<PAGE>   1
                                                                   EXHIBIT 4-204


                           THE DETROIT EDISON COMPANY
                              (2000 Second Avenue,
                            Detroit, Michigan 48226)

                                       TO
                             BANKERS TRUST COMPANY
                              (Four Albany Street,
                           New York, New York 10015)

                                                  AS TRUSTEE

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

                                   INDENTURE
                           Dated as of August 1, 1999

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

                   SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
                          DATED AS OF OCTOBER 1, 1924

                                 PROVIDING FOR

                   (A) GENERAL AND REFUNDING MORTGAGE BONDS,
                       1999 SERIES AP, DUE SEPTEMBER 1, 2029,

                   (B) GENERAL AND REFUNDING MORTGAGE BONDS,
                       1999 SERIES BP, DUE SEPTEMBER 1, 2029,

                   (C) GENERAL AND REFUNDING MORTGAGE BONDS,
                       1999 SERIES CP, DUE SEPTEMBER 1, 2029,

                                      AND

                         (D) RECORDING AND FILING DATA
<PAGE>   2
                                        i

                               TABLE OF CONTENTS*

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

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PARTIES.....................................................    1
RECITALS
  Original Indenture and Supplementals......................    1
  Issue of Bonds under Indenture............................    1
  Bonds heretofore issued...................................    1
  Reason for creation of new series.........................    5
  Bonds to be 1999 Series AP, 1999 Series BP and 1999 Series
     CP.....................................................    5
  Further Assurance.........................................    5
  Authorization of Supplemental Indenture...................    5
  Consideration for Supplemental Indenture..................    6
                                    PART I.
                      CREATION OF THREE HUNDRED TWENTIETH
                                SERIES OF BONDS
                     GENERAL AND REFUNDING MORTGAGE BONDS,
                                 1999 SERIES AP
Sec. 1. Certain terms of Bonds of 1999 Series AP............    6
Sec. 2. Redemption of Bonds of 1999 Series AP...............    7
Sec. 3.Redemption of Bonds of 1999 Series AP in event of
       acceleration of Strategic Fund Revenue Bonds.........    8
Sec. 4. Form of Bonds of 1999 Series AP.....................    8
        Form of Trustee's Certificate.......................   13
                                    PART II.
                     CREATION OF THREE HUNDRED TWENTY-FIRST
                                SERIES OF BONDS
                     GENERAL AND REFUNDING MORTGAGE BONDS,
                                 1999 SERIES BP
Sec. 1. Certain terms of Bonds of 1999 Series BP............   13
Sec. 2. Redemption of Bonds of 1999 Series BP...............   15
Sec. 3.Redemption and/or Revocation of Bonds of 1999 Series
       BP in event of acceleration of Strategic Fund Revenue
       Bonds................................................   15
Sec. 4. Form of Bonds of 1999 Series BP.....................   16
        Form of Trustee's Certificate.......................   21
                                   PART III.
                    CREATION OF THREE HUNDRED TWENTY-SECOND
                                SERIES OF BONDS
                     GENERAL AND REFUNDING MORTGAGE BONDS,
                                 1999 SERIES CP
Sec. 1. Certain terms of Bonds of 1999 Series CP............   21
Sec. 2. Redemption of Bonds of 1999 Series CP...............   23
Sec. 3.Redemption and/or Revocation of Bonds of 1999 Series
       CP in event of acceleration of Strategic Fund Revenue
       Bonds................................................   23
Sec. 4. Form of Bonds of 1999 Series CP.....................   24
        Form of Trustee's Certificate.......................   28
                                    PART IV.
                           RECORDING AND FILING DATA
Recording and filing of Original Indenture..................   29
Recording and filing of Supplemental Indentures.............   29
Recording of Certificates of Provision for Payment..........   35
</TABLE>
<PAGE>   3
                                       ii

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
                                    PART V.
                                  THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee......   35
                                    PART VI.
                                 MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act.......   35
Execution in Counterparts...................................   35
Testimonium.................................................   36
Execution...................................................   36
Acknowledgement of execution by Company.....................   36
Acknowledgement of execution by Trustee.....................   37
Affidavit as to consideration and good faith................   38
</TABLE>

------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
  any of the terms or provisions of this Indenture.
<PAGE>   4
                                        1

PARTIES.           SUPPLEMENTAL INDENTURE, dated as of the first day of August,
                 in the year one thousand nine hundred and ninety-nine, between
                 THE DETROIT EDISON COMPANY, a corporation organized and
                 existing under the laws of the State of Michigan and a
                 transmitting utility (hereinafter called the "Company"), party
                 of the first part, and BANKERS TRUST COMPANY, a corporation
                 organized and existing under the laws of the State of New York,
                 having its corporate trust office at Four Albany Street, in the
                 Borough of Manhattan, The City and State of New York, as
                 Trustee under the Mortgage and Deed of Trust hereinafter
                 mentioned (hereinafter called the "Trustee"), party of the
                 second part.

ORIGINAL
INDENTURE AND
SUPPLEMENTALS.     WHEREAS, the Company has heretofore executed and delivered
                 its Mortgage and Deed of Trust (hereinafter referred to as the
                 "Original Indenture"), dated as of October 1, 1924, to the
                 Trustee, for the security of all bonds of the Company
                 outstanding thereunder, and pursuant to the terms and
                 provisions of the Original Indenture, indentures dated as of,
                 respectively, June 1, 1925, August 1, 1927, February 1, 1931,
                 June 1, 1931, October 1, 1932, September 25, 1935, September 1,
                 1936, November 1, 1936, February 1, 1940, December 1, 1940,
                 September 1, 1947, March 1, 1950, November 15, 1951, January
                 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15,
                 1957, June 1, 1959, December 1, 1966, October 1, 1968, December
                 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971,
                 November 15, 1971, January 15, 1973, May 1, 1974, October 1,
                 1974, January 15, 1975, November 1, 1975, December 15, 1975,
                 February 1, 1976, June 15, 1976, July 15, 1976, February 15,
                 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1,
                 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1,
                 1979, September 1, 1979, September 15, 1979, January 1, 1980,
                 April 1, 1980, August 15, 1980, August 1, 1981, November 1,
                 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1,
                 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1,
                 1986, August 15, 1986, November 30, 1986, January 31, 1987,
                 April 1, 1987, August 15, 1987, November 30, 1987, June 15,
                 1989, July 15, 1989, December 1, 1989, February 15, 1990,
                 November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991,
                 September 1, 1991, November 1, 1991, January 15, 1992, February
                 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992,
                 November 30, 1992, December 15, 1992, January 1, 1993, March 1,
                 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31,
                 1993, June 30, 1993, June 30, 1993, September 15, 1993, March
                 1, 1994, June 15, 1994, August 15, 1994, December 1, 1994 and
                 August 1, 1995 supplemental to the Original Indenture, have
                 heretofore been entered into between the Company and the
                 Trustee (the Original Indenture and all indentures supplemental
                 thereto together being hereinafter sometimes referred to as the
                 "Indenture"); and

ISSUE OF BONDS
UNDER INDENTURE.   WHEREAS, the Indenture provides that said bonds shall be
                 issuable in one or more series, and makes provision that the
                 rates of interest and dates for the payment thereof, the date
                 of maturity or dates of maturity, if of serial maturity, the
                 terms and rates of optional redemption (if redeemable), the
                 forms of registered bonds without coupons of any series and any
                 other provisions and agreements in respect thereof, in the
                 Indenture provided and permitted, as the Board of Directors may
                 determine, may be expressed in a supplemental indenture to be
                 made by the Company to the Trustee thereunder; and

BONDS HERETOFORE
ISSUED.            WHEREAS, bonds in the principal amount of Eight billion, four
                 hundred forty-seven million seven hundred fifty-two thousand
                 dollars ($8,447,752,000) have heretofore been issued under the
                 indenture as follows, viz:

<TABLE>
                        <C>        <S>                              <C>  <C>               <C>
                              (1)  Bonds of Series A                --   Principal Amount  $26,016,000,
                              (2)  Bonds of Series B                --   Principal Amount  $23,000,000,
                              (3)  Bonds of Series C                --   Principal Amount  $20,000,000,
                              (4)  Bonds of Series D                --   Principal Amount  $50,000,000,
                              (5)  Bonds of Series E                --   Principal Amount  $15,000,000,
                              (6)  Bonds of Series F                --   Principal Amount  $49,000,000,
                              (7)  Bonds of Series G                --   Principal Amount  $35,000,000,
                              (8)  Bonds of Series H                --   Principal Amount  $50,000,000,
</TABLE>
<PAGE>   5
                                        2
<TABLE>
                        <C>        <S>                              <C>  <C>               <C>
                              (9)  Bonds of Series I                --   Principal Amount  $60,000,000,
                             (10)  Bonds of Series J                --   Principal Amount  $35,000,000,
                             (11)  Bonds of Series K                --   Principal Amount  $40,000,000,
                             (12)  Bonds of Series L                --   Principal Amount  $24,000,000,
                             (13)  Bonds of Series M                --   Principal Amount  $40,000,000,
                             (14)  Bonds of Series N                --   Principal Amount  $40,000,000,
                             (15)  Bonds of Series O                --   Principal Amount  $60,000,000,
                             (16)  Bonds of Series P                --   Principal Amount  $70,000,000,
                             (17)  Bonds of Series Q                --   Principal Amount  $40,000,000,
                             (18)  Bonds of Series W                --   Principal Amount  $50,000,000,
                             (19)  Bonds of Series AA               --   Principal Amount  $100,000,000,
                             (20)  Bonds of Series BB               --   Principal Amount  $50,000,000,
                             (21)  Bonds of Series CC               --   Principal Amount  $50,000,000,
                             (22)  Bonds of Series UU               --   Principal Amount  $100,000,000,
                          (23-31)  Bonds of Series DDP Nos. 1-9     --   Principal Amount  $14,305,000,
                          (32-45)  Bonds of Series FFR Nos. 1-14    --   Principal Amount  $45,600,000,
                          (46-67)  Bonds of Series GGP Nos. 1-22    --   Principal Amount  $42,300,000,
                             (68)  Bonds of Series HH               --   Principal Amount  $50,000,000,
                          (69-90)  Bonds of Series IIP Nos. 1-22    --   Principal Amount  $3,750,000,
                          (91-98)  Bonds of Series JJP Nos. 1-8     --   Principal Amount  $6,850,000,
                         (99-107)  Bonds of Series KKP Nos. 1-9     --   Principal Amount  $34,890,000,
                        (108-122)  Bonds of Series LLP Nos. 1-15    --   Principal Amount  $8,850,000,
                        (123-143)  Bonds of Series NNP Nos. 1-21    --   Principal Amount  $47,950,000,
                        (144-161)  Bonds of Series OOP Nos. 1-18    --   Principal Amount  $18,880,000,
                        (162-180)  Bonds of Series QQP Nos. 1-19    --   Principal Amount  $13,650,000,
                        (181-195)  Bonds of Series TTP Nos. 1-15    --   Principal Amount  $3,800,000,
                            (196)  Bonds of 1980 Series A           --   Principal Amount  $50,000,000,
                        (197-221)  Bonds of 1980 Series CP Nos.
                                   1-25                             --   Principal Amount  $35,000,000,
                        (222-232)  Bonds of 1980 Series DP Nos.
                                   1-11                             --   Principal Amount  $10,750,000,
                        (233-248)  Bonds of 1981 Series AP Nos.
                                   1-16                             --   Principal Amount  $124,000,000,
                            (249)  Bonds of 1985 Series A           --   Principal Amount  $35,000,000,
                            (250)  Bonds of 1985 Series B           --   Principal Amount  $50,000,000,
                            (251)  Bonds of Series PP               --   Principal Amount  $70,000,000,
                            (252)  Bonds of Series RR               --   Principal Amount  $70,000,000,
                            (253)  Bonds of Series EE               --   Principal Amount  $50,000,000,
                        (254-255)  Bonds of Series MMP and MMP No.
                                   2                                --   Principal Amount  $5,430,000,
                            (256)  Bonds of Series T                --   Principal Amount  $75,000,000,
                            (257)  Bonds of Series U                --   Principal Amount  $75,000,000,
                            (258)  Bonds of 1986 Series B           --   Principal Amount  $100,000,000,
                            (259)  Bonds of 1987 Series D           --   Principal Amount  $250,000,000,
                            (260)  Bonds of 1987 Series E           --   Principal Amount  $150,000,000,
                            (261)  Bonds of 1987 Series C           --   Principal Amount  $225,000,000,
                            (262)  Bonds of Series V                --   Principal Amount  $100,000,000,
                            (263)  Bonds of Series SS               --   Principal Amount  $150,000,000,
                            (264)  Bonds of 1980 Series B           --   Principal Amount  $100,000,000,
                            (265)  Bonds of 1986 Series C           --   Principal Amount  $200,000,000,
                            (266)  Bonds of 1986 Series A           --   Principal Amount  $200,000,000,
                            (267)  Bonds of 1987 Series B           --   Principal Amount  $175,000,000,
                            (268)  Bonds of Series X                --   Principal Amount  $100,000,000,
                            (269)  Bonds of 1987 Series F           --   Principal Amount  $200,000,000,
                            (270)  Bonds of 1987 Series A           --   Principal Amount  $300,000,000,
                            (271)  Bonds of Series Y                --   Principal Amount  $60,000,000,
                            (272)  Bonds of Series Z                --   Principal Amount  $100,000,000,
                            (273)  Bonds of 1989 Series A           --   Principal Amount  $300,000,000,
</TABLE>
<PAGE>   6
                                        3
<TABLE>
                        <C>        <S>                              <C>  <C>               <C>
                            (274)  Bonds of 1984 Series AP          --   Principal Amount  $2,400,000,
                            (275)  Bonds of 1984 Series BP          --   Principal Amount  $7,750,000,
                            (276)  Bonds of Series R                --   Principal Amount  $100,000,000,
                            (277)  Bonds of Series S                --   Principal Amount  $150,000,000,
                            (278)  Bonds of 1993 Series D           --   Principal Amount  $100,000,000,
</TABLE>

                 all of which have either been retired and cancelled, or no
                 longer represent obligations of the Company, having been called
                 for redemption and funds necessary to effect the payment,
                 redemption and retirement thereof having been deposited with
                 the Trustee as a special trust fund to be applied for such
                 purpose;

                 (279-284) Bonds of Series KKP Nos. 10-15 in the principal
                 amount of One hundred seventy-nine million five hundred ninety
                 thousand dollars ($179,590,000), all of which are outstanding
                 at the date hereof;

                 (285) Bonds of 1989 Series BP in the principal amount of
                 Sixty-six million five hundred sixty-five thousand dollars
                 ($66,565,000), all of which are outstanding at the date hereof;

                 (286) Bonds of 1990 Series A in the principal amount of One
                 hundred ninety-four million six hundred forty-nine thousand
                 dollars ($194,649,000) of which Sixty-two million seven hundred
                 ninety thousand dollars ($62,790,000) principal amount have
                 heretofore been retired and One hundred thirty-one million
                 eight hundred fifty-nine thousand dollars ($131,859,000)
                 principal amount are outstanding at the date hereof;

                 (287) Bonds of 1990 Series B in the principal amount of Two
                 hundred fifty-six million nine hundred thirty-two thousand
                 dollars ($256,932,000) of which Ninety-five million one hundred
                 sixty thousand dollars ($95,160,000) principal amount have
                 heretofore been retired and One hundred sixty-one million seven
                 hundred seventy-two thousand dollars ($161,772,000) principal
                 amount are outstanding at the date hereof;

