<PAGE>   1
                                                                   EXHIBIT 4-191



                              EXECUTED IN 50 COUNTERPARTS
                              OF WHICH THIS IS COUNTERPART NO. 36


                           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 March 1, 1993

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


                   SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
                           DATED AS OF OCTOBER 1, 1924
                                  PROVIDING FOR
                  (a) SECURED MEDIUM-TERM NOTES, 1993 SERIES E,
                                       AND
                          (b) RECORDING AND FILING DATA


<PAGE>   2
                                        i

                               TABLE OF CONTENTS*
                                 --------------


                                                                            Page
                                                                            ----
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 1993 Series E ................................................    5
 Further assurance ........................................................    5
 Authorization of Supplemental Indenture ..................................    5
 Consideration for Supplemental Indenture .................................    5

                                     PART I.
                        CREATION OF THREE HUNDRED FOURTH
                                 SERIES OF BONDS

                                  1993 SERIES E

Sec. 1. Terms of Bonds of 1993 Series E ...................................    6
Sec. 2. Redemption of Bonds of 1993 Series E ..............................    7
        Exchange and transfer .............................................    8
Sec. 3. Consent ...........................................................    8
Sec. 4. Form of Bonds of 1993 Series E ....................................    9
        Form of Trustee's Certificate .....................................   15

                                    PART II.

                            RECORDING AND FILING DATA

Recording and filing of Original Indenture ................................   17
Recording and filing of Supplemental Indentures ...........................   17
Recording of Certificates of Provision for Payment ........................   21

                                    PART III.

                                   THE TRUSTEE

Terms and conditions of acceptance of trust by Trustee ....................   21

                                    PART IV.

                                  MISCELLANEOUS

Confirmation of Section 318 (c) of Trust Indenture Act ....................   21
Execution in Counterparts .................................................   21
Testimonium ...............................................................   22
Execution and Acknowledgements ............................................   22
Affidavit as to consideration and good faith ..............................   24
---------------
* This Table of Contents shall not have any bearing upon the interpretation of
  any of the terms or provisions of this Indenture.


<PAGE>   3

                                        1

PARTIES.             SUPPLEMENTAL INDENTURE, dated as of the first day of March,
                   in the year one thousand nine hundred and ninety-three,
                   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             WHEREAS, the Company has heretofore executed and delivered 
INDENTURE AND      its Mortgage and Deed of Trust (hereinafter referred to as of
SUPPLEMENTALS.     the "Original Indenture"), dated 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 and
                   January 1, 1993 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             WHEREAS, the Indenture provides that said bonds shall 
BONDS UNDER        be issuable in one or more series, and makes provision that 
INDENTURE.         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     WHEREAS, bonds in the principal amount of Six billion seven
ISSUED.            hundred sixty-six million five hundred ninety-seven thousand 
                   dollars ($6,766,597,000) have heretofore been issued under
                   the Indenture as follows, viz:
<TABLE>
                     <S>     <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,
                         (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,
</TABLE>                                                       



<PAGE>   4

                                        2

<TABLE>
                   <S>       <C>                               <C>             
                        (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 0                 - 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,
                    (99-106) Bonds of Series KKP Nos. 1-8      - Principal Amount $14,890,000,
                   (107-121) Bonds of Series LLP Nos. 1-15     - Principal Amount $8,850,000,
                   (122-142) Bonds of Series NNP Nos. 1-21     - Principal Amount $47,950,000,
                   (143-160) Bonds of Series OOP Nos. 1-18     - Principal Amount $18,880,000,
                   (161-177) Bonds of Series QQP Nos. 1-17     - Principal Amount $12,780,000,
                   (178-192) Bonds of Series TTP Nos. 1-15     - Principal Amount $3,800,000,
                       (193) Bonds of 1980 Series A            - Principal Amount $50,000,000,
                   (194-218) Bonds of 1980 Series CP Nos. 1-25 - Principal Amount $35,000,000,   
                   (219-229) Bonds of 1980 Series DP Nos. 1-11 - Principal Amount $10,750,000,  
                   (230-243) Bonds of 1981 Series AP Nos. 1-14 - Principal Amount $59,000,000,  
                       (244) Bonds of 1985 Series A            - Principal Amount $35,000,000, 
                       (245) Bonds of 1985 Series B            - Principal Amount $50,000,000,                 
                       (246) Bonds of Series PP                - Principal Amount $70,000,000, 
                       (247) Bonds of Series RR                - Principal Amount $70,000,000, 
                       (248) Bonds of Series EE                - Principal Amount $50,000,000,                          
                   (249-250) Bonds of Series MMP and MMP
                             No. 2                             - Principal Amount $5,430,000,
                       (251) Bonds of Series T                 - Principal Amount $75,000,000,   
                       (252) Bonds of Series U                 - Principal Amount $75,000,000, 
                       (253) Bonds of 1986 Series B            - Principal Amount $100,000,000, 
                       (254) Bonds of 1987 Series D            - Principal Amount $250,000,000, 
                       (255) Bonds of 1987 Series E            - Principal Amount $150,000,000, 
</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;

                   (256) Bonds of Series R in the principal amount of One
                   hundred million dollars ($100,000,000), all of which are
                   outstanding at the date hereof;

                   (257) Bonds of Series S in the principal amount of One
                   hundred fifty million dollars ($150,000,000), all of which
                   are outstanding at the date hereof;

                   (258) Bonds of Series V in the principal amount of One
                   hundred million dollars ($100,000,000), all of which are
                   outstanding at the date hereof;

                   (259) Bonds of Series X in the principal amount of One
                   hundred million dollars ($100,000,000), all of which are
                   outstanding at the date hereof;

                   (260) Bonds of Series Y in the principal amount of Sixty
                   million dollars ($60,000,000), all of which are outstanding
                   at the date hereof;

<PAGE>   5

                                        3

                   (261) Bonds of Series Z in the principal amount of One
                   hundred million dollars ($100,000,000), all of which are
                   outstanding at the date hereof;

                   (262-267) Bonds of Series KKP Nos. 9-14 in the principal
                   amount of One hundred ninety-three million two hundred ninety
                   thousand dollars ($193,290,000), all of which are outstanding
                   at the date hereof;

                   (268-269) Bonds of Series QQP Nos. 18-19 in the principal
                   amount of Eight hundred seventy thousand dollars ($870,000),
                   all of which are outstanding at the date hereof;

