<PAGE>   1
                                                                   EXHIBIT 4-210

                                      EXECUTED IN
                                         COUNTERPARTS OF WHICH
                                        THIS IS COUNTERPART NO.    .

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

                                       TO
                          FIRST CHICAGO TRUST COMPANY
                                  OF NEW YORK
                                (14 Wall Street,
                           New York, New York 10005)

                                                  AS TRUSTEE

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

                                   INDENTURE
                           Dated as of August 1, 2000

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

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

                                 PROVIDING FOR

                     GENERAL AND REFUNDING MORTGAGE BONDS,
                        2000 SERIES BP, DUE SEPTEMBER 1, 2030,

                                      AND

                         (B) RECORDING AND FILING DATA
<PAGE>   2

                               TABLE OF CONTENTS*

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

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PARTIES.....................................................    1
RECITALS
  Original Indenture and Supplementals......................    1
  Bonds heretofore issued...................................    1
  Reason for creation of new series.........................    5
  Bonds to be 2000 Series BP................................    5
  Further Assurance.........................................    5
  Authorization of Supplemental Indenture...................    5
  Consideration for Supplemental Indenture..................    6
PART I.
CREATION OF THREE HUNDRED TWENTY-FIFTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
2000 SERIES BP
Sec. 1. Certain terms of Bonds of 2000 Series BP............    6
Sec. 2.Redemption and/or Revocation of Bonds of 2000 Series
       BP in event of acceleration of Strategic Fund Revenue
       Bonds................................................    8
Sec. 3. Redemption of Bonds of 2000 Series BP...............    8
Sec. 4. Form of Bonds of 2000 Series BP.....................    9
        Form of Trustee's Certificate.......................   14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture..................   14
Recording and filing of Supplemental Indentures.............   14
Recording of Certificates of Provision for Payment..........   19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee......   19
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act.......   19
Execution in Counterparts...................................   19
Testimonium.................................................   20
Execution...................................................   20
Acknowledgement of execution by Company.....................   20
Acknowledgement of execution by Trustee.....................   21
Affidavit as to consideration and good faith................   22
</TABLE>

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

                                        i
<PAGE>   3

PARTIES.            SUPPLEMENTAL INDENTURE, dated as of August 1, 2000 among 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 FIRST CHICAGO TRUST COMPANY of New York, a trust
                  company organized and existing under the laws of the State of
                  New York, having its corporate trust office at 14 Wall Street,
                  in the Borough of Manhattan, The City and State of New York,
                  as Trustee under the Mortgage and Deed of Trust hereinafter
                  mentioned (hereinafter called the "Trustee"), party of the
                  second part.

ORIGINAL INDENTURE
AND SUPPLEMENTALS   WHEREAS, the Company has heretofore executed and delivered
                  its Mortgage and Deed of Trust (hereinafter referred to as the
                  "Original Indenture"), dated as of October 1, 1924, to the
                  Trustee, for the security of all bonds of the Company
                  outstanding thereunder, and pursuant to the terms and
                  provisions of the Original Indenture, indentures dated as of,
                  respectively, June 1, 1925, August 1, 1927, February 1, 1931,
                  June 1, 1931, October 1, 1932, September 25, 1935, September
                  1, 1936, November 1, 1936, February 1, 1940, December 1, 1940,
                  September 1, 1947, March 1, 1950, November 15, 1951, January
                  15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August
                  15, 1957, June 1, 1959, December 1, 1966, October 1, 1968,
                  December 1, 1969, July 1, 1970, December 15, 1970, June 15,
                  1971, November 15, 1971, January 15, 1973, May 1, 1974,
                  October 1, 1974, January 15, 1975, November 1, 1975, December
                  15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,
                  February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977,
                  October 1, 1977, June 1, 1978, October 15, 1978, March 15,
                  1979, July 1, 1979, September 1, 1979, September 15, 1979,
                  January 1, 1980, April 1, 1980, August 15, 1980, August 1,
                  1981, November 1, 1981, June 30, 1982, August 15, 1982, June
                  1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October
                  15, 1985, April 1, 1986, August 15, 1986, November 30, 1986,
                  January 31, 1987, April 1, 1987, August 15, 1987, November 30,
                  1987, June 15, 1989, July 15, 1989, December 1, 1989, February
                  15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May
                  15, 1991, September 1, 1991, November 1, 1991, January 15,
                  1992, February 29, 1992, April 15, 1992, July 15, 1992, July
                  31, 1992, November 30, 1992, December 15, 1992, January 1,
                  1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26,
                  1993, May 31, 1993, June 30, 1993, June 30, 1993, September
                  15, 1993, March 1, 1994, June 15, 1994, August 15, 1994,
                  December 1, 1994, August 1, 1995, August 1, 1999, August 15,
                  1999, January 1, 2000 and April 15, 2000 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