                 (288) Bonds of 1990 Series C in the principal amount of
                 Eighty-five million four hundred seventy-five thousand dollars
                 ($85,475,000) of which Thirty-four million one hundred ninety
                 thousand dollars ($34,190,000) principal amount have heretofore
                 been retired and Fifty-one million two hundred eighty-five
                 thousand dollars ($51,285,000) principal amount are outstanding
                 at the date hereof;

                 (289) Bonds of 1991 Series AP in the principal amount of
                 Thirty-two million three hundred seventy-five thousand dollars
                 ($32,375,000), all of which are outstanding at the date hereof;

                 (290) Bonds of 1991 Series BP in the principal amount of
                 Twenty-five million nine hundred ten thousand dollars
                 ($25,910,000), all of which are outstanding at the date hereof;

                 (291) Bonds of 1991 Series CP in the principal amount of
                 Thirty-two million eight hundred thousand dollars
                 ($32,800,000), all of which are outstanding at the date hereof;

                 (292) Bonds of 1991 Series DP in the principal amount of
                 Thirty-seven million six hundred thousand dollars
                 ($37,600,000), all of which are outstanding at the date hereof;

                 (293) Bonds of 1991 Series EP in the principal amount of
                 Forty-one million four hundred eighty thousand dollars
                 ($41,480,000), all of which are outstanding at the date hereof;

                 (294) Bonds of 1991 Series FP in the principal amount of
                 Ninety-eight million three hundred seventy-five thousand
                 dollars ($98,375,000), all of which are outstanding at the date
                 hereof;
<PAGE>   7
                                        4

                 (295) Bonds of 1992 Series BP in the principal amount of Twenty
                 million nine hundred seventy-five thousand dollars
                 ($20,975,000), all of which are outstanding at the date hereof;

                 (296) Bonds of 1992 Series AP in the principal amount of
                 Sixty-six million dollars ($66,000,000), all of which are
                 outstanding at the date hereof;

                 (297) Bonds of 1992 Series D in the principal amount of Three
                 hundred million dollars ($300,000,000), of which Ten million
                 dollars ($10,000,000) principal amount have heretofore been
                 retired and Two hundred ninety million ($290,000,000) principal
                 amount are outstanding at the date hereof;

                 (298) Bonds of 1992 Series CP in the principal amount of
                 Thirty-five million dollars ($35,000,000), all of which are
                 outstanding at the date hereof;

                 (299) Bonds of 1992 Series E in the principal amount of Fifty
                 million dollars ($50,000,000), all of which are outstanding at
                 the date hereof;

                 (300) Bonds of 1989 Series BP No. 2 in the principal amount of
                 Thirty-six million dollars ($36,000,000), all of which are
                 outstanding at the date hereof;

                 (301) Bonds of 1993 Series C in the principal amount of Two
                 hundred twenty-five million dollars ($225,000,000), of which
                 Twenty-seven million dollars ($27,000,000) principal amount
                 have heretofore been retired and One hundred ninety-eight
                 million dollars ($198,000,000) principal amount are outstanding
                 at the date hereof;

                 (302) Bonds of 1993 Series B in the principal amount of Fifty
                 million dollars ($50,000,000), all of which are outstanding at
                 the date hereof;

                 (303) Bonds of 1993 Series E in the principal amount of Four
                 hundred million dollars ($400,000,000), of which Thirty-one
                 million five hundred thousand dollars ($31,500,000) principal
                 amount have heretofore been retired and Three hundred
                 sixty-eight million five hundred thousand dollars
                 ($368,500,000) principal amount are outstanding at the date
                 hereof;

                 (304) Bonds of 1993 Series FP in the principal amount of Five
                 million six hundred eighty-five thousand dollars ($5,685,000),
                 all of which are outstanding at the date hereof;

                 (305) Bonds of 1993 Series G in the principal amount of Two
                 hundred twenty-five million dollars ($225,000,000), of which
                 One hundred twenty-five million dollars ($125,000,000)
                 principal amount have been retired and One hundred million
                 dollars ($100,000,000) principal amount are outstanding at the
                 date hereof;

                 (306) Bonds of 1993 Series J in the principal amount of Three
                 hundred million dollars ($300,000,000), of which Seventy eight
                 million five hundred thousand dollars ($78,500,000) principal
                 amount have heretofore been retired and Two hundred twenty-one
                 million five hundred thousand dollars ($221,500,000) principal
                 amount are outstanding at the date hereof;

                 (307) Bonds of 1993 Series IP in the principal amount of Five
                 million eight hundred twenty-five thousand dollars
                 ($5,825,000), all of which are outstanding at the date hereof;

                 (308) Bonds of 1993 Series AP in the principal amount of
                 Sixty-five million dollars ($65,000,000), all of which are
                 outstanding at the date hereof;

                 (309) Bonds of 1993 Series H in the principal amount of Fifty
                 million dollars ($50,000,000), all of which are outstanding at
                 the date hereof;

                 (310) Bonds of 1993 Series K in the principal amount of One
                 hundred sixty million dollars ($160,000,000), all of which are
                 outstanding at the date hereof;
<PAGE>   8
                                        5

                 (311) Bonds of 1994 Series AP in the principal amount of Seven
                 million five hundred thirty-five thousand dollars ($7,535,000),
                 all of which are outstanding at the date hereof;

                 (312) Bonds of 1994 Series BP in the principal amount of Twelve
                 million nine hundred thirty-five thousand dollars
                 ($12,935,000), all of which are outstanding at the date hereof;

                 (313) Bonds of 1994 Series C in the principal amount of Two
                 hundred million dollars ($200,000,000), all of which are
                 outstanding at the date hereof;

                 (314) Bonds of 1994 Series DP in the principal amount of
                 Twenty-three million seven hundred thousand dollars
                 ($23,700,000), all of which are outstanding at the date hereof;

                 (315) Bonds of 1995 Series AP in the principal amount of
                 Ninety-seven million dollars ($97,000,000), all of which are
                 outstanding at the date hereof;

                 (316) Bonds of 1995 Series BP in the principal amount of
                 Twenty-two million, one hundred seventy-five thousand dollars
                 ($22,175,000), all of which are outstanding at the date hereof;

                 and, accordingly, of the bonds so issued, Two billion nine
                 hundred forty-five million four hundred forty-one thousand
                 dollars ($2,945,441,000) principal amount are outstanding at
                 the date hereof; and

REASON FOR
CREATION OF NEW
SERIES.            WHEREAS, the Company will enter into Loan Agreements, dated
                 as of September 1, 1999, August 1, 1999 and September 1, 1999
                 with the Michigan Strategic Fund in connection with the
                 issuance of the Collateralized Series 1999A, Collateralized
                 Series 1999B and Collateralized Series 1999C, respectively,
                 Bonds in order to refund certain pollution control related
                 bonds, and pursuant to such Loan Agreements the Company has
                 agreed to issue its General and Refunding Mortgage Bonds under
                 the Indenture in order further to secure its obligations under
                 such Loan Agreements; and

                   WHEREAS, for such purposes the Company desires to issue three
                 new series of bonds to be issued under the Indenture and to be
                 authenticated and delivered pursuant to Section 8 of Article
                 III of the Indenture; and

BONDS TO BE 1999
SERIES AP, 1999
SERIES BP AND
1999 SERIES CP.    WHEREAS, the Company desires by this Supplemental Indenture
                 to create three new series of bonds, to be designated "General
                 and Refunding Mortgage Bonds, 1999 Series AP," "General and
                 Refunding Mortgage Bonds, 1999 Series BP" and "General and
                 Refunding Mortgage Bonds, 1999 Series CP;" and

FURTHER
ASSURANCE.         WHEREAS, the Original Indenture, by its terms, includes in
                 the property subject to the lien thereof all of the estates and
                 properties, real, personal and mixed, rights, privileges and
                 franchises of every nature and kind and wheresoever situate,
                 then or thereafter owned or possessed by or belonging to the
                 Company or to which it was then or at any time thereafter might
                 be entitled in law or in equity (saving and excepting, however,
                 the property therein specifically excepted or released from the
                 lien thereof), and the Company therein covenanted that it
                 would, upon reasonable request, execute and deliver such
                 further instruments as may be necessary or proper for the
                 better assuring and confirming unto the Trustee all or any part
                 of the trust estate, whether then or thereafter owned or
                 acquired by the Company (saving and excepting, however,
                 property specifically excepted or released from the lien
                 thereof); and

AUTHORIZATION OF
SUPPLEMENTAL
INDENTURE.         WHEREAS, the Company in the exercise of the powers and
                 authority conferred upon and reserved to it under and by virtue
                 of the provisions of the Indenture, and pursuant to resolutions
                 of its Board of Directors has duly resolved and determined to
                 make, execute and deliver to the Trustee a supplemental
                 indenture in the form hereof for the purposes herein provided;
                 and
<PAGE>   9
                                        6

                   WHEREAS, all conditions and requirements necessary to make
                 this Supplemental Indenture a valid and legally binding
                 instrument in accordance with its terms have been done,
                 performed and fulfilled, and the execution and delivery hereof
                 have been in all respects duly authorized;

CONSIDERATION FOR
SUPPLEMENTAL
INDENTURE.         NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
                 Edison Company, in consideration of the premises and of the
                 covenants contained in the Indenture and of the sum of One
                 Dollar ($1.00) and other good and valuable consideration to it
                 duly paid by the Trustee at or before the ensealing and
                 delivery of these presents, the receipt whereof is hereby
                 acknowledged, hereby covenants and agrees to and with the
                 Trustee and its successors in the trusts under the Original
                 Indenture and in said indentures supplemental thereto as
                 follows:

                                             PART I.

                               CREATION OF THREE HUNDRED TWENTIETH
                                        SERIES OF BONDS.

                              GENERAL AND REFUNDING MORTGAGE BONDS,
                                         1999 SERIES AP

CERTAIN TERMS OF
BONDS OF 1999
SERIES AP.         SECTION 1. The Company hereby creates the Three hundred
                 twentieth series of bonds to be issued under and secured by the
                 Original Indenture as amended to date and as further amended by
                 this Supplemental Indenture, to be designated, and to be
                 distinguished from the bonds of all other series, by the title
                 "General and Refunding Mortgage Bonds, 1999 Series AP"
                 (elsewhere herein referred to as the "bonds of 1999 Series
                 AP"). The aggregate principal amount of bonds of 1999 Series AP
                 shall be limited to One hundred eighteen million three hundred
                 sixty thousand dollars ($118,360,000), except as provided in
                 Sections 7 and 13 of Article II of the Original Indenture with
                 respect to exchanges and replacements of bonds.

                   Each bond of 1999 Series AP is to be irrevocably assigned to,
                 and registered in the name of, Chase Manhattan Trust Company,
                 National Association, as trustee, or a successor trustee (said
                 trustee or any successor trustee being hereinafter referred to
                 as the "Strategic Fund Trust Indenture Trustee"), under the
                 Trust Indenture, dated as of September 1, 1999 (hereinafter
                 called the "Strategic Fund Trust Indenture"), between the
                 Michigan Strategic Fund (hereinafter called "Strategic Fund"),
                 and the Strategic Fund Trust Indenture Trustee, to secure
                 payment of the Michigan Strategic Fund Limited Obligation
                 Refunding Revenue Bonds (The Detroit Edison Company Pollution
                 Control Bonds Project), Collateralized Series 1999A
                 (hereinafter called the "Strategic Fund Revenue Bonds"), issued
                 by the Strategic Fund under the Strategic Fund Trust Indenture,
                 the proceeds of which have been provided for the refunding of
                 certain pollution control related bonds which the Company has
                 agreed to refund pursuant to the provisions of the Loan
                 Agreement, dated as of September 1, 1999 (hereinafter called
                 the "Strategic Fund Agreement"), between the Company and the
                 Strategic Fund.

                   The bonds of 1999 Series AP shall be issued as registered
                 bonds without coupons in denominations of a multiple of $5,000.
                 The bonds of 1999 Series AP shall be issued in the aggregate
                 principal amount of $118,360,000, shall mature on September 1,
                 2029 and shall bear interest, payable semi-annually on March 1
                 and September 1 of each year (commencing March 1, 2000), at the
                 rate of 5.55%, until the principal thereof shall have become
                 due and payable and thereafter until the Company's obligation
                 with respect to the payment of said principal shall have been
                 discharged as provided in the Indenture.

                   The bonds of 1999 Series AP shall be payable as to principal,
                 premium, if any, and interest as provided in the Indenture, but
                 only to the extent and in the manner herein provided. The bonds
                 of 1999 Series AP shall be payable, both as to principal and
                 interest, at the office or agency of the Company in the Borough
                 of Manhattan,
<PAGE>   10
                                        7

                 The City and State of New York, in any coin or currency of the
                 United States of America which at the time of payment is legal
                 tender for public and private debts.

                   Except as provided herein, each bond of 1999 Series AP shall
                 be dated the date of its authentication and interest shall be
                 payable on the principal represented thereby from the March 1
                 or September 1 next preceding the date thereof to which
                 interest has been paid on bonds of 1999 Series AP, unless the
                 bond is authenticated on a date to which interest has been
                 paid, in which case interest shall be payable from the date of
                 authentication, or unless the date of authentication is prior
                 to March 1, 2000, in which case interest shall be payable from
                 September 3, 1999.

                   The bonds of 1999 Series AP in definitive form shall be, at
                 the election of the Company, fully engraved or shall be
                 lithographed or printed in authorized denominations as
                 aforesaid and numbered 1 and upwards (with such further
                 designation as may be appropriate and desirable to indicate by
                 such designation the form, series and denominations of bonds of
                 1999 Series AP). Until bonds of 1999 Series AP in definitive
                 form are ready for delivery, the Company may execute, and upon
                 its request in writing the Trustee shall authenticate and
                 deliver in lieu thereof, bonds of 1999 Series AP in temporary
                 form, as provided in Section 10 of Article II of the Indenture.
                 Temporary bonds of 1999 Series AP, if any, may be printed and
                 may be issued in authorized denominations in substantially the
                 form of definitive bonds of 1999 Series AP, but with such
                 omissions, insertions and variations as may be appropriate for
                 temporary bonds, all as may be determined by the Company.

                   Bonds of 1999 Series AP shall not be assignable or
                 transferable except as may be required to effect a transfer to
                 any successor trustee under the Strategic Fund Trust Indenture,
                 or, subject to compliance with applicable law, as may be
                 involved in the course of the exercise of rights and remedies
                 consequent upon an Event of Default under the Strategic Fund
                 Trust Indenture. Any such transfer shall be made upon surrender
                 thereof for cancellation at the office or agency of the Company
                 in the Borough of Manhattan, The City and State of New York,
                 together with a written instrument of transfer (if so required
                 by the Company or by the Trustee) in form approved by the
                 Company duly executed by the holder or by its duly authorized
                 attorney. Bonds of 1999 Series AP shall in the same manner be
                 exchangeable for a like aggregate principal amount of bonds of
                 1999 Series AP upon the terms and conditions specified herein
                 and in Section 7 of Article II of the Indenture. The Company
                 waives its rights under Section 7 of Article II of the
                 Indenture not to make exchanges or transfers of bonds of 1999
                 Series AP, during any period of ten days next preceding any
                 redemption date for such bonds.

                   Bonds of 1999 Series AP, in definitive and temporary form,
                 may bear such legends as may be necessary to comply with any
                 law or with any rules or regulations made pursuant thereto or
                 as may be specified in the Strategic Fund Agreement.