                   (270) Bonds of Series SS in the principal amount of One
                   hundred fifty million dollars ($150,000,000), of which One
                   hundred ten million dollars ($110,000,000) principal amount
                   have heretofore been retired and Forty million dollars
                   ($40,000,000) principal amount are outstanding at the date
                   hereof;

                   (271) Bonds of 1980 Series B in the principal amount of One
                   hundred million dollars ($100,000,000), of which
                   Seventy-three million one hundred fifty thousand dollars
                   ($73,150,000) principal amount have heretofore been retired
                   and Twenty-six million eight hundred fifty thousand dollars
                   ($26,850,000) principal amount are outstanding at the date
                   hereof;

                   (272-273) Bonds of 1981 Series AP Nos. 15-16 in the principal
                   amount of Sixty-five million dollars ($65,000,000), all of
                   which are outstanding at the date hereof;

                   (274) Bonds of 1984 Series AP in the principal amount of Two
                   million four hundred thousand dollars ($2,400,000), all of
                   which are outstanding at the date hereof;

                   (275) Bonds of 1984 Series BP in the principal amount of
                   Seven million seven hundred fifty thousand dollars
                   ($7,750,000), all of which are outstanding at the date 
                   hereof;

                   (276) Bonds of 1986 Series A in the principal amount of Two
                   hundred million dollars ($200,000,000), all of which are
                   outstanding at the date hereof;

                   (277) Bonds of 1986 Series C in the principal amount of Two
                   hundred million dollars ($200,000,000), all of which are
                   outstanding at the date hereof;

                   (278) Bonds of 1987 Series A in the principal amount of Three
                   hundred million dollars ($300,000,000), all of which are
                   outstanding at the date hereof;

                   (279) Bonds of 1987 Series B in the principal amount of One
                   hundred seventy-five million dollars ($175,000,000), all of
                   which are outstanding at the date hereof;

                   (280) Bonds of 1987 Series C in the principal amount of Two
                   hundred twenty-five million dollars ($225,000,000), all of
                   which are outstanding at the date hereof;

                   (281) Bonds of 1987 Series F in the principal amount of Two
                   hundred million dollars ($200,000,000), all of which are
                   outstanding at the date hereof;

                   (282) Bonds of 1989 Series A in the principal amount of Three
                   hundred million dollars ($300,000,000), all of which are
                   outstanding at the date hereof;

                   (283) 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;

                   (284) 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 Eighteen million eight
                   hundred thirty-seven thousand dollars ($18,837,000) principal
                   amount have heretofore been retired and One hundred
                   seventy-five million eight hundred twelve thousand dollars
                   ($175,812,000) principal amount are outstanding at the date
                   hereof;

                   (285) 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 Twenty-


<PAGE>   6

                                        4

                   eight million five hundred forty-eight thousand dollars
                   ($28,548,000) principal amount have heretofore been retired
                   and Two hundred twenty-eight million three hundred eighty-
                   four thousand dollars ($228,384,000) principal amount are
                   outstanding at the date hereof;

                   (286) Bonds of 1990 Series C in the principal amount of
                   Eighty-five million four hundred seventy-five thousand
                   dollars ($85,475,000) of which Ten million two hundred
                   fifty-seven thousand dollars ($10,257,000) principal amount
                   have heretofore been retired and Seventy-five million two
                   hundred eighteen thousand dollars ($75,218,000) principal
                   amount are outstanding at the date hereof;

                   (287) 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;

                   (288) 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;

                   (289) 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;

                   (290) 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;

                   (291) 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;

                   (292) 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;

                   (293) 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;

                   (294) 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;

                   (295) Bonds of 1992 Series D in the principal amount of Three
                   hundred million dollars ($300,000,000), all of which are
                   outstanding at the date hereof;

                   (296) 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;

                   (297) 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;

                   (298) 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;

                   (299) Bonds of 1993 Series C in the principal amount of Two
                   hundred twenty-five million dollars ($225,000,000), all of
                   which are outstanding at the date hereof;

                   (300) 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;

                   and, accordingly, of the bonds so issued, Four billion one
                   hundred forty-three million six hundred fifty-four thousand
                   dollars ($4,143,654,000) principal amount are outstanding at
                   the date hereof; and


<PAGE>   7

                                        5

REASON FOR           WHEREAS, the Company desires to provide funds to refund or 
CREATION OF        replace funds utilized by the Company for the purpose of 
NEW SERIES.        meeting (or replacing corporate funds utilized for such 
                   purposes) debt and Preferred and Preference Stock refundings
                   (including optional redemptions) and for this purpose desires
                   to issue and sell a new series of bonds to be issued under
                   the Indenture in the aggregate principal amount of up to Four
                   hundred million dollars ($400,000,000) to be authenticated
                   and delivered pursuant to Section 8 of Article III of the
                   Indenture; and 

BONDS TO BE          WHEREAS, the Company desires by this Supplemental Indenture
1993 Series E.     to create such new series of bonds, to be designated "Secured
                   Medium-Term Notes, 1993 Series E"; and

FURTHER              WHEREAS, the Original Indenture, by its terms, includes in
ASSURANCE.         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     WHEREAS, the Company in the exercise of the powers and 
SUPPLEMENTAL       authority conferred upon and reserved to it under and by
INDENTURE.         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 

                     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    NOW, THEREFORE, THIS INDENTURE WITNESSETH:  That The 
SUPPLEMENTAL       Detroit Edison Company, in consideration of the premises and 
INDENTURE.         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:


<PAGE>   8
                                        6

                                     PART I.
                            CREATION OF THREE HUNDRED
                                     FOURTH
                                SERIES OF BONDS.
                           SECURED MEDIUM-TERM NOTES,
                                  1993 SERIES E

TERMS OF BONDS       SECTION 1. The Company hereby creates the Three hundred 
OF 1993 SERIES E.  fourth series of General and Refunding Mortgage 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 "Secured Medium-Term
                   Notes, 1993 Series E" (elsewhere herein referred to as the
                   "bonds of 1993 Series E"). The aggregate principal amount of
                   bonds of 1993 Series E, which shall be issued from time to
                   time, shall be limited to Four hundred million dollars
                   ($400,000,000), except as provided in Sections 7 and 13 of
                   Article II of the Original Indenture with respect to
                   exchanges and replacements of bonds. 