BONDS HERETOFORE
ISSUED.             WHEREAS, Bonds in the principal amount of Eight billion,
                  nine hundred thirty-two million four hundred twenty-two
                  thousand dollars ($8,932,422,000) have heretofore been issued
                  under the indenture as follows, viz:

<TABLE>
                        <C>        <S>                          <C>  <C>               <C>
                            (1)    Bonds of Series A            --   Principal Amount  $26,016,000,

                            (2)    Bonds of Series B            --   Principal Amount  $23,000,000,

                            (3)    Bonds of Series C            --   Principal Amount  $20,000,000,

                            (4)    Bonds of Series D            --   Principal Amount  $50,000,000,

                            (5)    Bonds of Series E            --   Principal Amount  $15,000,000,

                            (6)    Bonds of Series F            --   Principal Amount  $49,000,000,

                            (7)    Bonds of Series G            --   Principal Amount  $35,000,000,

                            (8)    Bonds of Series H            --   Principal Amount  $50,000,000,

                            (9)    Bonds of Series I            --   Principal Amount  $60,000,000,

</TABLE>

                                        1
<PAGE>   4
<TABLE>
                        <C>        <S>                          <C>  <C>               <C>
                             (10) Bonds of Series J                    --   Principal Amount  $35,000,000,

                             (11) Bonds of Series K                    --   Principal Amount  $40,000,000,

                             (12) Bonds of Series L                    --   Principal Amount  $24,000,000,

                             (13) Bonds of Series M                    --   Principal Amount  $40,000,000,

                             (14) Bonds of Series N                    --   Principal Amount  $40,000,000,

                             (15) Bonds of Series O                    --   Principal Amount  $60,000,000,

                             (16) Bonds of Series P                    --   Principal Amount  $70,000,000,

                             (17) Bonds of Series Q                    --   Principal Amount  $40,000,000,

                             (18) Bonds of Series W                    --   Principal Amount  $50,000,000,

                             (19) Bonds of Series AA                   --   Principal Amount  $100,000,000,

                             (20) Bonds of Series BB                   --   Principal Amount  $50,000,000,

                             (21) Bonds of Series CC                   --   Principal Amount  $50,000,000,

                             (22) Bonds of Series UU                   --   Principal Amount  $100,000,000,

                          (23-31) Bonds of Series DDP Nos. 1-9         --   Principal Amount  $14,305,000,

                          (32-45) Bonds of Series FFR Nos. 1-14        --   Principal Amount  $45,600,000,

                          (46-67) Bonds of Series GGP Nos. 1-22        --   Principal Amount  $42,300,000,

                             (68) Bonds of Series HH                   --   Principal Amount  $50,000,000,

                          (69-90) Bonds of Series IIP Nos. 1-22        --   Principal Amount  $3,750,000,

                          (91-98) Bonds of Series JJP Nos. 1-8         --   Principal Amount  $6,850,000,

                         (99-107) Bonds of Series KKP Nos. 1-9         --   Principal Amount  $34,890,000,