                   Upon payment of the principal or premium, if any, or interest
                 on the Strategic Fund Revenue Bonds, whether at maturity or
                 prior to maturity by redemption or otherwise, or upon provision
                 for the payment thereof having been made in accordance with
                 Articles I or IV of the Strategic Fund Trust Indenture, bonds
                 of 1999 Series AP in a principal amount equal to the principal
                 amount of the Strategic Fund Revenue Bonds, shall, to the
                 extent of such payment of principal, premium or interest, be
                 deemed fully paid and the obligation of the Company thereunder
                 to make such payment shall forthwith cease and be discharged,
                 and, in the case of the payment of principal and premium, if
                 any, such bonds shall be surrendered for cancellation or
                 presented for appropriate notation to the Trustee.

REDEMPTION
OF BONDS OF
1999 SERIES AP     SECTION 2. Bonds of the 1999 Series AP shall be redeemed on
                 the date and in the respective principal amount which
                 correspond to the redemption date for, and the principal amount
                 to be redeemed of, the Strategic Fund Revenue Bonds.

                   In the event the Company elects to redeem any Strategic Fund
                 Revenue Bonds prior to maturity in accordance with the
                 provisions of the Strategic Fund Trust
<PAGE>   11
                                        8

                 Indenture, the Company shall on the same date redeem bonds of
                 1999 Series AP in the principal amount and at the redemption
                 price corresponding to the Strategic Fund Revenue Bonds so
                 redeemed. The Company agrees to give the Trustee notice of any
                 such redemption of bonds of 1999 Series AP on the same date as
                 it gives notice of redemption of Strategic Fund Revenue Bonds
                 to the Strategic Fund Trust Indenture Trustee.

REDEMPTION
OF BONDS OF
1999 SERIES AP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS.     SECTION 3. In the event of an Event of Default under the
                 Strategic Fund Trust Indenture and the acceleration of all
                 Strategic Fund Revenue Bonds, the bonds of 1999 Series AP shall
                 be redeemable in whole upon receipt by the Trustee of a written
                 demand (hereinafter called a "Redemption Demand") from the
                 Strategic Fund Trust Indenture Trustee stating that there has
                 occurred under the Strategic Fund Trust Indenture both an Event
                 of Default and a declaration of acceleration of payment of
                 principal, accrued interest and premium, if any, on the
                 Strategic Fund Revenue Bonds, specifying the last date to which
                 interest on the Strategic Fund Revenue Bonds has been paid
                 (such date being hereinafter referred to as the "Initial
                 Interest Accrual Date") and demanding redemption of the bonds
                 of said series. The Trustee shall, within five days after
                 receiving such Redemption Demand, mail a copy thereof to the
                 Company marked to indicate the date of its receipt by the
                 Trustee. Promptly upon receipt by the Company of such copy of a
                 Redemption Demand, the Company shall fix a date on which it
                 will redeem the bonds of said series so demanded to be redeemed
                 (hereinafter called the "Demand Redemption Date"). Notice of
                 the date fixed as the Demand Redemption Date shall be mailed by
                 the Company to the Trustee at least ten days prior to such
                 Demand Redemption Date. The date to be fixed by the Company as
                 and for the Demand Redemption Date may be any date up to and
                 including the earlier of (x) the 60th day after receipt by the
                 Trustee of the Redemption Demand or (y) the maturity date of
                 such bonds first occurring following the 20th day after the
                 receipt by the Trustee of the Redemption Demand; provided,
                 however, that if the Trustee shall not have received such
                 notice fixing the Demand Redemption Date on or before the 10th
                 day preceding the earlier of such dates, the Demand Redemption
                 Date shall be deemed to be the earlier of such dates. The
                 Trustee shall mail notice of the Demand Redemption Date (such
                 notice being hereinafter called the "Demand Redemption Notice")
                 to the Strategic Fund Trust Indenture Trustee not more than ten
                 nor less than five days prior to the Demand Redemption Date.

                   Each bond of 1999 Series AP shall be redeemed by the Company
                 on the Demand Redemption Date therefore upon surrender thereof
                 by the Strategic Fund Trust Indenture Trustee to the Trustee at
                 a redemption price equal to the principal amount thereof plus
                 accrued interest thereon at the rate specified for such bond
                 from the Initial Interest Accrual Date to the Demand Redemption
                 Date plus an amount equal to the aggregate premium, if any, due
                 and payable on such Demand Redemption Date on all Strategic
                 Fund Revenue Bonds; provided, however, that in the event of a
                 receipt by the Trustee of a notice that, pursuant to Section
                 604 of the Strategic Fund Trust Indenture, the Strategic Fund
                 Trust Indenture Trustee has terminated proceedings to enforce
                 any right under the Strategic Fund Trust Indenture, then any
                 Redemption Demand shall thereby be rescinded by the Strategic
                 Fund Trust Indenture Trustee, and no Demand Redemption Notice
                 shall be given, or, if already given, shall be automatically
                 annulled; but no such rescission or annulment shall extend to
                 or affect any subsequent default or impair any right consequent
                 thereon.

                   Anything herein contained to the contrary notwithstanding,
                 the Trustee is not authorized to take any action pursuant to a
                 Redemption Demand and such Redemption Demand shall be of no
                 force or effect, unless it is executed in the name of the
                 Strategic Fund Trust Indenture Trustee by its President or one
                 of its Vice Presidents.

FORM OF BONDS OF
1999 SERIES AP.    SECTION 4. The bonds of 1999 Series AP and the form of
                 Trustee's Certificate to be endorsed on such bonds shall be
                 substantially in the following forms, respectively:
<PAGE>   12
                                        9

                                     [FORM OF FACE OF BOND]

                                   THE DETROIT EDISON COMPANY
                               GENERAL AND REFUNDING MORTGAGE BOND
                  1999 SERIES AP, 5.55%, DUE SEPTEMBER 1, 2029

                   Notwithstanding any provisions hereof or in the Indenture,
                 this bond is not assignable or transferable except as may be
                 required to effect a transfer to any successor trustee under
                 the Trust Indenture, dated as of September 1, 1999 between the
                 Michigan Strategic Fund and Chase Manhattan Trust Company,
                 National Association, as trustee, or, subject to compliance
                 with applicable law, as may be involved in the course of the
                 exercise of rights and remedies consequent upon an Event of
                 Default under said Trust Indenture.

                   $.........                                       No..........

                   THE DETROIT EDISON COMPANY (hereinafter called the
                 "Company"), a corporation of the State of Michigan, for value
                 received, hereby promises to pay to the Michigan Strategic
                 Fund, or registered assigns, at the Company's office or agency
                 in the Borough of Manhattan, The City and State of New York,
                 the principal sum of           dollars ($          ) in lawful
                 money of the United States of America on the date specified in
                 the title hereof and interest thereon at the rate specified in
                 the title hereof, in like lawful money, from September 3, 1999,
                 and after the first payment of interest on bonds of this Series
                 has been made or otherwise provided for, from the most recent
                 date to which interest has been paid or otherwise provided for,
                 semi-annually on March 1 and September 1 of each year
                 (commencing March 1, 2000), until the Company's obligation with
                 respect to payment of said principal shall have been
                 discharged, all as provided, to the extent and in the manner
                 specified in the Indenture hereinafter mentioned on the reverse
                 hereof and in the supplemental indenture pursuant to which this
                 bond has been issued.

                   Under a Trust Indenture, dated as of September 1, 1999
                 (hereinafter called the "Strategic Fund Trust Indenture"),
                 between the Michigan Strategic Fund (hereinafter called
                 "Strategic Fund"), and Chase Manhattan Trust Company, National
                 Association, as trustee (hereinafter called the "Strategic Fund
                 Trust Indenture Trustee"), the Strategic Fund has issued
                 Limited Obligation Refunding Revenue Bonds (The Detroit Edison
                 Company Pollution Control Bonds Project), Collateralized Series
                 1999A (hereinafter called the "Strategic Fund Revenue Bonds").
                 This bond was originally issued to the Strategic Fund and
                 simultaneously irrevocably assigned to the Strategic Fund Trust
                 Indenture Trustee so as to secure the payment of the Strategic
                 Fund Revenue Bonds. Payments of principal of, or premium, if
                 any, or interest on, Strategic Fund Revenue Bonds shall
                 constitute like payments on this bond as further provided
                 herein and in the supplemental indenture pursuant to which this
                 bond has been issued.

                   Reference is hereby made to such further provisions of this
                 bond set forth on the reverse hereof and such further
                 provisions shall for all purposes have the same effect as
                 though set forth at this place.

                   This bond shall not be valid or become obligatory for any
                 purpose until Bankers Trust Company, the Trustee under the
                 Indenture hereinafter mentioned on the reverse hereof, or its
                 successor thereunder, shall have signed the form of certificate
                 endorsed hereon.
<PAGE>   13
                                       10

                   IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
                 this instrument to be executed by its Vice President and
                 Treasurer, with his manual or facsimile signature, and its
                 corporate seal, or a facsimile thereof, to be impressed or
                 imprinted hereon and the same to be attested by its Assistant
                 Corporate Secretary by manual or facsimile signature.

<TABLE>
<S>                      <C>                                        <C>
                         Dated:                                     THE DETROIT EDISON COMPANY

                                                                    By -------------------------
                                                                        Vice President
                                                                        and Treasurer
                         [SEAL]
                         Attest:

                         -----------------------------
                         Assistant Corporate Secretary
</TABLE>
<PAGE>   14
                                       11

                                    [FORM OF REVERSE OF BOND]

                   This bond is one of an authorized issue of bonds of the
                 Company, unlimited as to amount except as provided in the
                 Indenture hereinafter mentioned or any indentures supplemental
                 thereto, and is one of a series of General and Refunding
                 Mortgage Bonds known as 1999 Series AP, limited to an aggregate
                 principal amount of $118,360,000, except as otherwise provided
                 in the Indenture hereinafter mentioned. This bond and all other
                 bonds of said series are issued and to be issued under, and are
                 all equally and ratably secured (except insofar as any sinking,
                 amortization, improvement or analogous fund, established in
                 accordance with the provisions of the Indenture hereinafter
                 mentioned, may afford additional security for the bonds of any
                 particular series and except as provided in Section 3 of
                 Article VI of said Indenture) by an Indenture, dated as of
                 October 1, 1924, duly executed by the Company to Bankers Trust
                 Company, a corporation of the State of New York, as Trustee, to
                 which Indenture and all indentures supplemental thereto
                 (including the Supplemental Indenture dated as of August 1,
                 1999) reference is hereby made for a description of the
                 properties and franchises mortgaged and conveyed, the nature
                 and extent of the security, the terms and conditions upon which
                 the bonds are issued and under which additional bonds may be
                 issued, and the rights of the holders of the bonds and of the
                 Trustee in respect of such security (which Indenture and all
                 indentures supplemental thereto, including the Supplemental
                 Indenture dated as of August 1, 1999, are hereinafter
                 collectively called the "Indenture"). As provided in the
                 Indenture, said bonds may be for various principal sums and are
                 issuable in series, which may mature at different times, may
                 bear interest at different rates and may otherwise vary as in
                 said Indenture provided. With the consent of the Company and to
                 the extent permitted by and as provided in the Indenture, the
                 rights and obligations of the Company and of the holders of the
                 bonds and the terms and provisions of the Indenture, or of any
                 indenture supplemental thereto, may be modified or altered in
                 certain respects by affirmative vote of at least eighty-five
                 percent (85%) in amount of the bonds then outstanding, and, if
                 the rights of one or more, but less than all, series of bonds
                 then outstanding are to be affected by the action proposed to
                 be taken, then also by affirmative vote of at least eighty-five
                 percent (85%) in amount of the series of bonds so to be
                 affected (excluding in every instance bonds disqualified from
                 voting by reason of the Company's interest therein as specified
                 in the Indenture); provided, however, that, without the consent
                 of the holder hereof, no such modification or alteration shall,
                 among other things, affect the terms of payment of the
                 principal of or the interest on this bond, which in those
                 respects is unconditional.

                   This bond is redeemable upon the terms and conditions set
                 forth in the Indenture, including provision for redemption upon
                 demand of the Strategic Fund Trust Indenture Trustee following
                 the occurrence of an Event of Default under the Strategic Fund
                 Trust Indenture and the acceleration of the principal of the
                 Strategic Fund Revenue Bonds.

                   Under the Indenture, funds may be deposited with the Trustee
                 (which shall have become available for payment), in advance of
                 the redemption date of any of the bonds of 1999 Series AP (or
                 portions thereof), in trust for the redemption of such bonds
                 (or portions thereof) and the interest due or to become due
                 thereon, and thereupon all obligations of the Company in
                 respect of such bonds (or portions thereof) so to be redeemed
                 and such interest shall cease and be discharged, and the
                 holders thereof shall thereafter be restricted exclusively to
                 such funds for any and all claims of whatsoever nature on their
                 part under the Indenture or with respect to such bonds (or
                 portions thereof) and interest.

                   In case an event of default, as defined in the Indenture,
                 shall occur, the principal of all the bonds issued thereunder
                 may become or be declared due and payable, in the manner, with
                 the effect and subject to the conditions provided in the
                 Indenture.
<PAGE>   15
                                       12

                   Upon payment of the principal of, or premium, if any, or
                 interest on, the Strategic Fund Revenue Bonds, whether at
                 maturity or prior to maturity by redemption or otherwise or
                 upon provision for the payment thereof having been made in
                 accordance with Articles I or IV of the Strategic Fund Trust
                 Indenture, bonds of 1999 Series AP in a principal amount equal
                 to the principal amount of such Strategic Fund Revenue Bonds
                 and having both a corresponding maturity date and interest rate
                 shall, to the extent of such payment of principal, premium or
                 interest, be deemed fully paid and the obligation of the
                 Company thereunder to make such payment shall forthwith cease
                 and be discharged, and, in the case of the payment of principal
                 and premium, if any, such bonds of said series shall be
                 surrendered for cancellation or presented for appropriate
                 notation to the Trustee.

                   This bond is not assignable or transferable except as may be
                 required to effect a transfer to any successor trustee under
                 the Strategic Fund Trust Indenture, or, subject to compliance
                 with applicable law, as may be involved in the course of the
                 exercise of rights and remedies consequent upon an Event of
                 Default under the Strategic Fund Trust Indenture. Any such
                 transfer shall be made by the registered holder hereof, in
                 person or by his attorney duly authorized in writing, on the
                 books of the Company kept at its office or agency in the
                 Borough of Manhattan, The City and State of New York, upon
                 surrender and cancellation of this bond, and thereupon, a new
                 registered bond of the same series of authorized denominations
                 for a like aggregate principal amount will be issued to the
                 transferee in exchange therefor, and this bond with others in
                 like form may in like manner be exchanged for one or more new
                 bonds of the same series of other authorized denominations, but
                 of the same aggregate principal amount, all as provided and
                 upon the terms and conditions set forth in the Indenture, and
                 upon payment, in any event, of the charges prescribed in the
                 Indenture.

                   No recourse shall be had for the payment of the principal of
                 or the interest on this bond, or for any claim based hereon or
                 otherwise in respect hereof or of the Indenture, or of any
                 indenture supplemental thereto, against any incorporator, or
                 against any past, present or future stockholder, director or
                 officer, as such, of the Company, or of any predecessor or
                 successor corporation, either directly or through the Company
                 or any such predecessor or successor corporation, whether for
                 amounts unpaid on stock subscriptions or by virtue of any
                 constitution, statute or rule of law, or by the enforcement of
                 any assessment or penalty or otherwise howsoever; all such
                 liability being, by the acceptance hereof and as part of the
                 consideration for the issue hereof, expressly waived and
                 released by every holder or owner hereof, as more fully
                 provided in the Indenture.
<PAGE>   16
                                       13

                                 [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF
TRUSTEE'S
CERTIFICATE.       This bond is one of the bonds, of the series designated
                 therein, described in the within-mentioned Indenture.