                     The bonds of 1993 Series E shall be issued as registered
                   bonds without coupons in denominations of $1,000 and any
                   multiple thereof. Each bond of 1993 Series E shall mature on
                   such date not less than two years from date of issue, shall
                   bear interest at such rate or rates and have such other terms
                   and provisions not inconsistent with the Indenture as may be
                   set forth in a Certificate filed by the Company with the
                   Trustee referring to this Supplemental Indenture; interest on
                   bonds of 1993 Series E shall be payable semi-annually on
                   interest payment dates specified by the Company and at
                   maturity; and thereafter until the Company's obligation with
                   respect to the payment of said principal shall have been
                   discharged as provided in the Indenture. Except as otherwise
                   specifically provided in this Supplemental Indenture, the
                   principal of and interest on the bonds of 1993 Series E shall
                   be payable at the office or agency of the Company in the
                   Borough of Manhattan, The City of New York, The 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. The interest on bonds of 1993 Series E,
                   whether in temporary or definitive form, shall be payable
                   without presentation of such bonds and (subject to the
                   provisions of this Section 1) only to or upon the written
                   order of the registered holders thereof.

                     Each bond of 1993 Series E shall be dated the date of its
                   authentication.

                     The bonds of 1993 Series E 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 denomination of
                   bonds of 1993 Series E). Until bonds of 1993 Series E 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 1993
                   Series E in temporary form, as provided in Section 10 of
                   Article II of the Indenture. Temporary bonds of 1993 Series
                   E, if any, may be printed and may be issued in authorized
                   denominations in substantially the form of definitive bonds
                   of 1993 Series E.


<PAGE>   9
                                        7

                     Interest on any bond of 1993 Series E which is payable on 
                   any interest payment date and is punctually paid or duly
                   provided for shall be paid to the person in whose name that
                   bond, or any previous bond to the extent evidencing the same
                   debt as that evidenced by that bond, is registered at the
                   close of business on the regular record date for such
                   interest, which regular record date shall be specified by the
                   Company. If the Issue Date of the bonds of 1993 Series E of a
                   designated interest rate and maturity is after the record
                   date, such bonds shall bear interest from the Issue Date but
                   payment of interest shall commence on the second interest
                   payment date succeeding the Issue Date. "Issue Date" with
                   respect to bonds of 1993 Series E of a designated interest
                   rate and maturity shall mean the date of first authentication
                   of bonds of such designated interest rate and maturity. If
                   the Company shall default in the payment of the interest due
                   on any interest payment date on the principal represented by
                   any bond of 1993 Series E, such defaulted interest shall
                   forthwith cease to be payable to the registered holder of
                   that bond on the relevant regular record date by virtue of
                   his having been such holder, and such defaulted interest may
                   be paid to the registered holder of that bond (or any bond or
                   bonds of 1993 Series E issued upon transfer or exchange
                   thereof) on the date of payment of such defaulted interest
                   or, at the election of the Company, to the person in whose
                   name that bond (or any bond or bonds of 1993 Series E issued
                   upon transfer or exchange thereof) is registered on a
                   subsequent record date established by notice given by mail by
                   or on behalf of the Company to the holders of bonds of 1993
                   Series E not less than ten (10) days preceding such
                   subsequent record date, which subsequent record date shall be
                   at least five (5) days prior to the payment date of such
                   defaulted interest.

REDEMPTION OF        SECTION 2. The bonds of 1993 Series E may be redeemable 
 BONDS OF 1993     prior to stated maturity in the manner set forth in a 
 SERIES E          Certificate filed by the Company with the Trustee.

                     The bonds of 1993 Series E may be redeemable as aforesaid 
                   and except as otherwise provided herein, and as specified in
                   Article IV of the Indenture upon giving notice of such
                   redemption by first class mail, postage prepaid, by or on
                   behalf of the Company at least thirty (30) days, but not more
                   than ninety (90) days, prior to the date fixed for redemption
                   to the registered holders of bonds of 1993 Series E so called
                   for redemption at their last respective addresses appearing
                   on the register thereof, but failure to mail such notice to
                   the registered holders of any bonds of 1993 Series E
                   designated for redemption shall not affect the validity of
                   any such redemption of any other bonds of such series.
                   Interest shall cease to accrue on any bonds of 1993 Series E
                   (or any portion thereof) so called for redemption from and
                   after the date fixed for redemption if payment sufficient to
                   redeem the bonds of 1993 Series E (or such portion)
                   designated for redemption has been duly provided for. Bonds
                   of 1993 Series E redeemed in part only shall be in amounts of
                   $1,000 or any multiple thereof.

                     If the giving of the notice of redemption shall have been
                   completed, or if provision satisfactory to the Trustee for
                   the giving of such notice shall have been made, and if the
                   Company shall have deposited with the Trustee in trust funds
                   (which shall have become available for payment to the holders
                   of the bonds of 1993 Series E so to be redeemed) sufficient
                   to redeem bonds of 1993 Series E in whole or in part, on the
                   date fixed for redemption, then all obligations of the
                   Company in respect of such bonds (or portions thereof) so to
                   be redeemed and interest due or to become due thereon shall
                   cease and be discharged and the holders of such bonds of 1993
                   Series E (or portions thereof) shall thereafter be restricted
                   exclusively to such funds for any and all claims of
                   whatsoever nature on their part under the Indenture or in
                   respect of such bonds (or portions thereof) and interest.

                     The bonds of 1993 Series E may be entitled to or subject to
                   any sinking fund specified in a Certificate filed by the
                   Company with the Trustee.

<PAGE>   10

                                       8


EXCHANGE AND         At the option of the registered holder, any bonds of 1993 
TRANSFER.          Series E, upon surrender thereof for cancellation at the 
                   office or agency of the Company in the Borough of Manhattan,
                   The City of New York, The 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,
                   shall be exchangeable for a like aggregate principal amount
                   of bonds of 1993 Series E subject to the same terms and
                   conditions of other authorized denominations, upon the terms
                   and conditions specified herein and in Section 7 of Article
                   II of the Indenture. Bonds of 1993 Series E shall be
                   transferable at the office or agency of the Company in the
                   Borough of Manhattan, The City of New York, The State of New
                   York. The Company waives its rights under Section 7 of
                   Article II of the Indenture not to make exchanges or
                   transfers of bonds of 1993 Series E during any period of ten
                   (10) days next preceding any interest payment date for such
                   bonds.

                     Bonds of 1993 Series E, 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
                   with the rules or regulations of any stock exchange or to
                   conform to usage with respect thereto.