                        (108-122) Bonds of Series LLP Nos. 1-15        --   Principal Amount  $8,850,000,

                        (123-143) Bonds of Series NNP Nos. 1-21        --   Principal Amount  $47,950,000,

                        (144-161) Bonds of Series OOP Nos. 1-18        --   Principal Amount  $18,880,000,

                        (162-180) Bonds of Series QQP Nos. 1-19        --   Principal Amount  $13,650,000,

                        (181-195) Bonds of Series TTP Nos. 1-15        --   Principal Amount  $3,800,000,

                            (196) Bonds of 1980 Series A               --   Principal Amount  $50,000,000,

                        (197-221) Bonds of 1980 Series CP Nos. 1-25    --   Principal Amount  $35,000,000,

                        (222-232) Bonds of 1980 Series DP Nos. 1-11    --   Principal Amount  $10,750,000,

                        (233-248) Bonds of 1981 Series AP Nos. 1-16    --   Principal Amount  $124,000,000,

                            (249) Bonds of 1985 Series A               --   Principal Amount  $35,000,000,

                            (250) Bonds of 1985 Series B               --   Principal Amount  $50,000,000,

                            (251) Bonds of Series PP                   --   Principal Amount  $70,000,000,

                            (252) Bonds of Series RR                   --   Principal Amount  $70,000,000,

                            (253) Bonds of Series EE                   --   Principal Amount  $50,000,000,

                        (254-255) Bonds of Series MMP and MMP No. 2    --   Principal Amount  $5,430,000,

                            (256) Bonds of Series T                    --   Principal Amount  $75,000,000,

                            (257) Bonds of Series U                    --   Principal Amount  $75,000,000,

                            (258) Bonds of 1986 Series B               --   Principal Amount  $100,000,000,

                            (259) Bonds of 1987 Series D               --   Principal Amount  $250,000,000,

                            (260) Bonds of 1987 Series E               --   Principal Amount  $150,000,000,

                            (261) Bonds of 1987 Series C               --   Principal Amount  $225,000,000,

                            (262) Bonds of Series V                    --   Principal Amount  $100,000,000,

</TABLE>

                                        2
<PAGE>   5
<TABLE>
                        <C>        <S>                          <C>  <C>               <C>
                            (263)  Bonds of Series SS           --   Principal Amount  $150,000,000,

                            (264)  Bonds of 1980 Series B       --   Principal Amount  $100,000,000,

                            (265)  Bonds of 1986 Series C       --   Principal Amount  $200,000,000,

                            (266)  Bonds of 1986 Series A       --   Principal Amount  $200,000,000,

                            (267)  Bonds of 1987 Series B       --   Principal Amount  $175,000,000,

                            (268)  Bonds of Series X            --   Principal Amount  $100,000,000,

                            (269)  Bonds of 1987 Series F       --   Principal Amount  $200,000,000,

                            (270)  Bonds of 1987 Series A       --   Principal Amount  $300,000,000,

                            (271)  Bonds of Series Y            --   Principal Amount  $60,000,000,

                            (272)  Bonds of Series Z            --   Principal Amount  $100,000,000,

                            (273)  Bonds of 1989 Series A       --   Principal Amount  $300,000,000,

                            (274)  Bonds of 1984 Series AP      --   Principal Amount  $2,400,000,

                            (275)  Bonds of 1984 Series BP      --   Principal Amount  $7,750,000,

                            (276)  Bonds of Series R            --   Principal Amount  $100,000,000,

                            (277)  Bonds of Series S            --   Principal Amount  $150,000,000,

                            (278)  Bonds of 1993 Series D       --   Principal Amount  $100,000,000,

                            (279)  Bonds of 1992 Series E       --   Principal Amount  $50,000,000,

                            (280)  Bonds of 1993 Series B       --   Principal Amount  $50,000,000,

                            (281)  Bonds of 1989 Series BP      --   Principal Amount  $66,565,000,

</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;