                                              BANKERS TRUST COMPANY,

                                                             as Trustee

                                               By
                                                 ----------------------
                                                 Authorized Officer

                                            PART II.

                             CREATION OF THREE HUNDRED TWENTY-FIRST
                                        SERIES OF BONDS.

                              GENERAL AND REFUNDING MORTGAGE BONDS,
                                         1999 SERIES BP

CERTAIN TERMS OF
BONDS OF 1999
SERIES BP.         SECTION 1. The Company hereby creates the Three hundred
                 twenty-first series of bonds to be issued under and secured by
                 the Original Indenture as amended to date and as further
                 amended by this Supplemental Indenture, to be designated, and
                 to be distinguished from the bonds of all other series, by the
                 title "General and Refunding Mortgage Bonds, 1999 Series BP"
                 (elsewhere herein referred to as the "bonds of 1999 Series
                 BP"). The aggregate principal amount of bonds of 1999 Series BP
                 shall be limited to Thirty-nine million seven hundred
                 forty-five thousand dollars ($39,745,000), except as provided
                 in Sections 7 and 13 of Article II of the Original Indenture
                 with respect to exchanges and replacements of bonds.

                   Each bond of 1999 Series BP is to be assigned to, and
                 registered in the name of, Bank One Trust Company, NA, as
                 trustee, or a successor trustee (said trustee or any successor
                 trustee being hereinafter referred to as the "Strategic Fund
                 Trust Indenture Trustee"), under the Trust Indenture, dated as
                 of August 1, 1999 (hereinafter called the "Strategic Fund Trust
                 Indenture"), between the Michigan Strategic Fund (hereinafter
                 called "Strategic Fund"), and the Strategic Fund Trust
                 Indenture Trustee, to secure payment of the Michigan Strategic
                 Fund Variable Rate Demand Limited Obligation Refunding Revenue
                 Bonds (The Detroit Edison Company Pollution Control Bonds
                 Project), Collateralized Series 1999B (hereinafter called the
                 "Strategic Fund Revenue Bonds"), issued by the Strategic Fund
                 under the Strategic Fund Trust Indenture, the proceeds of which
                 have been provided for the refunding of certain pollution
                 control related bonds which the Company has agreed to refund
                 pursuant to the provisions of the Loan Agreement, dated as of
                 August 1, 1999 (hereinafter called the "Strategic Fund
                 Agreement"), between the Company and the Strategic Fund. Such
                 assignment is revocable only upon revocation of the bonds, as
                 provided herein and in the Strategic Fund Trust Indenture.

                   The bonds of 1999 Series BP shall be issued as registered
                 bonds without coupons in denominations of a multiple of $5,000.
                 The bonds of 1999 Series BP shall be issued in the aggregate
                 principal amount of $39,745,000, shall mature on September 1,
                 2029 (unless redeemed or revoked on an earlier date pursuant to
                 the terms of the Strategic Fund Trust Indenture) and shall
                 initially bear interest, payable semi-annually on March 1 and
                 September 1 (commencing March 1, 2000), and thereafter shall
                 bear interest, payable on such dates as interest shall be
                 payable on the Strategic Fund Revenue Bonds pursuant to the
                 Strategic Fund Trust Indenture, at such rate or rates not in
                 excess of a maximum rate of 15% per annum (unless such maximum
                 rate shall be increased by resolution of the Company's Board of
                 Directors and set forth in an additional Supplemental Indenture
                 between the Company and the Trustee), until the principal
                 thereof shall have become due and payable pursuant to the
                 Strategic Fund Trust Indenture and thereafter until the
                 Company's obligation with respect to the payment of said
                 principal shall have been discharged as provided
<PAGE>   17
                                       14

                 in the Indenture or until such time as the bonds of 1999 Series
                 BP shall be revoked pursuant to the terms of the Strategic Fund
                 Trust Indenture, in which event all principal shall be deemed
                 to be discharged within the meaning of the Indenture.

                   The bonds of 1999 Series BP shall be payable as to principal,
                 premium, if any, and interest as provided in the Indenture, but
                 only to the extent and in the manner herein provided. The bonds
                 of 1999 Series BP shall be payable, both as to principal and
                 interest, at the office or agency of the Company in the Borough
                 of Manhattan, The City and State of New York, in any coin or
                 currency of the United States of America which at the time of
                 payment is legal tender for public and private debts.

                   Except as provided herein, each bond of 1999 Series BP shall
                 be dated the date of its authentication and interest shall be
                 payable on the principal represented thereby as provided in the
                 Strategic Fund Trust Indenture.

                   The bonds of 1999 Series BP in definitive form shall be, at
                 the election of the Company, fully engraved or shall be
                 lithographed or printed in authorized denominations as
                 aforesaid and numbered 1 and upwards (with such further
                 designation as may be appropriate and desirable to indicate by
                 such designation the form, series and denominations of bonds of
                 1999 Series BP). Until bonds of 1999 Series BP in definitive
                 form are ready for delivery, the Company may execute, and upon
                 its request in writing the Trustee shall authenticate and
                 deliver in lieu thereof, bonds of 1999 Series BP in temporary
                 form, as provided in Section 10 of Article II of the Indenture.
                 Temporary bonds of 1999 Series BP, if any, may be printed and
                 may be issued in authorized denominations in substantially the
                 form of definitive bonds of 1999 Series BP, but with such
                 omissions, insertions and variations as may be appropriate for
                 temporary bonds, all as may be determined by the Company.

                   Bonds of 1999 Series BP shall not be assignable or
                 transferable except as may be required to effect a transfer to
                 any successor trustee under the Strategic Fund Trust Indenture,
                 or, subject to compliance with applicable law, as may be
                 involved in the course of the exercise of rights and remedies
                 consequent upon an Event of Default under the Strategic Fund
                 Trust Indenture. Any such transfer shall be made upon surrender
                 thereof for cancellation at the office or agency of the Company
                 in the Borough of Manhattan, The City and State of New York,
                 together with a written instrument of transfer (if so required
                 by the Company or by the Trustee) in form approved by the
                 Company duly executed by the holder or by its duly authorized
                 attorney. Bonds of 1999 Series BP shall in the same manner be
                 exchangeable for a like aggregate principal amount of bonds of
                 1999 Series BP upon the terms and conditions specified herein
                 and in Section 7 of Article II of the Indenture. The Company
                 waives its rights under Section 7 of Article II of the
                 Indenture not to make exchanges or transfers of bonds of 1999
                 Series BP, during any period of ten days next preceding any
                 redemption date for such bonds.

                   Bonds of 1999 Series BP, in definitive and temporary form,
                 may bear such legends as may be necessary to comply with any
                 law or with any rules or regulations made pursuant thereto or
                 as may be specified in the Strategic Fund Agreement.

                   Upon payment of the principal or premium, if any, or interest
                 on the Strategic Fund Revenue Bonds, whether at maturity or
                 prior to maturity by redemption or otherwise, or upon provision
                 for the payment thereof having been made in accordance with the
                 terms of the Strategic Fund Trust Indenture, bonds of 1999
                 Series BP in a principal amount equal to the principal amount
                 of the Strategic Fund Revenue Bonds, shall, to the extent of
                 such payment of principal, premium or interest, be deemed fully
                 paid and the obligation of the Company thereunder to make such
                 payment shall forthwith cease and be discharged, and upon
                 revocation of such bonds as provided herein the obligation of
                 the Company hereunder to make any payment shall forthwith cease
                 and be discharged, and, in the case of the payment of principal
                 and premium, if any, or revocation of such bonds pursuant to
                 the terms of The Strategic Fund Trust Indenture such bonds
                 shall be surrendered for cancellation or presented for
                 appropriate notation to the Trustee.
<PAGE>   18
                                       15

REDEMPTION AND/OR
REVOCATION OF
BONDS OF 1999
SERIES BP          SECTION 2. Bonds of the 1999 Series BP shall be redeemed on
                 the date and in the respective principal amount which
                 correspond to the redemption date for, and the principal amount
                 to be redeemed of, the Strategic Fund Revenue Bonds.

                   In the event the Company elects to redeem any Strategic Fund
                 Revenue Bonds prior to maturity in accordance with the
                 provisions of the Strategic Fund Trust Indenture, the Company
                 shall on the same date redeem bonds of 1999 Series BP in the
                 principal amount and at the redemption price corresponding to
                 the Strategic Fund Revenue Bonds so redeemed. The Company
                 agrees to give the Trustee notice of any such redemption of
                 bonds of 1999 Series BP on the same date as it gives notice of
                 redemption of Strategic Fund Revenue Bonds to the Strategic
                 Fund Trust Indenture Trustee.

                   The Company may elect to revoke the bonds of 1999 Series BP
                 on such date as it shall select in accordance with the terms of
                 the Strategic Fund Trust Indenture. For purposes of this
                 Supplemental Indenture, the term "revocation" of bonds of 1999
                 Series BP shall mean the revocation by the Company of the
                 pledge of such bonds and of the assignment thereof to the
                 Strategic Trust Fund Indenture Trustee pursuant to the terms of
                 the Strategic Fund Trust Indenture, the surrender by the
                 Strategic Fund Trust Indenture Trustee of such bonds to the
                 Trustee for cancellation, the receipt by the Trustee of
                 certificates and opinions set forth in the next succeeding
                 paragraph of this Section 2 and the cancellation of such bonds
                 by the Trustee pursuant to an order of an authorized officer of
                 the Company. In the event the Company elects to revoke the
                 bonds of 1999 Series BP, the Company agrees to give the Trustee
                 notice of such revocation on the same date as it gives notice
                 of revocation to the Strategic Fund Trust Indenture Trustee.
                 The bonds of 1999 Series BP shall be cancelled upon surrender
                 of such bonds to the Trustee by the Strategic Fund Trust
                 Indenture Trustee and satisfaction of the conditions set forth
                 in the next succeeding paragraph of this Section 2.

                   The cancellation of bonds of 1999 Series BP being revoked
                 shall be subject to receipt by the Trustee from the Company of
                 (i) the notice specified above; (ii) the certificate and
                 opinion set forth in Article XA, Section 1(a) and (b) of the
                 Indenture; (iii) a certificate of the Company, under its
                 corporate seal, signed by its President or a Vice-President and
                 by its Treasurer or an Assistant Treasurer, and an opinion of
                 counsel stating that in the opinion of the same signers or, as
                 the case may be, such counsel, all conditions precedent for
                 revocation of the pledge and cancellation of the bonds under
                 the Strategic Fund Trust Indenture have been complied with, and
                 (iv) such other certificates and opinions as the Trustee may
                 reasonably require. In addition, cancellation shall be subject
                 to receipt by the Trustee of a release, executed by the
                 Strategic Fund Trust Indenture Trustee, of the pledge of such
                 bonds. The Trustee shall be entitled to rely upon the foregoing
                 to the full extent provided in the Indenture, including without
                 limitation Article XII, Section 1 thereof, in canceling the
                 bonds as provided herein.

REDEMPTION
OF BONDS OF
1999 SERIES BP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS.     SECTION 3. In the event of an Event of Default under the
                 Strategic Fund Trust Indenture and the acceleration of all
                 Strategic Fund Revenue Bonds, the bonds of 1999 Series BP shall
                 be redeemable in whole upon receipt by the Trustee of a written
                 demand (hereinafter called a "Redemption Demand") from the
                 Strategic Fund Trust Indenture Trustee stating that there has
                 occurred under the Strategic Fund Trust Indenture both an Event
                 of Default and a declaration of acceleration of payment of
                 principal, accrued interest and premium, if any, on the
                 Strategic Fund Revenue Bonds, specifying the last date to which
                 interest on the Strategic Fund Revenue Bonds has been paid
                 (such date being hereinafter referred to as the "Initial
                 Interest Accrual Date") and demanding redemption of the bonds
                 of said series. The Trustee shall, within five days after
                 receiving such Redemption Demand, mail a copy thereof to the
                 Company marked to indicate the date of its receipt by the
                 Trustee. Promptly upon receipt by the Company of such copy of a
                 Redemption Demand, the Company shall fix a date on which it
                 will redeem the bonds of said series so demanded to be redeemed
                 (hereinafter called the "Demand Redemption Date").
<PAGE>   19
                                       16

                 Notice of the date fixed as the Demand Redemption Date shall be
                 mailed by the Company to the Trustee at least ten days prior to
                 such Demand Redemption Date. The date to be fixed by the
                 Company as and for the Demand Redemption Date may be any date
                 up to and including the earlier of (x) the 60th day after
                 receipt by the Trustee of the Redemption Demand or (y) the
                 maturity date of such bonds first occurring following the 20th
                 day after the receipt by the Trustee of the Redemption Demand;
                 provided, however, that if the Trustee shall not have received
                 such notice fixing the Demand Redemption Date on or before the
                 10th day preceding the earlier of such dates, the Demand
                 Redemption Date shall be deemed to be the earlier of such
                 dates. The Trustee shall mail notice of the Demand Redemption
                 Date (such notice being hereinafter called the "Demand
                 Redemption Notice") to the Strategic Fund Trust Indenture
                 Trustee not more than ten nor less than five days prior to the
                 Demand Redemption Date.

                   Each bond of 1999 Series BP shall be redeemed by the Company
                 on the Demand Redemption Date therefore upon surrender thereof
                 by the Strategic Fund Trust Indenture Trustee to the Trustee at
                 a redemption price equal to the principal amount thereof plus
                 accrued interest thereon at the rate specified for such bond
                 from the Initial Interest Accrual Date to the Demand Redemption
                 Date plus an amount equal to the aggregate premium, if any, due
                 and payable on such Demand Redemption Date on all Strategic
                 Fund Revenue Bonds; provided, however, that in the event of a
                 receipt by the Trustee of a notice that, pursuant to the
                 Strategic Fund Trust Indenture, the Strategic Fund Trust
                 Indenture Trustee has terminated proceedings to enforce any
                 right under the Strategic Fund Trust Indenture, then any
                 Redemption Demand shall thereby be rescinded by the Strategic
                 Fund Trust Indenture Trustee, and no Demand Redemption Notice
                 shall be given, or, if already given, shall be automatically
                 annulled; but no such rescission or annulment shall extend to
                 or affect any subsequent default or impair any right consequent
                 thereon.

                   Anything herein contained to the contrary notwithstanding,
                 the Trustee is not authorized to take any action pursuant to a
                 Redemption Demand and such Redemption Demand shall be of no
                 force or effect, unless it is executed in the name of the
                 Strategic Fund Trust Indenture Trustee by its President or one
                 of its Vice Presidents.

FORM OF BONDS OF
1999 SERIES BP.    SECTION 4. The bonds of 1999 Series BP and the form of
                 Trustee's Certificate to be endorsed on such bonds shall be
                 substantially in the following forms, respectively:
<PAGE>   20
                                       17

                                     [FORM OF FACE OF BOND]

                                   THE DETROIT EDISON COMPANY
                               GENERAL AND REFUNDING MORTGAGE BOND
                     1999 SERIES BP, DUE SEPTEMBER 1, 2029

                   Notwithstanding any provisions hereof or in the Indenture,
                 this bond is not assignable or transferable except as may be
                 required to effect a transfer to any successor trustee under
                 the Trust Indenture, dated as of August 1, 1999 between the
                 Michigan Strategic Fund and Bank One Trust Company, NA,
                 National Association, as trustee, or, subject to compliance
                 with applicable law, as may be involved in the course of the
                 exercise of rights and remedies consequent upon an Event of
                 Default under said Trust Indenture.