CONSENT.             SECTION 3. The holders of the bonds of 1993 Series E, by 
                   their acceptance of and holding thereof, consent and agree
                   that bonds of any series may be issued which mature on a date
                   or dater, later than October 1, 2024 and also consent to the
                   deletion from the first paragraph of Section 5 of Article II
                   of the Indenture of the phrase "but in no event later than
                   October 1, 2024". Such holders further agree that (a) such
                   consent shall, for all purposes of Article XV of the
                   Indenture and without further action on the part of such
                   holders, be deemed the affirmative vote of such holders at
                   any meeting called pursuant to said Article XV for the
                   purpose of approving such deletion, and (b) such deletion
                   shall become effective at such time as not less than
                   eighty-five per cent (85%) in principal amount of bonds
                   outstanding under the Indenture shall have consented thereto
                   substantially in the manner set forth in this Section 3, or
                   in writing, or by affirmative vote cast at a meeting called
                   pursuant to said Article XV, or by any combination thereof.

                     The holders of bonds of the 1993 Series E consent that the
                   Company may, but shall not be obligated to, fix a record date
                   for the purpose of determining the holders of bonds of 1993
                   Series E entitled to consent to any amendment, supplement or
                   waiver. If a record date is fixed, those persons who were
                   holders at such record date (or their duly designated
                   proxies), and only those persons, shall be entitled to
                   consent to such amendment, supplement or waiver or to revoke
                   any consent previously given, whether or not such persons
                   continue to be holders after such record date. No such
                   consent shall be valid or effective for more than 90 days
                   after such record date.


<PAGE>   11

                                        9

FORM OF              SECTION 4. The bonds of 1993 Series E and the form of 
BONDS OF           Trustee's Certificate to  be endorsed on such bonds shall be
1993 SERIES E.     substantially in the following forms, respectively:

                                 [FORM OF BOND)
                           THE DETROIT EDISON COMPANY
                            SECURED MEDIUM-TERM NOTE
                                  1993 Series E

                     Unless and until this Bond is exchanged in whole or in part
                   for certified Bonds registered in the names of the various
                   beneficial holders hereof as then certified to the Trustee by
                   The Depositary Trust Company or its successor (the
                   "Depositary"), this Bond may not be transferred except as a
                   whole by the Depositary to a nominee of the Depositary or by
                   a nominee of the Depositary to the Depositary or another
                   nominee of the Depositary or by the Depositary or any such
                   nominee to a successor Depositary or a nominee of such
                   successor Depositary. Unless this certificate is presented by
                   an authorized representative of the Depositary to the issuer
                   or its agent for registration of transfer, exchange or
                   payment, and any certificate to be issued is registered in
                   the name of Cede & Co. or such other name as requested by an
                   authorized representative of the Depositary and any amount
                   payable thereunder is made payable to Cede & Co. or such
                   other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
                   VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
                   registered owner hereof, Cede & Co., has an interest herein.

                     This Bond may be exchanged for certificated Bonds 
                   registered in the names of the various beneficial owners
                   hereof only if (a) the Depositary is at any time unwilling or
                   unable to continue as depositary and a successor depositary
                   is not appointed by the issuer within 90 days, or (b) the
                   issuer, the Trustee and the Depositary consent to such
                   exchange.
           
                     If applicable, the "Amount of OID", the "Original Issue
                   Date", the "Yield to Maturity", and the "Short Accrual Period
                   OID" (computed under the Approximate Method) will be set
                   forth below. The calculation of the amount of OID upon (a)
                   optional redemption or (b) declaration of acceleration is
                   discussed herein.


<PAGE>   12
                                       10


R-                  $__________________________  CUSIP No. _____________
                         (principal amount)

ORIGINAL            INITIAL REDEMPTION           APPLICABILITY OF
ISSUE DATE:         DATE:                        MODIFIED PAYMENT
                                                 UPON ACCELERATION:
MATURITY DATE:      INITIAL REDEMPTION
                    PERCENTAGE:                  If yes, state Issue Price:
INTEREST RATE:
                    AMOUNT OF OID PER            APPLICABILITY OF
INTEREST PAYMENT    $1,000 OF PRINCIPAL:         ANNUAL REDEMPTION 
DATES: ____________                              PERCENTAGE
       ____________ INTEREST PAYMENT             INCREASE:
                    PERIOD:
RECORD DATES: _____                              If yes, state each
              _____ APPLICABILITY OF             redemption date and
                    ANNUAL REDEMP-               redemption price:
OPTIONAL            TION PERCENTAGE
REPAYMENT DATE(S):  REDUCTION:                   SHORT ACCRUAL
___________________                              PERIOD OID:
___________________ If yes, state Annual
___________________ Percentage Reduction:

SINKING FUND        YIELD TO MATURITY:
PROVISIONS:

AMORTIZATION
SCHEDULE:


<PAGE>   13

                                       11

   THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a corporation
of the State of Michigan, for value received, hereby promises to pay to Cede &
Co. or registered assigns, at its office or agency in the Borough of Manhattan,
The City and State of New York, the principal sum specified above in lawful
money of the United States of America on the Maturity Date specified above, and
to pay interest thereon at the rate specified above, at such office or agency,
in like lawful money, from the Issue Date specified above if the date of this
bond is prior to the first interest payment date, otherwise from the most recent
date to which interest has been paid, semi-annually on the Interest Payment
Dates specified above in each year, to the person in whose name this bond is
registered at the close of business on the applicable Record Date specified
above (subject to certain exceptions provided in the Indenture hereinafter
mentioned), 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 such Indenture hereinafter mentioned on the reverse hereof
and in the supplemental indenture pursuant to which this bond has been issued.
If the date of this bond (if other than the Issue Date) is after a Record Date
(as specified above) with respect to any Interest Payment Date and on or prior
to such Interest Payment Date, then interest shall be payable only from such
Interest Payment Date. If the Issue Date is after such Record Date, then
interest shall be payable from the Issue Date and payment of interest shall
commence on the second Interest Payment Date succeeding the Issue Date. If the
Company shall default in the payment of interest due on any Interest Payment
Date, then interest shall be payable from the next preceding Interest Payment
Date to which interest has been paid, or, if no interest has been paid, from the
Issue Date.

   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>   14

                                       12

   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 Secured Medium-Term Notes, 1993 Series E (elsewhere
herein referred to as the "bonds of 1993 Series E"), limited to an aggregate
principal amount of $400,000,000, 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 March 1, 1993) 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 March 1,
1993, 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 principal 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 principal 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.

   The holder of this bond of 1993 Series E hereby consents that the Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the holders of bonds of this series entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, those persons who
were holders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such persons
continue to be holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.