                  (282-287) Bonds of Series KKP Nos. 10-15 in the principal
                  amount of One hundred seventy-nine million five hundred ninety
                  thousand dollars ($179,590,000), of which Thirty-nine million
                  seven hundred forty-five thousand dollars ($39,745,000)
                  principal amount have heretofore been retired and One hundred
                  thirty-nine million eight hundred forty-five thousand dollars
                  ($139,845,000) principal amount are outstanding at the date
                  hereof;

                  (288) Bonds of 1990 Series A in the principal amount of One
                  hundred ninety-four million six hundred forty-nine thousand
                  dollars ($194,649,000) of which Sixty-nine million sixty-nine
                  thousand dollars ($69,069,000) principal amount have
                  heretofore been retired and One hundred twenty-five million
                  five hundred eighty thousand dollars ($125,580,000) principal
                  amount are outstanding at the date hereof;

                  (289) 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 One hundred four million six
                  hundred seventy-six thousand dollars ($104,676,000) principal
                  amount have heretofore been retired and One hundred fifty-two
                  million two hundred fifty-six thousand dollars ($152,256,000)
                  principal amount are outstanding at the date hereof;

                  (290) Bonds of 1990 Series C in the principal amount of
                  Eighty-five million four hundred seventy-five thousand dollars
                  ($85,475,000) of which Thirty-seven million six hundred nine
                  thousand dollars ($37,609,000) principal amount have
                  heretofore been retired and Forty-seven million eight hundred
                  sixty-six thousand dollars ($47,866,000) principal amount are
                  outstanding at the date hereof;

                  (291) 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;

                                        3
<PAGE>   6

                  (292) 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;

                  (293) 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;

                  (294) 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;

                  (295) 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;

                  (296) 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;

                  (297) 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;

                  (298) 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;

                  (299) Bonds of 1992 Series D in the principal amount of Three
                  hundred million dollars ($300,000,000), of which thirty-four
                  million dollars ($34,000,000) principal amount have heretofore
                  been retired and Two hundred sixty-six million ($266,000,000)
                  principal amount are outstanding at the date hereof;

                  (300) 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;

                  (301) 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;

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

                  (303) Bonds of 1993 Series E in the principal amount of Four
                  hundred million dollars ($400,000,000), of which Two hundred
                  six million five hundred thousand dollars ($206,500,000)
                  principal amount have heretofore been retired and One hundred
                  ninety-three million five hundred thousand dollars
                  ($193,500,000) principal amount are outstanding at the date
                  hereof;

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

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

                                        4
<PAGE>   7

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

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

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

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

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

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

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

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

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

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

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

                  (317) Bonds of 1999 Series AP in the principal amount of One
                  hundred eighteen million three hundred sixty thousand dollars
                  ($118,360,000), all of which are outstanding at the date
                  hereof;

                  (318) Bonds of 1999 Series BP in the principal amount of
                  Thirty-nine million seven hundred forty-five thousand dollars
                  ($39,745,000), all of which are outstanding of the date
                  hereof;

                  (319) Bonds of 1999 Series CP 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; and

                  (320) Bonds of 1999 Series D in the principal amount of Forty
                  million dollars

                  ($40,000,000), all of which are outstanding at the date
                  hereof; and

                  (321) Bonds of 2000 Series A in the principal amount of Two
                  Hundred Twenty million dollars ($220,000,000), all of which
                  are outstanding at the date hereof; and

                                        5
<PAGE>   8

                  accordingly, the Company has issued and has presently
                  outstanding Three billion five million five hundred
                  eighty-seven thousand dollars ($3,005,587,000) aggregate
                  principal amount of its General and Refunding Mortgage Bonds
                  (the "Bonds") at the date hereof; and