                   $.........                                       No..........

                   THE DETROIT EDISON COMPANY (hereinafter called the
                 "Company"), a corporation of the State of Michigan, for value
                 received, hereby promises to pay to the Michigan Strategic
                 Fund, or registered assigns, at the Company's office or agency
                 in the Borough of Manhattan, The City and State of New York,
                 the principal sum of           dollars ($          ) in lawful
                 money of the United States of America on the date specified in
                 the title hereof and interest thereon in like lawful money, on
                 such date or dates in each case as provided for in the Trust
                 Indenture, dated as of August 1, 1999 (hereinafter called the
                 "Strategic Fund Trust Indenture"), between the Michigan
                 Strategic Fund (hereinafter called the "Strategic Fund") and
                 Bank One Trust Company, NA, as trustee (hereinafter "Strategic
                 Fund Trust Indenture Trustee"). This bond of 1999 Series BP
                 shall bear interest at a maximum rate of 15% per annum (unless
                 such maximum rate shall be increased by resolution of the
                 Company's Board of Directors as set forth in an additional
                 Supplemental Indenture between the Company and the Trustee),
                 until the Company's obligation with respect to payment of said
                 principal shall have been discharged, all as provided, to the
                 extent and in the manner specified in the Indenture hereinafter
                 mentioned on the reverse hereof and in the supplemental
                 indenture pursuant to which this bond has been issued or until
                 such time as the bonds of 1999 Series BP shall be revoked
                 pursuant to the terms of the Strategic Fund Trust Indenture, in
                 which event all principal shall be deemed to be discharged
                 within the meaning of the Indenture.

                   Under the Strategic Fund Trust Indenture, the Strategic Fund
                 has issued Variable Rate Demand Limited Obligation Refunding
                 Revenue Bonds (The Detroit Edison Company Pollution Control
                 Bonds Project), Collateralized Series 1999B (hereinafter called
                 the "Strategic Fund Revenue Bonds"). This bond was originally
                 issued to the Strategic Fund and simultaneously assigned to the
                 Strategic Fund Trust Indenture Trustee so as to secure the
                 payment of the Strategic Fund Revenue Bonds. Such assignment
                 shall be irrevocable except as provided in the Indenture.
                 Payments of principal of, or premium, if any, or interest on,
                 Strategic Fund Revenue Bonds shall constitute like payments on
                 this bond as further provided herein and in the supplemental
                 indenture pursuant to which this bond has been issued. The
                 Company may elect to revoke the bonds of 1999 Series BP
                 pursuant to the terms of the Strategic Fund Trust Indenture.

                   Reference is hereby made to such further provisions of this
                 bond set forth on the reverse hereof and such further
                 provisions shall for all purposes have the same effect as
                 though set forth at this place.

                   This bond shall not be valid or become obligatory for any
                 purpose until Bankers Trust Company, the Trustee under the
                 Indenture hereinafter mentioned on the reverse hereof, or its
                 successor thereunder, shall have signed the form of certificate
                 endorsed hereon.
<PAGE>   21
                                       18

                   IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
                 this instrument to be executed by its Vice President and
                 Treasurer, with his manual or facsimile signature, and its
                 corporate seal, or a facsimile thereof, to be impressed or
                 imprinted hereon and the same to be attested by its Vice
                 President and Corporate Secretary with her manual or facsimile
                 signature.

<TABLE>
<S>                      <C>                                        <C>
                         Dated:                                     THE DETROIT EDISON COMPANY

                                                                        By
                                                                           ------------------------
                                                                           Vice President
                                                                           and Treasurer
                         Attest:

                         -------------------------------
                         Assistant Corporate Secretary
</TABLE>
<PAGE>   22
                                       19

                                    [FORM OF REVERSE OF BOND]

                   This bond is one of an authorized issue of bonds of the
                 Company, unlimited as to amount except as provided in the
                 Indenture hereinafter mentioned or any indentures supplemental
                 thereto, and is one of a series of General and Refunding
                 Mortgage Bonds known as 1999 Series BP, limited to an aggregate
                 principal amount of $39,745,000, except as otherwise provided
                 in the Indenture hereinafter mentioned. This bond and all other
                 bonds of said series are issued and to be issued under, and are
                 all equally and ratably secured (except insofar as any sinking,
                 amortization, improvement or analogous fund, established in
                 accordance with the provisions of the Indenture hereinafter
                 mentioned, may afford additional security for the bonds of any
                 particular series and except as provided in Section 3 of
                 Article VI of said Indenture) by an Indenture, dated as of
                 October 1, 1924, duly executed by the Company to Bankers Trust
                 Company, a corporation of the State of New York, as Trustee, to
                 which Indenture and all indentures supplemental thereto
                 (including the Supplemental Indenture dated as of August 1,
                 1999) reference is hereby made for a description of the
                 properties and franchises mortgaged and conveyed, the nature
                 and extent of the security, the terms and conditions upon which
                 the bonds are issued and under which additional bonds may be
                 issued, and the rights of the holders of the bonds and of the
                 Trustee in respect of such security (which Indenture and all
                 indentures supplemental thereto, including the Supplemental
                 Indenture dated as of August 1, 1999, are hereinafter
                 collectively called the "Indenture"). As provided in the
                 Indenture, said bonds may be for various principal sums and are
                 issuable in series, which may mature at different times, may
                 bear interest at different rates and may otherwise vary as in
                 said Indenture provided. With the consent of the Company and to
                 the extent permitted by and as provided in the Indenture, the
                 rights and obligations of the Company and of the holders of the
                 bonds and the terms and provisions of the Indenture, or of any
                 indenture supplemental thereto, may be modified or altered in
                 certain respects by affirmative vote of at least eighty-five
                 percent (85%) in amount of the bonds then outstanding, and, if
                 the rights of one or more, but less than all, series of bonds
                 then outstanding are to be affected by the action proposed to
                 be taken, then also by affirmative vote of at least eighty-five
                 percent (85%) in amount of the series of bonds so to be
                 affected (excluding in every instance bonds disqualified from
                 voting by reason of the Company's interest therein as specified
                 in the Indenture); provided, however, that, without the consent
                 of the holder hereof, no such modification or alteration shall,
                 among other things, affect the terms of payment of the
                 principal of or the interest on this bond, which in those
                 respects is unconditional.

                   This bond is redeemable upon the terms and conditions set
                 forth in the Indenture, including provision for redemption upon
                 demand of the Strategic Fund Trust Indenture Trustee following
                 the occurrence of an Event of Default under the Strategic Fund
                 Trust Indenture and the acceleration of the principal of the
                 Strategic Fund Revenue Bonds.

                   This bond is revocable, at the option of the Company,
                 pursuant to the provisions of the Strategic Fund Trust
                 Indenture and cancellation thereupon as provided in the
                 Indenture.

                   Under the Indenture, funds may be deposited with the Trustee
                 (which shall have become available for payment), in advance of
                 the redemption date of any of the bonds of 1999 Series BP (or
                 portions thereof), in trust for the redemption of such bonds
                 (or portions thereof) and the interest due or to become due
                 thereon, and thereupon all obligations of the Company in
                 respect of such bonds (or portions thereof) so to be redeemed
                 and such interest shall cease and be discharged, and the
                 holders thereof shall thereafter be restricted exclusively to
                 such funds for any and all claims of whatsoever nature on their
                 part under the Indenture or with respect to such bonds (or
                 portions thereof) and interest.
<PAGE>   23
                                       20

                   In case an event of default, as defined in the Indenture,
                 shall occur, the principal of all the bonds issued thereunder
                 may become or be declared due and payable, in the manner, with
                 the effect and subject to the conditions provided in the
                 Indenture.

                   Upon payment of the principal of, or premium, if any, or
                 interest on, the Strategic Fund Revenue Bonds, whether at
                 maturity or prior to maturity by redemption or otherwise or
                 upon provision for the payment thereof having been made in
                 accordance with the Strategic Fund Trust Indenture, bonds of
                 1999 Series BP in a principal amount equal to the principal
                 amount of such Strategic Fund Revenue Bonds and having both a
                 corresponding maturity date and interest rate shall, to the
                 extent of such payment of principal, premium or interest, be
                 deemed fully paid and the obligation of the Company thereunder
                 to make such payment shall forthwith cease and be discharged,
                 and, in the case of the payment of principal and premium, if
                 any, such bonds of said series shall be surrendered for
                 cancellation or presented for appropriate notation to the
                 Trustee.

                   This bond of 1999 Series BP shall be revoked upon surrender
                 to the Trustee by the Strategic Fund Trust Indenture Trustee,
                 and upon such revocation as provided in the Indenture, the
                 obligation of the Company thereunder to make any payments on
                 this bond shall forthwith cease and be discharged.

                   This bond is not assignable or transferable except as may be
                 required to effect a transfer to any successor trustee under
                 the Strategic Fund Trust Indenture, or, subject to compliance
                 with applicable law, as may be involved in the course of the
                 exercise of rights and remedies consequent upon an Event of
                 Default under the Strategic Fund Trust Indenture. Any such
                 transfer shall be made by the registered holder hereof, in
                 person or by his attorney duly authorized in writing, on the
                 books of the Company kept at its office or agency in the
                 Borough of Manhattan, The City and State of New York, upon
                 surrender and cancellation of this bond, and thereupon, a new
                 registered bond of the same series of authorized denominations
                 for a like aggregate principal amount will be issued to the
                 transferee in exchange therefor, and this bond with others in
                 like form may in like manner be exchanged for one or more new
                 bonds of the same series of other authorized denominations, but
                 of the same aggregate principal amount, all as provided and
                 upon the terms and conditions set forth in the Indenture, and
                 upon payment, in any event, of the charges prescribed in the
                 Indenture.

                   No recourse shall be had for the payment of the principal of
                 or the interest on this bond, or for any claim based hereon or
                 otherwise in respect hereof or of the Indenture, or of any
                 indenture supplemental thereto, against any incorporator, or
                 against any past, present or future stockholder, director or
                 officer, as such, of the Company, or of any predecessor or
                 successor corporation, either directly or through the Company
                 or any such predecessor or successor corporation, whether for
                 amounts unpaid on stock subscriptions or by virtue of any
                 constitution, statute or rule of law, or by the enforcement of
                 any assessment or penalty or otherwise howsoever; all such
                 liability being, by the acceptance hereof and as part of the
                 consideration for the issue hereof, expressly waived and
                 released by every holder or owner hereof, as more fully
                 provided in the Indenture.
<PAGE>   24
                                       21

                                 [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF
TRUSTEE'S
CERTIFICATE.       This bond is one of the bonds, of the series designated
                 therein, described in the within-mentioned Indenture.

                                              BANKERS TRUST COMPANY,

                                                             as Trustee

                                              By
                                                ---------------------------
                                                Authorized Officer

                                            PART III.

                             CREATION OF THREE HUNDRED TWENTY-SECOND
                                        SERIES OF BONDS.

                              GENERAL AND REFUNDING MORTGAGE BONDS,
                                         1999 SERIES CP

CERTAIN TERMS OF
BONDS OF 1999
SERIES CP.         SECTION 1. The Company hereby creates the Three hundred
                 twenty-second series of bonds to be issued under and secured by
                 the Original Indenture as amended to date and as further
                 amended by this Supplemental Indenture, to be designated, and
                 to be distinguished from the bonds of all other series, by the
                 title "General and Refunding Mortgage Bonds, 1999 Series CP"
                 (elsewhere herein referred to as the "bonds of 1999 Series
                 CP"). The aggregate principal amount of bonds of 1999 Series CP
                 shall be limited to Sixty-six million five hundred sixty-five
                 thousand dollars ($66,565,000), except as provided in Sections
                 7 and 13 of Article II of the Original Indenture with respect
                 to exchanges and replacements of bonds.

                   Each bond of 1999 Series CP is to be assigned to, and
                 registered in the name of, Bank One Trust Company, NA, as
                 trustee, or a successor trustee (said trustee or any successor
                 trustee being hereinafter referred to as the "Strategic Fund
                 Trust Indenture Trustee"), under the Trust Indenture, dated as
                 of September 1, 1999 (hereinafter called the "Strategic Fund
                 Trust Indenture"), between the Michigan Strategic Fund
                 (hereinafter called "Strategic Fund"), and the Strategic Fund
                 Trust Indenture Trustee, to secure payment of the Michigan
                 Strategic Fund Variable Rate Demand Limited Obligation
                 Refunding Revenue Bonds (The Detroit Edison Company Pollution
                 Control Bonds Project), Collateralized Series 1999C
                 (hereinafter called the "Strategic Fund Revenue Bonds"), issued
                 by the Strategic Fund under the Strategic Fund Trust Indenture,
                 the proceeds of which have been provided for the refunding of
                 certain pollution control related bonds which the Company has
                 agreed to refund pursuant to the provisions of the Loan
                 Agreement, dated as of September 1, 1999 (hereinafter called
                 the "Strategic Fund Agreement"), between the Company and the
                 Strategic Fund. Such assignment is revocable only upon
                 revocation of the bonds, as provided herein and the Strategic
                 Fund Trust Indenture.

                   The bonds of 1999 Series CP shall be issued as registered
                 bonds without coupons in denominations of a multiple of $5,000.
                 The bonds of 1999 Series CP shall be issued in the aggregate
                 principal amount of $66,565,000, shall mature on September 1,
                 2029 (unless redeemed or revoked on an earlier date pursuant to
                 the terms of the Strategic Fund Trust Indenture) and shall
                 initially bear interest, payable semi-annually on March 1 and
                 September 1 (commencing March 1, 2000), and thereafter shall
                 bear interest, payable on such dates as interest shall be
                 payable on the Strategic Fund Revenue Bonds pursuant to the
                 Strategic Fund Trust Indenture, at such rate or rates not in
                 excess of a maximum rate of 15% per annum (unless such maximum
                 rate shall be increased by resolution of the Company's Board of
                 Directors and set forth in an additional Supplemental Indenture
                 between the Company and the Trustee), until the principal
                 thereof shall have become due and payable pursuant to the
                 Strategic Fund Trust Indenture and thereafter until the
                 Company's obligation with respect to the payment of said
                 principal shall have been discharged as provided
<PAGE>   25
                                       22

                 in the Indenture or until such time as the bonds of 1999 Series
                 CP shall be revoked pursuant to the terms of the Strategic Fund
                 Trust Indenture, in which event all principal shall be deemed
                 to be discharged within the meaning of the Indenture.

                   The bonds of 1999 Series CP shall be payable as to principal,
                 premium, if any, and interest as provided in the Indenture, but
                 only to the extent and in the manner herein provided. The bonds
                 of 1999 Series CP shall be payable, both as to principal and
                 interest, at the office or agency of the Company in the Borough
                 of Manhattan, The City and State of New York, in any coin or
                 currency of the United States of America which at the time of
                 payment is legal tender for public and private debts.

                   Except as provided herein, each bond of 1999 Series CP shall
                 be dated the date of its authentication and interest shall be
                 payable on the principal represented thereby as provided in the
                 Strategic Fund Trust Indenture.