   The holders of the bonds of 1993 Series E, by their acceptance of and holding
thereof, consent and agree that bonds of any series may be issued which mature
on a date or dates later than October 1, 2024 and also consent to the deletion
from the first paragraph of Section 5 of Article II of the Indenture of the
phrase "but in no event later than October 1, 2024,". Such holders further agree
that (a) such consent shall, for all purposes of Article XV of the Indenture and
without further action on the part of such holders, be deemed the affirmative
vote of such holders at any meeting called pursuant to said Article XV for the
purpose of approving such deletion, and (b) such deletion shall become effective
at such time as not less than eighty-five per cent (85%) in principal amount of
bonds outstanding under the Indenture shall have consented thereto substantially
in the manner set forth in


<PAGE>   15

                                       13

Section 3 of Part I of the Supplemental Indenture dated as of March 1, 1993, or
in writing, or by affirmative vote cast at a meeting called pursuant to said
Article XV, or by any combination thereof.

   This bond is subject to the redemption provisions specified above.

   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 1993 Series E (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.

   This bond is entitled to or subject to the sinking fund provisions specified
above.

   This bond will be subject to repayment at the option of the holder hereof on
the Optional Repayment Date(s), if any, indicated on the face hereof. If no
Optional Repayment Dates are set forth on the face hereof, this bond shall not
be so repaid at the option of the holder hereof prior to maturity. On any
Optional Repayment Date, this bond shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount hereof shall
not be less than the authorized denomination hereof) at the option of the holder
hereof at a repayment price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this bond
to be repaid in whole or in part at the option of the holder hereof, this bond
must be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at its corporate trust office at 4 Albany Street, New
York, New York, or such address which the Company shall from time to time notify
the holders of the bond, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by the Holder hereof
shall be irrevocable. If specified above that this bond is subject to (i)
"Annual Redemption Percentage Reduction" or (ii) "Annual Redemption Percentage
Increase", then this bond may be redeemed in whole or in part at the option of
the Company on or after the Initial Redemption Date specified on the face hereof
on the terms set forth above, together with interest accrued and unpaid hereon
to the date of redemption (except as provided below). If this bond is subject to
"Annual Redemption Percentage Reduction", the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the Initial
Redemption Date specified above by the Annual Percentage Reduction specified on
the face hereof until the redemption price of this bond is 100% of the principal
amount hereof. If this bond is subject to "Annual Redemption Percentage
Increase", the amount of original issue discount allocable to such short accrual
period is the Amortized Amount. "Amortized Amount" means the original issue
discount amortized from the Original Issue Date to the date of redemption or
declaration, as the case may be, which amortization shall be calculated using
the constant yield method" (computed in accordance with the rules under the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, in
effect on the date of redemption or declaration, as the case may be).

   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.

   If specified above that this bond is subject to "Modified Payment upon
Acceleration," then (i) if the principal hereof is declared to be due and
payable as discussed in the preceding paragraph, the amount of principal due and
payable with respect to this bond shall be limited to the sum of the Issue Price
specified above plus the Amortized Amount, (ii) for the purpose of any vote of
securityholders taken pursuant to the Indenture prior to the acceleration of
payment of this bond, the principal amount hereof shall equal the amount that
would be due and payable


<PAGE>   16

                                       14

hereon, calculated as set forth in clause (i) above, if this bond were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of securityholders taken pursuant to the Indenture following the
acceleration of payment of this bond, the principal amount hereof shall equal
the amount of principal due and payable with respect to this bond, calculated as
set forth in clause (i) above.

   This bond is transferable 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 or bonds of the same series of authorized denominations for a like
aggregate principal amount will be issued to the transferee or transferees in
exchange herefore, and this bond with others of like form may in like manner be
exchanged for one or more new registered 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.

   IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this instrument to
be executed on its behalf by its Chairman of the Board and its Vice President
and Treasurer, with their manual or facsimile signatures, and its corporate
seal, or a facsimile thereof, to be impressed or imprinted hereon and the same
to be attested by its Secretary or an Assistant Secretary by manual or facsimile
signature.

Dated:                                           THE DETROIT EDISON COMPANY

                                                  By____________________________
                                                       Chairman of the Board

                                                    ____________________________
[SEAL]                                              Vice President and Treasurer

Attest:

   ___________________________
   Corporate Secretary


<PAGE>   17

                                       15

                         [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF              This bond is one of the bonds, of the series designated 
TRUSTEE'S          therein, described in the  within-mentioned Indenture.
CERTIFICATE.
                                             BANKERS TRUST COMPANY,
                                                                      as Trustee
                                             By.................................
                                               Authorized Officer

                     FOR VALUE RECEIVED the undersigned hereby sells, assigns 
                   and transfers unto

                   ____________________________________________________________
                        (please insert social security or other identifying     
                                        number of assignee)                     

                   ____________________________________________________________

                   ____________________________________________________________
                        (please print or type name and address of assignee)     
                   
                   the within bond of THE DETROIT EDISON COMPANY and does hereby
                   irrevocably constitute and appoint

                   ____________________________________________________________

                   ____________________________________________________________

                   Attorney, to transfer said bond on the books of the
                   within-mentioned Company, with full power of substitution in
                   the premises. 

                   Dated:

                   __________________________

                   Notice: The signature to this assignment must correspond with
                   the name as written upon the face of the bond in every
                   particular without alteration or enlargement or any change
                   whatsoever.


<PAGE>   18

                                       16

                            OPTION TO ELECT REPAYMENT

   The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay this bond (or portion hereof specified below) pursuant to its terms at a
price equal to the principal amount hereof together with interest to the
applicable Optional Repayment Date, to the undersigned, at

________________________________________________________________________________

________________________________________________________________________________
         (please print or typewrite name and address of the undersigned)

   For this bond to be repaid, the Trustee must receive at 4 Albany St., New
York, New York, or at such other place or places of which the Company shall from
time to time notify the holder of this bond, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
bond, this bond with this "Option to Elect Repayment" form duly completed.

   If less than the entire principal amount of this bond is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
holder elects to have repaid and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination of this bond
and shall be an integral multiple of $1,000 of the bond to be issued to the
holder for the portion of this bond not being repaid (in the absence of any such
specification, one such bond will be issued for the portion not being repaid).

$ _______________________

Date ____________________

Notice: The signature on this Option to Elect Repayment must correspond with the
name as written upon the face of this bond in every particular, without
alteration or enlargement or any change whatever.


<PAGE>   19


                                       17

                                    PART II.

