obligations of the
Trustee shall be determined solely by the express provisions
of this Guarantee Agreement, and the Trustee shall not be
liable except for the performance of such duties and
obligations as are specifically set forth in this Guarantee
Agreement; and

(B) in the absence of bad faith on the part
of the Trustee, the Trustee may conclusively rely, as

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the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Guarantee Agreement; but in the case of
any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the
requirements of this Guarantee Agreement;

(ii) the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;

(iii) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a Majority in
liquidation amount of the Preferred Securities relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Guarantee Agreement; and

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

SECTION 3.02. Certain Rights of Trustee.

(a) Subject to the provisions of Section 3.01:

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

(ii) any direction or act of the Guarantor
contemplated by this Guarantee Agreement shall be sufficiently
evidenced by an Officers' Certificate;

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

(iv) the Trustee may consult with counsel of its
choice, and the written advice or opinion of such counsel with respect
to legal matters shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion;
such counsel may be counsel to the Guarantor or any of its Affiliates
and may include any of its employees; the Trustee shall have the right
at any time to seek instructions concerning the administration of this
Guarantee Agreement from any court of competent jurisdiction;

(v) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee
Agreement at the request or direction of any Holder, unless such
Holder shall have provided to the Trustee such adequate security and
indemnity as would satisfy a reasonable person in the position of the
Trustee, against the costs, expenses (including attorneys' fees and
expenses) and liabilities that might be incurred by it in complying
with such request or direction, including such reasonable advances as
may be requested by the Trustee;

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

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

(viii) whenever in the administration of this
Guarantee Agreement the Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Trustee (A) may request instructions
from the Holders of the Preferred Securities, (B) may refrain from
enforcing such remedy or

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right or taking such other action until such instructions are
received, and (C) shall be protected in acting in accordance with such
instructions; and

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

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

ARTICLE IV.

TRUSTEE

SECTION 4.01. Trustee; Eligibility.

(a) There shall at all times be a Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation organized and doing business
under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or
Person permitted by the Securities and Exchange Commission to act as
an institutional trustee under the Trust Indenture Act, authorized
under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million U.S. dollars ($50,000,000),
its Corporate Trust Office in New York, New York, and subject to
supervision or examination by Federal, State, Territorial or District
of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of
the supervising or examining authority referred to above, then, for
the purposes of this Section 4.01(a)(ii), the combined capital and
surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.

(b) If at any time the Trustee shall cease to be eligible to
so act under Section 4.01(a), the Trustee shall immediately resign in the
manner and with the effect set out in Section 4.03(c).

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(c) If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and Guarantor shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

SECTION 4.02. Compensation and Reimbursement.

The Guarantor agrees:

(a) to pay the Trustee from time to time such reasonable
compensation as the Guarantor and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust);

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

(c) to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless from and against, any and all loss,
damage, claim, liability or expense, including taxes (other than taxes based
upon the income of the Trustee) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance of the administration
of this trust, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any its
powers or duties hereunder.

As security for the performance of the obligations of the
Guarantor under this Section, the Trustee shall have a lien prior to the
Securities upon all the property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, and premium
(if any) or interest on, particular Securities.

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

SECTION 4.03. Appointment, Removal and Resignation of Trustee.

(a) Subject to Section 4.03(b), the Trustee may be appointed
or removed without cause at any time by the Guarantor.

(b) The Trustee shall not be removed until a Successor
Trustee has been appointed and has accepted such appointment by

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written instrument executed by such Successor Trustee and delivered to the
Guarantor.

(c) The Trustee appointed to office shall hold office until a
Successor Trustee shall have been appointed or until its removal or
resignation. The Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Trustee and
delivered to the Guarantor, which resignation shall not take effect until a
Successor Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Trustee and delivered to the
Guarantor and the resigning Trustee.

(d) If no Successor Trustee shall have been appointed and
accepted appointment as provided in this Section 4.03 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Trustee may petition any court of competent jurisdiction for appointment of a
Successor Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Trustee.

(e) The Guarantor shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 8.03 hereof. Each notice shall
include the name of the successor Trustee and the address of its Corporate
Trust Office.

ARTICLE V.

GUARANTEE

SECTION 5.01. Guarantee. The Guarantor irrevocably and
unconditionally agrees to pay in full to the Holders the Guarantee Payments
(without duplication of amounts theretofore paid by the Issuer), as and when
due, regardless of any defense (other than the defense of payment), right of
set-off or counterclaim which the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of
the required amounts by the Guarantor to the Holders or by causing the Issuer
to pay such amounts to the Holders.

SECTION 5.02. Waiver of Notice and Demand. The Guarantor
hereby waives notice of acceptance of this Guarantee Agreement and of any
liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Issuer or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.