                   The bonds of 1999 Series CP in definitive form shall be, at
                 the election of the Company, fully engraved or shall be
                 lithographed or printed in authorized denominations as
                 aforesaid and numbered 1 and upwards (with such further
                 designation as may be appropriate and desirable to indicate by
                 such designation the form, series and denominations of bonds of
                 1999 Series CP). Until bonds of 1999 Series CP in definitive
                 form are ready for delivery, the Company may execute, and upon
                 its request in writing the Trustee shall authenticate and
                 deliver in lieu thereof, bonds of 1999 Series CP in temporary
                 form, as provided in Section 10 of Article II of the Indenture.
                 Temporary bonds of 1999 Series CP, if any, may be printed and
                 may be issued in authorized denominations in substantially the
                 form of definitive bonds of 1999 Series CP, but with such
                 omissions, insertions and variations as may be appropriate for
                 temporary bonds, all as may be determined by the Company.

                   Bonds of 1999 Series CP shall not be assignable or
                 transferable except as may be required to effect a transfer to
                 any successor trustee under the Strategic Fund Trust Indenture,
                 or, subject to compliance with applicable law, as may be
                 involved in the course of the exercise of rights and remedies
                 consequent upon an Event of Default under the Strategic Fund
                 Trust Indenture. Any such transfer shall be made upon surrender
                 thereof for cancellation at the office or agency of the Company
                 in the Borough of Manhattan, The City and State of New York,
                 together with a written instrument of transfer (if so required
                 by the Company or by the Trustee) in form approved by the
                 Company duly executed by the holder or by its duly authorized
                 attorney. Bonds of 1999 Series CP shall in the same manner be
                 exchangeable for a like aggregate principal amount of bonds of
                 1999 Series CP upon the terms and conditions specified herein
                 and in Section 7 of Article II of the Indenture. The Company
                 waives its rights under Section 7 of Article II of the
                 Indenture not to make exchanges or transfers of bonds of 1999
                 Series CP, during any period of ten days next preceding any
                 redemption date for such bonds.

                   Bonds of 1999 Series CP, in definitive and temporary form,
                 may bear such legends as may be necessary to comply with any
                 law or with any rules or regulations made pursuant thereto or
                 as may be specified in the Strategic Fund Agreement.

                   Upon payment of the principal or premium, if any, or interest
                 on the Strategic Fund Revenue Bonds, whether at maturity or
                 prior to maturity by redemption or otherwise, or upon provision
                 for the payment thereof having been made in accordance with the
                 terms of the Strategic Fund Trust Indenture, bonds of 1999
                 Series CP in a principal amount equal to the principal amount
                 of the Strategic Fund Revenue Bonds, shall, to the extent of
                 such payment of principal, premium or interest, be deemed fully
                 paid and the obligation of the Company thereunder to make such
                 payment shall forthwith cease and be discharged, and upon
                 revocation of such bonds as provided herein the obligation of
                 the Company thereunder to make any payment shall forthwith
                 cease and be discharged, and, in the case of the payment of
                 principal and premium, if any, or revocation of such bonds
                 pursuant to the terms of The Strategic Fund Trust Indenture
                 such bonds shall be surrendered for cancellation or presented
                 for appropriate notation to the Trustee.
<PAGE>   26
                                       23

REDEMPTION AND/OR
REVOCATION
OF BONDS OF
1999 SERIES CP     SECTION 2. Bonds of the 1999 Series BP shall be redeemed on
                 the date and in the respective principal amount which
                 correspond to the redemption date for, and the principal amount
                 to be redeemed of, the Strategic Fund Revenue Bonds.

                   In the event the Company elects to redeem any Strategic Fund
                 Revenue Bonds prior to maturity in accordance with the
                 provisions of the Strategic Fund Trust Indenture, the Company
                 shall on the same date redeem bonds of 1999 Series CP in the
                 principal amount and at the redemption price corresponding to
                 the Strategic Fund Revenue Bonds so redeemed. The Company
                 agrees to give the Trustee notice of any such redemption of
                 bonds of 1999 Series CP on the same date as it gives notice of
                 redemption of Strategic Fund Revenue Bonds to the Strategic
                 Fund Trust Indenture Trustee.

                   The Company may elect to revoke the bonds of 1999 Series CP
                 on such date as it shall select in accordance with the terms of
                 the Strategic Fund Trust Indenture. For purposes of this
                 Supplemental Indenture, the term "revocation" of bonds of 1999
                 Series CP shall mean the revocation by the Company of the
                 pledge of such bonds and of the assignment thereof to the
                 Strategic Fund Trust Indenture Trustee pursuant to the terms of
                 the Strategic Trust Fund Indenture, the surrender by the
                 Strategic Fund Trust Indenture Trustee of such bonds to the
                 Trustee for cancellation, the receipt by the Trustee of
                 certificates and opinions set forth in the next succeeding
                 paragraph of this Section 2 and the cancellation of such bonds
                 by the Trustee pursuant to an order of an authorized officer of
                 the Company. In the event the Company elects to revoke the
                 bonds of 1999 Series CP, the Company agrees to give the Trustee
                 notice of such revocation on the same date as it gives notice
                 of revocation to the Strategic Fund Trust Indenture Trustee.
                 The bonds of 1999 Series CP shall be cancelled upon surrender
                 of such bonds to the Trustee by the Strategic Fund Trust
                 Indenture Trustee and satisfaction of the conditions set forth
                 in the next succeeding paragraph of this Section 2.

                   The cancellation of bonds of 1999 Series CP being revoked
                 shall be subject to receipt by the Trustee from the Company of
                 (i) the notice specified above; (ii) the certificate and
                 opinion set forth in Article XA, Section 1(a) and (b) of the
                 Indenture; (iii) a certificate of the Company, under its
                 corporate seal, signed by its President or a Vice-President and
                 by its Treasurer or an Assistant Treasurer, and an opinion of
                 counsel stating that in the opinion of the same signers or, as
                 the case may be, such counsel, all conditions precedent for
                 revocation of the pledge and cancellation of the bonds under
                 the Strategic Trust Fund Indenture have been complied with, and
                 (iv) such other certificates and opinions as the Trustee may
                 reasonably require. In addition, cancellation shall be subject
                 to receipt by the Trustee of a release, executed by the
                 Strategic Trust Fund Trustee, of the pledge of such bonds. The
                 Trustee shall be entitled to rely upon the foregoing to the
                 full extent provided in the Indenture, including without
                 limitation Article XII, Section 1 thereof, in canceling the
                 bonds as provided herein.

REDEMPTION
OF BONDS OF
1999 SERIES CP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS.     SECTION 3. In the event of an Event of Default under the
                 Strategic Fund Trust Indenture and the acceleration of all
                 Strategic Fund Revenue Bonds, the bonds of 1999 Series BP shall
                 be redeemable in whole upon receipt by the Trustee of a written
                 demand (hereinafter called a "Redemption Demand") from the
                 Strategic Fund Trust Indenture Trustee stating that there has
                 occurred under the Strategic Fund Trust Indenture both an Event
                 of Default and a declaration of acceleration of payment of
                 principal, accrued interest and premium, if any, on the
                 Strategic Fund Revenue Bonds, specifying the last date to which
                 interest on the Strategic Fund Revenue Bonds has been paid
                 (such date being hereinafter referred to as the "Initial
                 Interest Accrual Date") and demanding redemption of the bonds
                 of said series. The Trustee shall, within five days after
                 receiving such Redemption Demand, mail a copy thereof to the
                 Company marked to indicate the date of its receipt by the
                 Trustee. Promptly upon receipt by the Company of such copy of a
                 Redemption Demand, the Company shall fix a date on which it
                 will redeem the bonds of said series so demanded to be redeemed
                 (hereinafter called the "Demand Redemption Date").
<PAGE>   27
                                       24

                 Notice of the date fixed as the Demand Redemption Date shall be
                 mailed by the Company to the Trustee at least ten days prior to
                 such Demand Redemption Date. The date to be fixed by the
                 Company as and for the Demand Redemption Date may be any date
                 up to and including the earlier of (x) the 60th day after
                 receipt by the Trustee of the Redemption Demand or (y) the
                 maturity date of such bonds first occurring following the 20th
                 day after the receipt by the Trustee of the Redemption Demand;
                 provided, however, that if the Trustee shall not have received
                 such notice fixing the Demand Redemption Date on or before the
                 10th day preceding the earlier of such dates, the Demand
                 Redemption Date shall be deemed to be the earlier of such
                 dates. The Trustee shall mail notice of the Demand Redemption
                 Date (such notice being hereinafter called the "Demand
                 Redemption Notice") to the Strategic Fund Trust Indenture
                 Trustee not more than ten nor less than five days prior to the
                 Demand Redemption Date.

                   Each bond of 1999 Series CP shall be redeemed by the Company
                 on the Demand Redemption Date therefore upon surrender thereof
                 by the Strategic Fund Trust Indenture Trustee to the Trustee at
                 a redemption price equal to the principal amount thereof plus
                 accrued interest thereon at the rate specified for such bond
                 from the Initial Interest Accrual Date to the Demand Redemption
                 Date plus an amount equal to the aggregate premium, if any, due
                 and payable on such Demand Redemption Date on all Strategic
                 Fund Revenue Bonds; provided, however, that in the event of a
                 receipt by the Trustee of a notice that, pursuant to the
                 Strategic Fund Trust Indenture, the Strategic Fund Trust
                 Indenture Trustee has terminated proceedings to enforce any
                 right under the Strategic Fund Trust Indenture, then any
                 Redemption Demand shall thereby be rescinded by the Strategic
                 Fund Trust Indenture Trustee, and no Demand Redemption Notice
                 shall be given, or, if already given, shall be automatically
                 annulled; but no such rescission or annulment shall extend to
                 or affect any subsequent default or impair any right consequent
                 thereon.

                   Anything herein contained to the contrary notwithstanding,
                 the Trustee is not authorized to take any action pursuant to a
                 Redemption Demand and such Redemption Demand shall be of no
                 force or effect, unless it is executed in the name of the
                 Strategic Fund Trust Indenture Trustee by its President or one
                 of its Vice Presidents.

FORM OF BONDS OF
1999 SERIES CP.    SECTION 4. The bonds of 1999 Series CP and the form of
                 Trustee's Certificate to be endorsed on such bonds shall be
                 substantially in the following forms, respectively:
<PAGE>   28
                                       25

                                     [FORM OF FACE OF BOND]

                                   THE DETROIT EDISON COMPANY
                               GENERAL AND REFUNDING MORTGAGE BOND
                     1999 SERIES CP, DUE SEPTEMBER 1, 2029

                   Notwithstanding any provisions hereof or in the Indenture,
                 this bond is not assignable or transferable except as may be
                 required to effect a transfer to any successor trustee under
                 the Trust Indenture, dated as of September 1, 1999 between the
                 Michigan Strategic Fund and Bank One Trust Company, NA,
                 National Association, as trustee, or, subject to compliance
                 with applicable law, as may be involved in the course of the
                 exercise of rights and remedies consequent upon an Event of
                 Default under said Trust Indenture.

                   $.........                                       No..........

                   THE DETROIT EDISON COMPANY (hereinafter called the
                 "Company"), a corporation of the State of Michigan, for value
                 received, hereby promises to pay to the Michigan Strategic
                 Fund, or registered assigns, at the Company's office or agency
                 in the Borough of Manhattan, The City and State of New York,
                 the principal sum of           dollars ($          ) in lawful
                 money of the United States of America on the date specified in
                 the title hereof and interest thereon in like lawful money, on
                 such date or dates in each case as provided for in the Trust
                 Indenture, dated as of September 1, 1999 (hereinafter called
                 the "Strategic Fund Trust Indenture"), between the Michigan
                 Strategic Fund (hereinafter called the "Strategic Fund") and
                 Bank One Trust Company, NA, as trustee (hereinafter "Strategic
                 Fund Trust Indenture Trustee"). This bond of 1999 Series CP
                 shall bear interest at a maximum rate of 15% per annum (unless
                 such maximum rate shall be increased by resolution of the
                 Company's Board of Directors as set forth in an additional
                 Supplemental Indenture between the Company and the Trustee),
                 until the Company's obligation with respect to payment of said
                 principal shall have been discharged, all as provided, to the
                 extent and in the manner specified in the Indenture hereinafter
                 mentioned on the reverse hereof and in the supplemental
                 indenture pursuant to which this bond has been issued or until
                 such time as the bonds of 1999 Series CP shall be revoked
                 pursuant to the terms of the Strategic Fund Trust Indenture, in
                 which event all principal shall be deemed to be discharged
                 within the meaning of the Indenture.

                   Under the Strategic Fund Trust Indenture, the Strategic Fund
                 has issued Variable Rate Demand Limited Obligation Refunding
                 Revenue Bonds (The Detroit Edison Company Pollution Control
                 Bonds Project), Collateralized Series 1999C (hereinafter called
                 the "Strategic Fund Revenue Bonds"). This bond was originally
                 issued to the Strategic Fund and simultaneously assigned to the
                 Strategic Fund Trust Indenture Trustee so as to secure the
                 payment of the Strategic Fund Revenue Bonds. Such assignment
                 shall be irrevocable except as provided in the Indenture.
                 Payments of principal of, or premium, if any, or interest on,
                 Strategic Fund Revenue Bonds shall constitute like payments on
                 this bond as further provided herein and in the supplemental
                 indenture pursuant to which this bond has been issued. The
                 Company may elect to revoke the bonds of 1999 Series CP
                 pursuant to the terms of the Strategic Fund Trust Indenture.

                   Reference is hereby made to such further provisions of this
                 bond set forth on the reverse hereof and such further
                 provisions shall for all purposes have the same effect as
                 though set forth at this place.

                   This bond shall not be valid or become obligatory for any
                 purpose until Bankers Trust Company, the Trustee under the
                 Indenture hereinafter mentioned on the reverse hereof, or its
                 successor thereunder, shall have signed the form of certificate
                 endorsed hereon.
<PAGE>   29
                                       26

                   IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
                 this instrument to be executed by its Vice President and
                 Treasurer, with his manual or facsimile signature, and its
                 corporate seal, or a facsimile thereof, to be impressed or
                 imprinted hereon and the same to be attested by its Vice
                 President and Corporate Secretary with her manual or facsimile
                 signature.

<TABLE>
<S>                      <C>                                        <C>
                         Dated:                                     THE DETROIT EDISON COMPANY

                                                                    By
                                                                       ---------------------------
                                                                        Vice President
                                                                        and Treasurer
                         Attest:

                         ------------------------------
                         Assistant Corporate Secretary
</TABLE>
<PAGE>   30
                                       27

                                    [FORM OF REVERSE OF BOND]

                   This bond is one of an authorized issue of bonds of the
                 Company, unlimited as to amount except as provided in the
                 Indenture hereinafter mentioned or any indentures supplemental
                 thereto, and is one of a series of General and Refunding
                 Mortgage Bonds known as 1999 Series CP, limited to an aggregate
                 principal amount of $66,565,000, except as otherwise provided
                 in the Indenture hereinafter mentioned. This bond and all other
                 bonds of said series are issued and to be issued under, and are
                 all equally and ratably secured (except insofar as any sinking,
                 amortization, improvement or analogous fund, established in
                 accordance with the provisions of the Indenture hereinafter
                 mentioned, may afford additional security for the bonds of any
                 particular series and except as provided in Section 3 of
                 Article VI of said Indenture) by an Indenture, dated as of
                 October 1, 1924, duly executed by the Company to Bankers Trust
                 Company, a corporation of the State of New York, as Trustee, to
                 which Indenture and all indentures supplemental thereto
                 (including the Supplemental Indenture dated as of August 1,
                 1999) reference is hereby made for a description of the
                 properties and franchises mortgaged and conveyed, the nature
                 and extent of the security, the terms and conditions upon which
                 the bonds are issued and under which additional bonds may be
                 issued, and the rights of the holders of the bonds and of the
                 Trustee in respect of such security (which Indenture and all
                 indentures supplemental thereto, including the Supplemental
                 Indenture dated as of August 1, 1999, are hereinafter
                 collectively called the "Indenture"). As provided in the
                 Indenture, said bonds may be for various principal sums and are
                 issuable in series, which may mature at different times, may
                 bear interest at different rates and may otherwise vary as in
                 said Indenture provided. With the consent of the Company and to
                 the extent permitted by and as provided in the Indenture, the
                 rights and obligations of the Company and of the holders of the
                 bonds and the terms and provisions of the Indenture, or of any
                 indenture supplemental thereto, may be modified or altered in
                 certain respects by affirmative vote of at least eighty-five
                 percent (85%) in amount of the bonds then outstanding, and, if
                 the rights of one or more, but less than all, series of bonds
                 then outstanding are to be affected by the action proposed to
                 be taken, then also by affirmative vote of at least eighty-five
                 percent (85%) in amount of the series of bonds so to be
                 affected (excluding in every instance bonds disqualified from
                 voting by reason of the Company's interest therein as specified
                 in the Indenture); provided, however, that, without the consent
                 of the holder hereof, no such modification or alteration shall,
                 among other things, affect the terms of payment of the
                 principal of or the interest on this bond, which in those
                 respects is unconditional.