                            RECORDING AND FILING DATA

RECORDING AND           The Original Indenture and indentures supplemental      
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of 
INDENTURE.         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           Pursuant to the terms and provisions of the Original  
FILING OF          Indenture, indentures supplemental thereto heretofore entered
SUPPLEMENTAL       into have been recorded as a real estate mortgage and/or 
INDENTURES.        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 Ad-        September 1, 1947
                                                              ditional Provisions
                    September 1, 1947 (a)(b)(c) ........... Series I Bonds,               November 15, 1951
                                                              Subject Properties and
                                                              Additional Provisions
                    March 1, 1950 (a)(b)(c) ............... Series J Bonds                November 15, 1951
                                                              and Additional Provi-
                                                              sions
                    November 15, 1951 (a)(b)(c) ........... Series K Bonds                January 15, 1953
                                                              Additional Provisions
                                                              and Subject Properties
                    January 15, 1953 (a)(b) ............... Series L Bonds                May 1, 1953
                    May 1, 1953 (a) ....................... Series M Bonds                March 15, 1954
                                                              and Subject Properties
                    March 15, 1954 (a)(c) ................. Series N Bonds                May 15, 1955
                                                              and Subject Properties
                    May 15, 1955 (a)(e) ................... Series 0 Bonds                August 15, 1957
                                                              and Subject Properties
                    August 15, 1957 (a)(c) ................ Series P Bonds                June 1, 1959
                                                              Additional Provisions
                                                              and Subject Properties
                    June 1, 1959 (a)(c) ................... Series Q Bonds                December 1, 1966
                                                              and Subject Properties
                    December 1, 1966 (a)(c) ............... Series R Bonds                October 1, 1968
                                                              Additional Provisions
                                                              and Subject Properties
</TABLE>



<PAGE>   20

                                      18
<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>
                    October 1, 1968 (a)(e) ................ Series S Bonds               December 1, 1969  
                                                              and Subject Properties                       
                    December 1, 1969 (a)(e) ............... Series T Bonds               July 1, 1970      
                                                              and Subject Properties                                   
                    July 1, 1970(c) ....................... Series U Bonds               December 15, 1970
                                                              and Subject Properties                        
                    December 15, 1970(c) .................. Series V and                 June 15, 1971    
                                                              Series W Bonds                                
                    June 15, 1971(c) ...................... Series X Bonds               November 15, 1971
                                                              and Subject Properties                        
                    November 15, 1971(c) .................. Series Y Bonds               January 15, 1973 
                                                              and Subject Properties                        
                    January 15, 1973(c) ................... Series Z Bonds               May 1, 1974      
                                                              and Subject Properties                        
                    May 1, 1974 ........................... Series AA Bonds              October 1, 1974  
                                                              and Subject Properties                        
                    October 1, 1974 ....................... Series BB Bonds              January 15, 1975 
                                                              and Subject Properties                        
                    January 15, 1975 ...................... Series CC Bonds              November 1, 1975 
                                                              and Subject Properties                        
                    November 1, 1975 ...................... Series DDP Nos. 1-9          December 15, 1975
                                                              Bonds and Subject                             
                                                              Properties                                    
                    December 15, 1975 ..................... Series EE Bonds              February 1, 1976 
                                                              and Subject Properties                        
                    February 1, 1976 ...................... Series FFR Nos. 1-13         June 15, 1976    
                                                              Bonds                                         
                    June 15, 1976 ......................... Series GGP Nos. 1-7          July 15, 1976    
                                                              Bonds and Subject                             
                                                              Properties                                    
                    July 15, 1976 ......................... Series HH Bonds              February 15, 1977
                                                              and Subject Properties                        
                    February 15, 1977 ..................... Series MMP Bonds and         March 1, 1977    
                                                              Subject Properties                            
                    March 1, 1977 ......................... Series IIP Nos. 1-7          June 15, 1977    
                                                              Bonds, Series 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            July 1, 1977     
                                                              Bonds and Subject                            
                                                              Properties                                   
                    July 1, 1977 .......................... Series NNP Nos. 1-7          October 1, 1977  
                                                              Bonds and Subject                             
                                                              Properties                                    
                    October 1, 1977 ....................... Series GGP Nos. 8-22         June 1, 1978     
                                                              Bonds and Series OOP                          
                                                              Nos. 1-17 Bonds and                           
                                                              Subject Properties                            
                    June 1, 1978 .......................... Series PP Bonds,             October 15, 1978 
                                                              Series QQP Nos. 1-9                           
                                                              Bonds and Subject                             
                                                              Properties                                    
                    October 15, 1978 ...................... Series RR Bonds              March 15, 1979   
                                                              and Subject Properties                        
                    March 15, 1979 ........................ Series SS Bonds              July 1, 1979     
                                                              and Subject Properties                        
</TABLE>


<PAGE>   21
                                      19

<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>

                    July 1, 1979 .......................... Series IIP Nos. 8-22          September 1, 1979  
                                                              Bonds, Series NNP                              
                                                              Nos. 8-21 Bonds and                            
                                                              Series TTP Nos. 1-15                           
                                                              Bonds and Subject                              
                                                              Properties                                     
                    September 1, 1979 ..................... Series JJP No. 8 Bonds,       September 15, 1979 
                                                              Series KKP 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       April 1, 1980      
                                                              Subject Properties                             
                    April 1, 1980 ......................... 1980 Series B Bonds           August 15, 1980    
                    August 15, 1980 ....................... Series QQP Nos. 10-19         August 1, 1981     
                                                              Bonds, 1980 Series CP                          
                                                              Nos. 1-12 Bonds and                            
                                                              1980 Series DP No.                             
                                                              1-11 Bonds and                                 
                                                              Subject Properties                             
                    August 1, 1981 ........................ 1980 Series CP Nos.           November 1, 1981   
                                                              13-25 Bonds and                                
                                                              Subject Properties                             
                    November 1, 1981 ...................... 1981 Series AP Nos.           June 30, 1982      
                                                              1-12 Bonds                                     
                    June 30, 1982 ......................... Article XIV                   August 15, 1982    
                                                              Reconfirmation                                 
                    August 15, 1982 ....................... 1981 Series AP Nos.           June 1, 1983       
                                                              13-14 and Subject                              
                                                              Properties                                     
                    June 1, 1983 .......................... 1981 Series AP Nos.           October 1, 1984    
                                                              15-16 and Subject                              
                                                              Properties                                     
                    October 1, 1984 ....................... 1984 Series AP and 1984       May 1, 1985        
                                                              Series BP Bonds and                            
                                                              Subject Properties                             
                    May 1, 1985 ........................... 1985 Series A Bonds           May 15, 1985       
                    May 15, 1985 .......................... 1985 Series B Bonds and       October 15, 1985   
                                                              Subject Properties                             
                    October 15, 1985 ...................... Series KKP No. 9 Bonds        April 1, 1986      
                                                              and Subject Properties                         
</TABLE>                                        