SECTION 5.03. Obligations Not Affected. The obligation of
the Guarantor to make the Guarantee Payments under this Guarantee Agreement
shall in no way be affected or impaired by reason of the happening from time to
time of any of the following:

(a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Issuer of any

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express or implied agreement, covenant, term or condition relating to the
Preferred Securities to be performed or observed by the Issuer;

(b) the extension of time for the payment by the Issuer of
all or any portion of the Distributions, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Preferred Securities (other
than an extension of time for payment of Distributions, Redemption Price,
Liquidation Distribution or other sum payable that results from the extension
of any interest payment period on the Debentures permitted by the Indenture);

(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of, or other similar proceedings affecting, the Issuer or
any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, the
Preferred Securities;

(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.03 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.04. Rights of Holders. The Guarantor expressly
acknowledges that: (a) this Guarantee Agreement will be deposited with the
Trustee to be held for the benefit of the Holders of the Preferred Securities;
(b) the Trustee has the right to enforce this Guarantee Agreement on behalf of
the Holders of the Preferred Securities; (c) the Holders of a Majority in
liquidation amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee in respect of

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this Guarantee Agreement or exercising any trust or power conferred upon the
Trustee under this Guarantee Agreement; and (d) if the Trustee fails to enforce
this Guarantee Agreement as above provided, any Holder of the Preferred
Securities may institute a legal proceeding directly against the Guarantor to
enforce the Trustee's rights under this Guarantee Agreement, without first
instituting a legal proceeding against the Issuer, the Trustee or any other
person or entity.

SECTION 5.05. Guarantee of Payment. This Guarantee Agreement
creates a guarantee of payment and not of collection. This Guarantee Agreement
will not be discharged except by payment of the Guarantee Payments in full
(without duplication).

SECTION 5.06. Subrogation. The Guarantor shall be subrogated
to all (if any) rights of the Holders of Preferred Securities against the
Issuer in respect of any amounts paid to the Holders by the Guarantor under
this Guarantee Agreement; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or
any indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Guarantee Agreement, if, at the time of any such payment,
any amounts of Guarantee Payments are due and unpaid under this Guarantee
Agreement. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

SECTION 5.07. Independent Obligations. The Guarantor
acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Preferred Securities and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.03 hereof.

ARTICLE VI.

SUBORDINATION

SECTION 6.01. Subordination. This Guarantee Agreement will
constitute an unsecured obligation of the Guarantor and will rank (a)
subordinate and junior in right of payment to all other liabilities of the
Guarantor, including the Debentures, except those made pari passu or
subordinate by their terms, (b) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Guarantor and with any
guarantee now or hereafter entered into by the Guarantor in respect of any
preferred or preference stock of any Affiliate of the Guarantor, and (c) senior
to all common stock of the Guarantor.

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ARTICLE VII.

TERMINATION

SECTION 7.01. Termination. This Guarantee Agreement shall
terminate and be of no further force and effect upon: (a) full payment of the
Redemption Price of all Preferred Securities, (b) the distribution of
Debentures to Holders of Preferred Securities in exchange for all of the
Preferred Securities or (c) upon full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any sums paid with respect to Preferred Securities or
under this Guarantee Agreement.

ARTICLE VIII.

MISCELLANEOUS

SECTION 8.01. Successors and Assigns. All guarantees and
agreements contained in this Guarantee Agreement shall bind the successors,
assigns, receivers, trustees and representatives of the Guarantor and shall
inure to the benefit of the Holders of the Preferred Securities then
outstanding. Except in connection with a consolidation, merger or sale
involving the Guarantor that is permitted under Article VIII of the Indenture,
the Guarantor shall not assign its obligations hereunder.

SECTION 8.02. Amendments. Except with respect to any changes
which do not adversely affect the rights of Holders (in which case no consent
of Holders will be required), this Guarantee Agreement may only be amended with
the prior approval of the Holders of not less than 66 2/3% in liquidation
amount of all the outstanding Preferred Securities. The provisions of Article
VI of the Trust Agreement concerning meetings of Holders shall apply to the
giving of such approval.

SECTION 8.03. Notices. Any notice, request or other
communication required or permitted to be given hereunder shall be in writing,
duly signed by the party giving such notice, and delivered, telecopied or
mailed by first class mail as follows:

(a) if given to the Guarantor, to the address set forth
below or such other address as the Guarantor may give notice of to the Holders
of the Preferred Securities:

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Ohio Edison Company
76 South Main Street
Akron, Ohio
Attention: Treasurer
Facsimile no. (216) 384-3772.

(b) if given to the Issuer, in care of the Trustee, at the
Issuer's (and the Trustee's) address set forth below or such other address as
the Trustee on behalf of the Issuer may give notice to the Holders of the
Preferred Securities:

Ohio Edison Financing Trust
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Facsimile No.: (212) 815-5915.
Attention: Corporate Trust Department

with copy to:

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Facsimile No: (212) 815-5915.
Attention: Corporate Trust Department

All notices hereunder shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 8.04. Benefit. This Guarantee Agreement is solely
for the benefit of the Holders of the Preferred Securities and, subject to
Section 3.01(a), is not separately transferable from the Preferred Securities.

SECTION 8.05. Governing Law. THIS GUARANTEE AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

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This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

THIS GUARANTEE AGREEMENT is executed as of the day and year
first above written.

OHIO EDISON COMPANY

By:___________________________
Name:
Title:

THE BANK OF NEW YORK,
as Trustee

By:___________________________
Name:
Title:

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