                   This bond is redeemable upon the terms and conditions set
                 forth in the Indenture, including provision for redemption upon
                 demand of the Strategic Fund Trust Indenture Trustee following
                 the occurrence of an Event of Default under the Strategic Fund
                 Trust Indenture and the acceleration of the principal of the
                 Strategic Fund Revenue Bonds.

                   This bond is revocable, at the option of the Company,
                 pursuant to the provisions of the Strategic Fund Trust
                 Indenture and cancellation thereupon as provided in the
                 Indenture.

                   Under the Indenture, funds may be deposited with the Trustee
                 (which shall have become available for payment), in advance of
                 the redemption date of any of the bonds of 1999 Series CP (or
                 portions thereof), in trust for the redemption of such bonds
                 (or portions thereof) and the interest due or to become due
                 thereon, and thereupon all obligations of the Company in
                 respect of such bonds (or portions thereof) so to be redeemed
                 and such interest shall cease and be discharged, and the
                 holders thereof shall thereafter be restricted exclusively to
                 such funds for any and all claims of whatsoever nature on their
                 part under the Indenture or with respect to such bonds (or
                 portions thereof) and interest.
<PAGE>   31
                                       28

                   In case an event of default, as defined in the Indenture,
                 shall occur, the principal of all the bonds issued thereunder
                 may become or be declared due and payable, in the manner, with
                 the effect and subject to the conditions provided in the
                 Indenture.

                   Upon payment of the principal of, or premium, if any, or
                 interest on, the Strategic Fund Revenue Bonds, whether at
                 maturity or prior to maturity by redemption or otherwise or
                 upon provision for the payment thereof having been made in
                 accordance with the Strategic Fund Trust Indenture, bonds of
                 1999 Series CP in a principal amount equal to the principal
                 amount of such Strategic Fund Revenue Bonds and having both a
                 corresponding maturity date and interest rate shall, to the
                 extent of such payment of principal, premium or interest, be
                 deemed fully paid and the obligation of the Company thereunder
                 to make such payment shall forthwith cease and be discharged,
                 and, in the case of the payment of principal and premium, if
                 any, such bonds of said series shall be surrendered for
                 cancellation or presented for appropriate notation to the
                 Trustee.

                   This bond of 1999 Series CP shall be revoked upon surrender
                 to the Trustee by the Strategic Fund Trust Indenture Trustee,
                 and upon such revocation as provided in the Indenture, the
                 obligation of the Company thereunder to make any payments on
                 this bond shall forthwith cease and be discharged.

                   This bond is not assignable or transferable except as may be
                 required to effect a transfer to any successor trustee under
                 the Strategic Fund Trust Indenture, or, subject to compliance
                 with applicable law, as may be involved in the course of the
                 exercise of rights and remedies consequent upon an Event of
                 Default under the Strategic Fund Trust Indenture. Any such
                 transfer shall be made by the registered holder hereof, in
                 person or by his attorney duly authorized in writing, on the
                 books of the Company kept at its office or agency in the
                 Borough of Manhattan, The City and State of New York, upon
                 surrender and cancellation of this bond, and thereupon, a new
                 registered bond of the same series of authorized denominations
                 for a like aggregate principal amount will be issued to the
                 transferee in exchange therefor, and this bond with others in
                 like form may in like manner be exchanged for one or more new
                 bonds of the same series of other authorized denominations, but
                 of the same aggregate principal amount, all as provided and
                 upon the terms and conditions set forth in the Indenture, and
                 upon payment, in any event, of the charges prescribed in the
                 Indenture.

                   No recourse shall be had for the payment of the principal of
                 or the interest on this bond, or for any claim based hereon or
                 otherwise in respect hereof or of the Indenture, or of any
                 indenture supplemental thereto, against any incorporator, or
                 against any past, present or future stockholder, director or
                 officer, as such, of the Company, or of any predecessor or
                 successor corporation, either directly or through the Company
                 or any such predecessor or successor corporation, whether for
                 amounts unpaid on stock subscriptions or by virtue of any
                 constitution, statute or rule of law, or by the enforcement of
                 any assessment or penalty or otherwise howsoever; all such
                 liability being, by the acceptance hereof and as part of the
                 consideration for the issue hereof, expressly waived and
                 released by every holder or owner hereof, as more fully
                 provided in the Indenture.

                                 [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF
TRUSTEE'S
CERTIFICATE        This bond is one of the bonds, of the series designated
                 therein, described in the within-mentioned Indenture.

                                              BANKERS TRUST COMPANY,

                                                             as Trustee

                                              By
                                                --------------------------
                                                Authorized Officer
<PAGE>   32
                                       29

                                            PART IV.

                                    RECORDING AND FILING DATA

RECORDING AND
FILING OF ORIGINAL
INDENTURE.         The Original Indenture and indentures supplemental thereto
                 have been recorded and/or filed and Certificates of Provision
                 for Payment have been recorded as hereinafter set forth.

                   The Original Indenture has been recorded as a real estate
                 mortgage and filed as a chattel mortgage in the offices of the
                 respective Registers of Deeds of certain counties in the State
                 of Michigan as set forth in the Supplemental Indenture dated as
                 of September 1, 1947, has been recorded as a real estate
                 mortgage in the office of the Register of Deeds of Genesee
                 County, Michigan as set forth in the Supplemental Indenture
                 dated as of May 1, 1974, has been filed in the Office of the
                 Secretary of State of Michigan on November 16, 1951 and has
                 been filed and recorded in the office of the Interstate
                 Commerce Commission on December 8, 1969.

RECORDING AND
FILING OF
SUPPLEMENTAL
INDENTURES.        Pursuant to the terms and provisions of the Original
                 Indenture, indentures supplemental thereto heretofore entered
                 into have been recorded as a real estate mortgage and/or filed
                 as a chattel mortgage or as a financing statement in the
                 offices of the respective Registers of Deeds of certain
                 counties in the State of Michigan, the Office of the Secretary
                 of State of Michigan and the Office of the Interstate Commerce
                 Commission, as set forth in supplemental indentures as follows:

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       June 1, 1925(a)(b)..........  Series B Bonds                      February 1, 1940
                       August 1, 1927(a)(b)........  Series C Bonds                      February 1, 1940
                       February 1, 1931(a)(b)......  Series D Bonds                      February 1, 1940
                       June 1, 1931(a)(b)..........  Subject Properties                  February 1, 1940
                       October 1, 1932(a)(b).......  Series E Bonds                      February 1, 1940
                       September 25, 1935(a)(b)....  Series F Bonds                      February 1, 1940
                       September 1, 1936(a)(b).....  Series G Bonds                      February 1, 1940
                       November 1, 1936(a)(b)......  Subject Properties                  February 1, 1940
                       February 1, 1940(a)(b)......  Subject Properties                  September 1, 1947
                       December 1, 1940(a)(b)......  Series H Bonds and Additional       September 1, 1947
                                                       Provisions
                       September 1,                  Series I Bonds,                     November 15, 1951
                         1947(a)(b)(c).............    Subject Properties and
                                                       Additional Provisions
                       March 1, 1950(a)(b)(c)......  Series J Bonds                      November 15, 1951
                                                       and Additional Provisions
                       November 15,                  Series K Bonds                      January 15, 1953
                         1951(a)(b)(c).............    Additional Provisions and
                                                       Subject Properties
                       January 15, 1953(a)(b)......  Series L Bonds                      May 1, 1953
                       May 1, 1953(a)..............  Series M Bonds and Subject          March 15, 1954
                                                       Properties
                       March 15, 1954(a)(c)........  Series N Bonds and Subject          May 15, 1955
                                                       Properties
                       May 15, 1955(a)(c)..........  Series O Bonds and Subject          August 15, 1957
                                                       Properties
                       August 15, 1957(a)(c).......  Series P Bonds Additional           June 1, 1959
                                                       Provisions and Subject
                                                       Properties
                       June 1, 1959(a)(c)..........  Series Q Bonds and Subject          December 1, 1966
                                                       Properties
</TABLE>
<PAGE>   33
                                       30

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       December 1, 1966(a)(c)......  Series R Bonds Additional           October 1, 1968
                                                       Provisions and Subject
                                                       Properties
                       October 1, 1968(a)(c).......  Series S Bonds and Subject          December 1, 1969
                                                       Properties
                       December 1, 1969(a)(c)......  Series T Bonds and Subject          July 1, 1970
                                                       Properties
                       July 1, 1970(c).............  Series U Bonds and Subject          December 15, 1970
                                                       Properties
                       December 15, 1970(c)........  Series V and Series W Bonds         June 15, 1971
                       June 15, 1971(c)............  Series X Bonds and Subject          November 15, 1971
                                                       Properties
                       November 15, 1971(c)........  Series Y Bonds and Subject          January 15, 1973
                                                       Properties
                       January 15, 1973(c).........  Series Z Bonds and Subject          May 1, 1974
                                                       Properties
                       May 1, 1974.................  Series AA Bonds and Subject         October 1, 1974
                                                       Properties
                       October 1, 1974.............  Series BB Bonds and Subject         January 15, 1975
                                                       Properties
                       January 15, 1975............  Series CC Bonds and Subject         November 1, 1975
                                                       Properties
                       November 1, 1975............  Series DDP Nos. 1-9 Bonds and       December 15, 1975
                                                       Subject Properties
                       December 15, 1975...........  Series EE Bonds and Subject         February 1, 1976
                                                       Properties
                       February 1, 1976............  Series FFR Nos. 1-13 Bonds          June 15, 1976
                       June 15, 1976...............  Series GGP Nos. 1-7 Bonds and       July 15, 1976
                                                       Subject Properties
                       July 15, 1976...............  Series HH Bonds and Subject         February 15, 1977
                                                       Properties
                       February 15, 1977...........  Series MMP Bonds and Subject        March 1, 1977
                                                       Properties
                       March 1, 1977...............  Series IIP Nos. 1-7 Bonds, Series   June 15, 1977
                                                       JJP Nos. 1-7 Bonds, Series KKP
                                                       Nos. 1-7 Bonds and Series LLP
                                                       Nos. 1-7 Bonds
                       June 15, 1977...............  Series FFR No. 14 Bonds and         July 1, 1977
                                                       Subject Properties
                       July 1, 1977................  Series NNP Nos. 1-7 Bonds and       October 1, 1977
                                                       Subject Properties
                       October 1, 1977.............  Series GGP Nos. 8-22 Bonds and      June 1, 1978
                                                       Series OOP Nos. 1-17 Bonds and
                                                       Subject Properties
                       June 1, 1978................  Series PP Bonds, Series QQP Nos.    October 15, 1978
                                                       1-9 Bonds and Subject Properties
                       October 15, 1978............  Series RR Bonds and Subject         March 15, 1979
                                                       Properties
</TABLE>
<PAGE>   34
                                       31

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       March 15, 1979..............  Series SS Bonds and Subject         July 1, 1979
                                                       Properties
                       July 1, 1979................  Series IIP Nos. 8-22 Bonds, Series  September 1, 1979
                                                       NNP Nos. 8-21 Bonds and Series
                                                       TTP Nos. 1-15 Bonds and Subject
                                                       Properties
                       September 1, 1979...........  Series JJP No. 8 Bonds, Series KKP  September 15, 1979
                                                       No. 8 Bonds, Series LLP Nos.
                                                       8-15 Bonds, Series MMP No. 2
                                                       Bonds and Series OOP No. 18
                                                       Bonds and Subject Properties
                       September 15, 1979..........  Series UU Bonds                     January 1, 1980
                       January 1, 1980.............  1980 Series A Bonds and Subject     April 1, 1980
                                                       Properties
                       April 1, 1980...............  1980 Series B Bonds                 August 15, 1980
                       August 15, 1980.............  Series QQP Nos. 10-19 Bonds, 1980   August 1, 1981
                                                       Series CP Nos. 1-12 Bonds and
                                                       1980 Series DP No. 1-11 Bonds
                                                       and Subject Properties
                       August 1, 1981..............  1980 Series CP Nos. 13-25 Bonds     November 1, 1981
                                                       and Subject Properties
                       November 1, 1981............  1981 Series AP Nos. 1-12 Bonds      June 30, 1982
                       June 30, 1982...............  Article XIV Reconfirmation          August 15, 1982
                       August 15, 1982.............  1981 Series AP Nos. 13-14 and       June 1, 1983
                                                       Subject Properties
                       June 1, 1983................  1981 Series AP Nos. 15-16 and       October 1, 1984
                                                       Subject Properties
                       October 1, 1984.............  1984 Series AP and 1984 Series BP   May 1, 1985
                                                       Bonds and Subject Properties
                       May 1, 1985.................  1985 Series A Bonds                 May 15, 1985
                       May 15, 1985................  1985 Series B Bonds and Subject     October 15, 1985
                                                       Properties
                       October 15, 1985............  Series KKP No. 9 Bonds and Subject  April 1, 1986
                                                       Properties
                       April 1, 1986...............  1986 Series A and Subject           August 15, 1986
                                                       Properties
                       August 15, 1986.............  1986 Series B and Subject           November 30, 1986
                                                       Properties
                       November 30, 1986...........  1986 Series C                       January 31, 1987
                       January 31, 1987............  1987 Series A                       April 1, 1987
                       April 1, 1987...............  1987 Series B and 1987 Series C     August 15, 1987
                       August 15, 1987.............  1987 Series D and 1987 Series E     November 30, 1987
                                                       and Subject Properties
                       November 30, 1987...........  1987 Series F                       June 15, 1989
</TABLE>
<PAGE>   35
                                       32