<PAGE>   22

                                      20


<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>
                    April 1, 1986 ......................... 1986 Series A and             August 15, 1986    
                                                              Subject Properties                             
                    August 15, 1986 ....................... 1986 Series B and             November 30, 1986  
                                                              Subject 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        August 15, 1987    
                                                              Series C                                       
                    August 15, 1987 ....................... 1987 Series D and 1987        November 30, 1987  
                                                              Series E 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         February 15, 1990  
                                                              1989 Series BP                                 
                    February 15, 1990 ..................... 1990 Series A, 1990           November 1, 1990   
                                                              Series B, 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       May 15, 1991       
                                                              Series CP                                      
                    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  
</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>   23

                                      21

RECORDING OF            All the bonds of Series A which were issued under the   
CERTIFICATES       Original Indenture dated as of October 1, 1924, and of Series
OF PROVISION       B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, T, U, W, AA, 
FOR PAYMENT.       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. 1-8, 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. 1-14,1985 Series A, 1985 Series B, 
                   PP, RR, EE, MMP, MMP No. 2, 1986 Series B, 1987 Series D, and
                   1987 Series E 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, June 1, 1959, December  
                   1, 1969, July 1, 1970, December 15, 1970, 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, May 1, 1985, May 15, 1985, June 1, 1978,   
                   October 15, 1978, December 15, 1975, February 15, 1977,      
                   September 1, 1979, August 15, 1986 and August 15, 1987 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 III.
                                 THE TRUSTEE.

TERMS AND               The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF      provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF      conditions in the Original Indenture, as amended to date and 
TRUST BY TRUSTEE.  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 IV.
                                MISCELLANEOUS.

CONFIRMATION OF         Except to the extent specifically provided therein, no  
SECTION 318(C)     provision of this supplemental indenture or any future   
OF TRUST INDENTURE supplemental indenture is intended to modify, and the parties
ACT.               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            THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY 
COUNTERPARTS.      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>   24


                                      22

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 OR ASSISTANT SECRETARIES, ALL AS
                   OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
        

                                                     THE DETROIT EDISON COMPANY,

                   (Corporate Seal)                  By  /s/ C. C. Arvani
                                                       -------------------------
                                                            C. C. Arvani
                                                         Assistant Treasurer

EXECUTION.         ATTEST:

                   /s/ Susan M. Beale
                   --------------------------------
                           Susan M. Beale
                              Secretary
                   
                   Signed, sealed and delivered 
                   by THE DETROIT EDISON COMPANY, 
                   in the presence of


                          Jane E. Lenart
                   ------------------------------
                          Jane E. Lenart
                   
                          Janet A. Scullen
                   ------------------------------
                          Janet A. Scullen
                   
                   STATE OF MICHIGAN
                   COUNTY OF WAYNE      ss.:

ACKNOWLEDGMENT          On this 11th day of March, 1993, before me, the         
OF EXECUTION       subscriber, a Notary Public within and for the County of     
BY COMPANY.        Wayne, in the State of Michigan, personally appeared C. C.   
                   Arvani, to me personally known, who, being by me duly sworn, 
                   did say that he does business at 2000 Second Avenue, Detroit,
                   Michigan 48226 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 C. C. Arvani, acknowledged said          
                   instrument to be the free act and deed of said corporation.  



                                           /s/ Pearl E. Kotter
                                           -------------------------------------
                   (Notarial Seal)            Pearl E. Kotter, Notary Public
                                                     Macomb County, MI
                                                 (Acting in Wayne County)
                                           My Commission Expires August 23, 1993
                                            

<PAGE>   25

                                      23

                                                         BANKERS TRUST COMPANY,

                   (Corporate Seal)                      By /s/ R. T. Gorman
                                                           -------------------
                                                             R. T. Gorman
                                                             Vice President

                   Attest:


                       /s/ Susan Gaon
                   -------------------------
                           Susan Gaon
                      Assistant Secretary


                   Signed, sealed and delivered by
                   BANKERS TRUST COMPANY, in the
                   presence of

                   
                   
                      /s/  John Florio
                   ----------------------------
                           John Florio
                   
                   
                    /s/ Jacqueline DaSilva
                   ----------------------------
                        Jacqueline DaSilva

                   STATE OF NEW YORK
                   COUNTY OF NEW YORK ss.:

Acknowledgment          On this 5th day of March, 1993, before me, the 
of execution       subscriber, a Notary Public within and for the County of
by Trustee.        Queens, in the State of New York, personally appeared R. T.
                   Gorman, 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 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 R. T. Gorman acknowledged said
                   instrument to be the free act and deed of said corporation.
        

                   (Notarial Seal)                 
                                                      Marjorie Stanley
                                            ------------------------------------
                                                      Marjorie Stanley
                                              Notary Public, State of New York
                                                       No. 41-4986405
                                                 Qualified in Queens County
                                            Certificate filed in New York County
                                             Commission Expires Sept. 16, 1993
                                       

<PAGE>   26

                                      24

                   STATE OF MICHIGAN
                   COUNTY OF WAYNE      SS.:

AFFIDAVIT AS TO         C. C. Arvani, 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.                      

                                                             C. C. Arvani       
                                                     ---------------------------
                                                             C. C. Arvani       

                   Sworn to before me this 11th day of
                   March, 1993




                         Pearl E. Kotter
                    ----------------------------------------
                         Pearl E. Kotter, Notary Public
                                Macomb County, MI
                            (Acting in Wayne County)
                      My Commission Expires August 23, 1993

                    (Notarial Seal)

                        This instrument was drafted by Frances B. Rohlman, Esq.,
                   2000 Second Avenue, Detroit, Michigan 48226
                               


                                            Return to:

                                               Frances B. Rohlman
                                               2000 Second Avenue, C688 WCB
                                               Detroit, MI 48226


<PAGE>   27

                            TRUSTEE'S CERTIFICATE

BANKERS TRUST COMPANY, Trustee under the Mortgage and Deed of Trust dated as of
October 1, 1924, between THE DETROIT EDISON COMPANY (hereinafter referred to as
the "Company") and BANKERS TRUST COMPANY, Trustee, (hereinafter referred to as
the "Trustee"), as amended and supplemented, hereby certifies as follows:

1.       That the Supplemental Indenture dated as of March 1, 1993 was executed
         on its behalf by Robert T. Gorman, a Vice President, and its corporate
         seal was affixed thereto and attested by Susan Gaon, as Assistant
         Secretary, both of whom were at the time of the acts mentioned duly
         elected or appointed officers of BANKERS TRUST COMPANY and duly
         authorized to perform said acts;

2.       That, pursuant to the provisions of Section 8 of Article III of said
         Mortgage and Deed of Trust, as so amended and supplemented, and upon
         the written order of the Company, it will authenticate and deliver from
         time to time up to $400,000,000 principal amount of General and
         Refunding Mortgage Bonds, 1993 Series E, designated Secured Medium Term
         Notes (the "Bonds of 1993 Series E") in definitive form, and that such
         Bonds will be authenticated on its behalf by one or more persons who
         are at the time of authentication duly authorized to authenticate said
         Bonds as Authorized Officers and thereafter any bond issued pursuant to
         Sections 7 and 13 of Article II of the Mortgage and Deed of Trust will
         be authenticated by one or more persons who are at the time of
         authentication duly authorized to authenticate said bonds as Authorized
         Officers;

3.       That, prior to the date hereof, there have been issued and are
         presently outstanding under the Deed of Trust, as so amended and
         supplemented, $4,143,654,000 principal amount of General and Refunding
         Mortgage Bonds; and

4.       That, as Trustee, it has had no notice or knowledge that the Company is
         in default under any of the provisions of said Mortgage and Deed of
         Trust as so amended and supplemented.

IN WITNESS WHEREOF, BANKERS TRUST COMPANY has caused this Certificate to be
executed in its corporate name and its corporate seal to be hereunto affixed by
a Vice President this 15th day of March, 1993.
        
                                        BANKERS TRUST COMPANY, Trustee

                                        /s/ R. T. GORMAN
                                        ------------------------------
                                        R. T. GORMAN
                                        VICE PRESIDENT

I, Susan Gaon, as Assistant Secretary of Bankers Trust Company, DO HEREBY
CERTIFY that R. T. Gorman is duly appointed Vice President of Bankers Trust
Company as of the date hereof and that the above signature is his genuine
signature.
        
                                        /s/ SUSAN GAON
                                        -------------------------------
                                        SUSAN GAON
                                        ASSISTANT SECRETARY

DETED-13
<PAGE>   28




                        BANKERS TRUST COMPANY NEW YORK

        I, Mark Woodward, Assistant Secretary of BANKERS TRUST COMPANY, a
corporation duly organized and existing under the Laws of the State of New York,
hereby certify that the following is a true and correct copy of resolutions duly
passed by the Board of Directors of said Company at meetings regularly and duly
held, at which quorums were present; that said resolutions are still in force;
and that no action has been taken in any way to nullify the effect of same:

        RESOLVED, that the Chairman of the Board, the President, each Vice
        Chairman, each Executive Vice President, each Managing Director, each
        Senior Vice President, the General Auditor and the General Credit
        Auditor be, and each of them hereby is, authorized and empowered to sign
        any contract, document, instrument, certificate or other writing that it
        may be necessary or appropriate to execute for, or on behalf of, the
        Company in the conduct of its lawful business, either on its own behalf
        or in a fiduciary, representative or agency capacity;
        
        RESOLVED, that authority be, and hereby is, granted to the Chairman of
        the Board, the President, each Vice Chairman, each Executive Vice
        President, each Managing Director, each Senior Vice President, the
        General Auditor, and the General Credit Auditor, in such instances and
        to such extent as in the judgement of any one of said officers may be
        proper and desirable, to authorize in writing from time to time
        employees of the Company, including officers elected or appointed by the
        Board of Directors in accordance with the By-laws, to have general or
        limited signing authority in any one or more of the following groups;
        that such authority shall be applicable only to the performance or
        discharge of the assigned duties of such officer or employee within his
        or her particular division or function; and that any grant of signing
        authority may include a designation of the title or capacity in which
        such employee is authorized to exercise such signing authority;
        provided, however, that the General Auditor and the General Credit
        Auditor shall not have the authority to grant Group A signing authority:
        
        GROUP A. Authority to sign any contract, document, instrument,
                 certificate or other writing that it may be necessary or
                 appropriate to execute for, or on behalf of, the Company in the
                 conduct of its lawful business, either on its own behalf or in
                 a fiduciary, representative or agency capacity.
        
        GROUP B. Authority to sign any purchase order or contract for the 
                 purchase by the Company of goods and services.

        GROUP G. Authority to sign as an Assistant Secretary or Special 
                 Assistant Secretary with authority to sign or countersign for
                 this Company as Registrar, Transfer Agent or Paying Agent; to
                 certify stockholders and bondholders lists prepared from
                 records maintained by this Company in its capacity as Transfer
                 Agent or Registrar; to certify tabulations of proxies received
                 by this Company in its capacity as agent for the corporation
                 issuing the stock to which the proxies pertain; to execute
                 cremation certificates covering cancelled securities or coupons
                 destroyed by this Company as Trustee or in any other capacity;
                 to sign with the title of "Transfer Clerk", certificates for
                 the capital stock and/or preferred stock of this Company; to
                 sign certificates of authentication for and on behalf of this
                 Company as Trustee or in any other representative capacity in
                 respect of bonds, notes, debentures and other obligations
                 issued under corporate mortgages, trust agreements, or other
                 indentures or resolutions; and to sign certificates for
                 securities deposited, interim certificates and other
                 certificates for and on behalf of this Company as Depositary,
                 Transfer Agent, Registrar or in some other agency capacity.
        
        I, further certify that the following persons hold in this Company the
positions and signing authority classifications indicated below and that the
signatures appearing alongside their names are specimens of their true
signatures:
<TABLE>
<CAPTION>

     Name            Title             Specimen Signature        Classification
     ----            -----             ------------------        --------------
<S>              <C>                   <C>                      <C>
Robert T. Gorman Vice President         /s/ Robert T. Gorman            A
                                        --------------------

Susan Gaon       Assistant Secretary    /s/ Susan Gaon                  A
</TABLE>                                -----------------

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Company this 15th day of March, 1993.



                                        ------------------------------
                                            ASSISTANT SECRETARY OF
                                            BANKERS TRUST COMPANY

                        BANKERS TRUST COMPANY NEW YORK