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       June 15, 1989...............  1989 Series A                       July 15, 1989
                       July 15, 1989...............  Series KKP No. 10                   December 1, 1989
                       December 1, 1989............  Series KKP No. 11 and 1989 Series   February 15, 1990
                                                       BP
                       February 15, 1990...........  1990 Series A, 1990 Series B, 1990  November 1, 1990
                                                       Series C, 1990 Series D, 1990
                                                       Series E and 1990 Series F
                       November 1, 1990............  Series KKP No. 12                   April 1, 1991
                       April 1, 1991...............  1991 Series AP                      May 1, 1991
                       May 1, 1991.................  1991 Series BP and 1991 Series CP   May 15, 1991
                       May 15, 1991................  1991 Series DP                      September 1, 1991
                       September 1, 1991...........  1991 Series EP                      November 1, 1991
                       November 1, 1991............  1991 Series FP                      January 15, 1992
                       January 15, 1992............  1992 Series BP                      February 29, 1992 and
                                                                                         April 15, 1992
                       February 29, 1992...........  1992 Series AP                      April 15, 1992
                       April 15, 1992..............  Series KKP No. 13                   July 15, 1992
                       July 15, 1992...............  1992 Series CP                      November 30, 1992
                       July 31, 1992...............  1992 Series D                       November 30, 1992
                       April 1, 1986...............  1986 Series A and Subject           August 15, 1986
                                                       Properties
                       August 15, 1986.............  1986 Series B and Subject           November 30, 1986
                                                       Properties
                       November 30, 1986...........  1986 Series C                       January 31, 1987
                       January 31, 1987............  1987 Series A                       April 1, 1987
                       April 1, 1987...............  1987 Series B and 1987 Series C     August 15, 1987
                       August 15, 1987.............  1987 Series D and 1987 Series E     November 30, 1987
                                                       and Subject Properties
                       November 30, 1987...........  1987 Series F                       June 15, 1989
                       June 15, 1989...............  1989 Series A                       July 15, 1989
                       July 15, 1989...............  Series KKP No. 10                   December 1, 1989
                       December 1, 1989............  Series KKP No. 11 and 1989 Series   February 15, 1990
                                                       BP
                       February 15, 1990...........  1990 Series A, 1990 Series B, 1990  November 1, 1990
                                                       Series C, 1990 Series D, 1990
                                                       Series E and 1990 Series F
                       November 1, 1990............  Series KKP No. 12                   April 1, 1991
                       April 1, 1991...............  1991 Series AP                      May 1, 1991
                       May 1, 1991.................  1991 Series BP and 1991 Series CP   May 15, 1991
                       May 15, 1991................  1991 Series DP                      September 1, 1991
                       September 1, 1991...........  1991 Series EP                      November 1, 1991
                       November 1, 1991............  1991 Series FP                      January 15, 1992
                       January 15, 1992............  1992 Series BP                      February 29, 1992 and
                                                                                         April 15, 1992
                       February 29, 1992...........  1992 Series AP                      April 15, 1992
                       April 15, 1992..............  Series KKP No. 13                   July 15, 1992
                       July 15, 1992...............  1992 Series CP                      November 30, 1992
</TABLE>
<PAGE>   36
                                       33

<TABLE>
<CAPTION>
                                                                                            RECORDED AND/OR
                                                                                         FILED AS SET FORTH IN
                               SUPPLEMENTAL                      PURPOSE OF                  SUPPLEMENTAL
                                INDENTURE                       SUPPLEMENTAL                   INDENTURE
                               DATED AS OF                       INDENTURE                   DATED AS OF:
                               ------------                     ------------             ---------------------
                       <S>                           <C>                                 <C>
                       November 30, 1992...........  1992 Series E and 1993 Series D     March 15, 1993
                       December 15, 1992...........  Series KKP No. 14 and 1989 Series   March 15, 1992
                                                       BP No. 2
                       January 1, 1993.............  1993 Series C                       April 1, 1993
                       March 1, 1993...............  1993 Series E                       June 30, 1993
                       March 15, 1993..............  1993 Series D                       September 15, 1993
                       April 1, 1993...............  1993 Series FP and 1993 Series IP   September 15, 1993
                       April 26, 1993..............  1993 Series G and Amendment of      September 15, 1993
                                                       Article II, Section 5
                       May 31, 1993................  1993 Series J                       September 15, 1993
                       September 15, 1993..........  1993 Series K                       March 1, 1994
                       March 1, 1994...............  1994 Series AP                      June 15, 1994
                       June 15, 1994...............  1994 Series BP                      December 1, 1994
                       August 15, 1994.............  1994 Series C                       December 1, 1994
                       December 1, 1994............  Series KKP No. 15 and 1994 Series   August 1, 1995
                                                       DP
                       August 1, 1995..............  1995 Series A Bond                  August 15, 1999
                                                       1995 Series DP
</TABLE>

                -----------------------------------------
                (a) See Supplemental Indenture dated as of July 1, 1970 for
                    Interstate Commerce Commission filing and recordation
                    information.

                (b) See Supplemental Indenture dated as of May 1, 1953 for
                    Secretary of State of Michigan filing information.

                (c) See Supplemental Indenture dated as of May 1, 1974 for
                    County of Genesee, Michigan recording and filing
                    information.
<PAGE>   37
                                       34

                   Further, pursuant to the terms and provisions of the Original
                 Indenture, a Supplemental Indenture dated as August 1, 1995
                 providing for the terms of bonds to be issued thereunder of
                 1995 Series AP and 1995 Series BP has heretofore been entered
                 into between the Company and the Trustee and has been filed in
                 the Office of the Secretary of State of Michigan as a financing
                 statement on August 10, 1995 (Filing No. 59342B), has been
                 filed and recorded in the Office of the Surface Transportation
                 Board (formerly the Interstate Commerce Commission)
                 (Recordation No. 5485-QQQQ) on August 10, 1995, and has been
                 recorded as a real estate mortgage in the offices of the
                 respective Register of Deeds of certain counties in the State
                 of Michigan, as follows:

<TABLE>
<CAPTION>
                                                                                LIBER OF
                                                                                MORTGAGES
                                                                                OR COUNTY
                                           COUNTY                     RECORDED   RECORDS      PAGE
                                           ------                     --------  ---------     ----
                        <S>                                           <C>       <C>         <C>
                        Genesee.....................................  8/10/95   3180         138-172
                        Huron.......................................  8/10/95   652          115-149
                        Ingham......................................  8/10/95   2280         356-390
                        Lapeer......................................  8/10/95   0910        0795-0829
                        Lenawee.....................................  8/10/95   1370         801-835
                        Livingston..................................  8/10/95   1947        0308-0342
                        Macomb......................................  8/10/95   06723        591-625
                        Mason.......................................  8/10/95   455          548-582
                        Monroe......................................  8/10/95   1455        0070-0104
                        Oakland.....................................  8/10/95   15581        855-889
                        St. Clair...................................  8/10/95   1441          60-94
                        Sanilac.....................................  8/10/95   473          345-379
                        Tuscola.....................................  8/10/95   677          434-468
                        Washtenaw...................................  8/10/95   3140         397-431
                        Wayne.......................................  8/10/95   28203        815-849
</TABLE>
<PAGE>   38
                                       35

RECORDING OF
CERTIFICATES
OF PROVISION
FOR PAYMENT.       All the bonds of Series A which were issued under the
                 Original Indenture dated as of October 1, 1924, and of Series
                 B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z,
                 AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos. 1-22, HH, IIP
                 Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9, LLP Nos. 1-15, NNP Nos.
                 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU, 1980
                 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11,
                 1981 Series AP Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985
                 Series A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
                 No. 2, 1989 Series A and 1993 Series D which were issued under
                 Supplemental Indentures dated as of, respectively, June 1,
                 1925, August 1, 1927, February 1, 1931, October 1, 1932,
                 September 25, 1935, September 1, 1936, December 1, 1940,
                 September 1, 1947, November 15, 1951, January 15, 1953, May 1,
                 1953, March 15, 1954, May 15, 1955, August 15, 1957, December
                 15, 1970, November 15, 1971, January 15, 1973, May 1, 1974,
                 October 1, 1974, January 15, 1975, November 1, 1975, February
                 1, 1976, June 15, 1976, July 15, 1976, October 1, 1977, March
                 1, 1977, July 1, 1979, March 1, 1977, March 1, 1977, March 1,
                 1977, September 1, 1979, July 1, 1977, July 1, 1979, September
                 15, 1979, October 1, 1977, June 1, 1978, October 1, 1977, July
                 1, 1979, January 1, 1980, August 15, 1980, November 1, 1981,
                 October 1, 1984, May 1, 1985, May 15, 1985, January 31, 1987,
                 June 1, 1978, October 15, 1978, December 15, 1975, February 15,
                 1977, September 1, 1979, June 15, 1989 and March 15, 1993 have
                 matured or have been called for redemption and funds sufficient
                 for such payment or redemption have been irrevocably deposited
                 with the Trustee for that purpose; and Certificates of
                 Provision for Payment have been recorded in the offices of the
                 respective Registers of Deeds of certain counties in the State
                 of Michigan, with respect to all bonds of Series A, B, C, D, E,
                 F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3,
                 GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1
                 and GGP No. 8.

                                             PART V.

                                          THE TRUSTEE.

TERMS AND
CONDITIONS OF
ACCEPTANCE OF
TRUST BY TRUSTEE.  The Trustee hereby accepts the trust hereby declared and
                 provided, and agrees to perform the same upon the terms and
                 conditions in the Original Indenture, as amended to date and as
                 supplemented by this Supplemental Indenture, and in this
                 Supplemental Indenture set forth, and upon the following terms
                 and conditions:

                   The Trustee shall not be responsible in any manner whatsoever
                 for and in respect of the validity or sufficiency of this
                 Supplemental Indenture or the due execution hereof by the
                 Company or for or in respect of the recitals contained herein,
                 all of which recitals are made by the Company solely.

                                            PART VI.

                                         MISCELLANEOUS.

CONFIRMATION OF
SECTION 318(C) OF
TRUST INDENTURE
ACT.               Except to the extent specifically provided therein, no
                 provision of this supplemental indenture or any future
                 supplemental indenture is intended to modify, and the parties
                 do hereby adopt and confirm, the provisions of Section 318(c)
                 of the Trust Indenture Act which amend and supercede provisions
                 of the Indenture in effect prior to November 15, 1990.

EXECUTION IN
COUNTERPARTS.      THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN
                 ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED
                 SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL
                 TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
<PAGE>   39
                                       36

TESTIMONIUM.       IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANKERS
                 TRUST COMPANY HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR
                 RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE
                 BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS,
                 TREASURERS OR ASSISTANT TREASURERS AND IMPRESSED WITH THEIR
                 RESPECTIVE CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE
                 SECRETARIES, ASSISTANT SECRETARIES, TREASURERS OR ASSISTANT
                 TREASURERS ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
                                              THE DETROIT EDISON COMPANY,

                 (Corporate Seal)             By      /s/ N. A. KHOURI
                                                 -------------------------------
                                                          N. A. Khouri
                                                      Assistant Treasurer

EXECUTION.       Attest:
                     /s/ JACK L. SOMERS
                  -----------------------------
                        Jack L. Somers
                 Assistant Corporate Secretary

                 Signed, sealed and delivered
                 by THE
                 DETROIT EDISON COMPANY, in
                 the
                 presence of

                        /s/ K. HIER
                  -----------------------------
                            K. Hier

                     /s/ W. A. HORWATH
                  -----------------------------
                         W. A. Horwath

                 STATE OF MICHIGAN
                                                SS.:
                 COUNTY OF WAYNE

ACKNOWLEDGMENT
OF EXECUTION
BY COMPANY.        On this 11th day of August, 1999, before me, the subscriber,
                 a Notary Public within and for the County of Wayne, in the
                 State of Michigan, personally appeared N. A. Khouri, to me
                 personally known, who, being by me duly sworn, did say that he
                 does business at 2000 2nd Avenue, Detroit, Michigan 48226-1279
                 and is the Assistant Treasurer of THE DETROIT EDISON COMPANY,
                 one of the corporations described in and which executed the
                 foregoing instrument; that he knows the corporate seal of the
                 said corporation and that the seal affixed to said instrument
                 is the corporate seal of said corporation; and that said
                 instrument was signed and sealed in behalf of said corporation
                 by authority of its Board of Directors and that he subscribed
                 his name thereto by like authority; and said N. A. Khouri,
                 acknowledged said instrument to be the free act and deed of
                 said corporation.

                                                    /s/ GERALDINE GREEN
                                               ---------------------------------
                                                       Geraldine Green
                 (Notarial Seal)                        Notary Public
                                                        Oakland County, MI
                                                    My Commission Expires
                                                      September 22, 2001
                                                 (Acting in Wayne County, MI)
<PAGE>   40
                                       37

<TABLE>
<S>                      <C>                                              <C>
                                                                          BANKERS TRUST COMPANY,
                         (Corporate Seal)                                          By         /s/ MARC J. PARILLA
                                                                          ------------------------------------------------
                                                                                          Marc J. Parilla
                                                                                      Assistant Vice President

                                             Attest:
                                      /s/ EDNORA G. LINARES
                         ------------------------------------------------
                                        Ednora G. Linares
                                     Assistant Vice President
                                 Signed, sealed and delivered by
                                  BANKERS TRUST COMPANY, in the
                                           presence of
                                      /s/ TRACY A. SALZMANN
                         ------------------------------------------------
                                        Tracy A. Salzmann
                                       /s/ TSEWANG NAMGYAL
                         ------------------------------------------------
                                         Tsewang Namgyal
</TABLE>

<TABLE>
<S>                      <C>                                           <C>

                                       STATE OF NEW YORK
                                             SS.:
                                      COUNTY OF NEW YORK
</TABLE>

<TABLE>
<S>                      <C>

ACKNOWLEDGEMENT          On this 12th day of August, 1999, before me, the subscriber,
OF EXECUTION             a Notary Public within and for the County of New York, in
BY TRUSTEE.              the State of New York, personally appeared Marc J. Parilla,
                         to me personally known, who, being by me duly sworn, did say
                         that his business office is located at Four Albany Street,
                         New York, New York 10015, and he is Assistant Vice President
                         of BANKERS TRUST COMPANY, one of the corporations described
                         in and which executed the foregoing instrument; that he
                         knows the corporate seal of the said corporation and that
                         the seal affixed to said instrument is the corporate seal of
                         said corporation; and that said instrument was signed and
                         sealed in behalf of said corporation by authority of its
                         Board of Directors and that he subscribed his name thereto
                         by like authority; and said              acknowledged said
                         instrument to be the free act and deed of said corporation.
</TABLE>

<TABLE>
<S>                      <C>                                           <C>
                                        (Notarial Seal)
                                                                                        /s/ BORIS TREYGER
                                                                       ---------------------------------------------------
                                                                                Notary Public, State of New York
                                                                                         No. 01TR6016003
                                                                                    Qualified in Kings County
                                                                                 Commission Expires Nov. 9, 2000
</TABLE>
<PAGE>   41
                                       38

STATE OF MICHIGAN
                               SS.:
COUNTY OF WAYNE

<TABLE>
<S>                      <C>

AFFIDAVIT AS TO          N.A. Khouri, being duly sworn, says: that he is the
CONSIDERATION            Assistant Treasurer of THE DETROIT EDISON COMPANY, the
AND GOOD FAITH.          Mortgagor named in the foregoing instrument, and that he has
                         knowledge of the facts in regard to the making of said
                         instrument and of the consideration therefor; that the
                         consideration for said instrument was and is actual and
                         adequate, and that the same was given in good faith for the
                         purposes in such instrument set forth.
</TABLE>

<TABLE>
<S>                      <C>                                              <C>
                                                                                          /s/ N.A. KHOURI
                                                                          ------------------------------------------------
                                                                                            N.A. Khouri

                              Sworn to before me this 11(th) day of
                                           August, 1999

                                       /s/ GERALDINE GREEN
                         ------------------------------------------------
                                  Geraldine Green, Notary Public
                                        Oakland County, MI
                               My Commission Expires Sept. 22, 2001
                                   (Acting in Wayne County, MI)
                                         (Notarial Seal)
                          This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan
                                                                       48226
</TABLE>