REASON FOR CREATION
OF A NEW SERIES.    WHEREAS, the Company will enter into a Loan Agreement, dated
                  as of August 1, 2000 with the Michigan Strategic Fund in
                  connection with the issuance of the Collateralized Series 2000
                  B Bonds in order to refund certain pollution control related
                  bonds, and pursuant to such Loan Agreement the Company has
                  agreed to issue its General and Refunding Mortgage Bonds under
                  the Indenture in order further to secure its obligations under
                  such Loan Agreement; and

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

BONDS TO BE 2000
SERIES BP.          WHEREAS, the Company desires by this Supplemental Indenture
                  to create a new series of bonds, to be designated "General and
                  Refunding Mortgage Bonds, 2000 Series BP" and

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

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

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

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

                                        6
<PAGE>   9

                                             PART I.

                              CREATION OF THREE HUNDRED TWENTY-FIFTH
                                         SERIES OF BONDS.

                              GENERAL AND REFUNDING MORTGAGE BONDS,
                                          2000 SERIES BP

CERTAIN TERMS OF
BONDS OF 2000
SERIES BP.          SECTION 1. The Company hereby creates the Three hundred
                  twenty-fifth series of bonds to be issued under and secured by
                  the Original Indenture as amended to date and as further
                  amended by this Supplemental Indenture, to be designated, and
                  to be distinguished from the bonds of all other series, by the
                  title "General and Refunding Mortgage Bonds, 2000 Series BP"
                  (elsewhere herein referred to as the "bonds of 2000 Series
                  BP"). The aggregate principal amount of bonds of 2000 Series
                  BP shall be limited to Fifty million seven hundred forty-five
                  thousand dollars ($50,745,000), except as provided in Sections
                  7 and 13 of Article II of the Original Indenture with respect
                  to exchanges and replacements of bonds.

                    Each bond of 2000 Series BP is to be assigned to, and
                  registered in the name of, Bank One Trust Company, N.A., as
                  trustee, or a successor trustee (said trustee or any successor
                  trustee being hereinafter referred to as the "Strategic Fund
                  Trust Indenture Trustee"), under the Trust Indenture, dated as
                  of August 1, 2000 (hereinafter called the "Strategic Fund
                  Trust Indenture"), between the Michigan Strategic Fund
                  (hereinafter called "Strategic Fund"), and the Strategic Fund
                  Trust Indenture Trustee, to secure payment of the Michigan
                  Strategic Fund Variable Rate Limited Obligation Refunding
                  Revenue Bonds (The Detroit Edison Company Pollution Control
                  Bonds Project), Collateralized Series 2000B (hereinafter
                  called the "Strategic Fund Revenue Bonds"), issued by the
                  Strategic Fund under the Strategic Fund Trust Indenture, the
                  proceeds of which have been provided for the refunding of
                  certain pollution control related bonds which the Company has
                  agreed to refund pursuant to the provisions of the Loan
                  Agreement, dated as of August 1, 2000 (hereinafter called the
                  "Strategic Fund Agreement"), between the Company and the
                  Strategic Fund. Such assignment is revocable only upon
                  revocation of the bonds, as provided herein and in the
                  Strategic Fund Trust Indenture.

                    The bonds of 2000 Series BP shall be issued as registered
                  bonds without coupons in denominations of a multiple of
                  $5,000. The bonds of 2000 Series BP shall be issued in the
                  aggregate principal amount of $50,745,000, shall mature on
                  September 1, 2030 (unless redeemed or revoked on an earlier
                  date pursuant to the terms of the Strategic Fund Trust
                  Indenture) and shall bear interest payable on such dates as
                  interest shall be payable on the Strategic Fund Revenue Bonds
                  pursuant to the Strategic Fund Trust Indenture, at such rate
                  or rates not in excess of a maximum rate of 15% per annum
                  (unless such maximum rate shall be increased by resolution of
                  the Company's Board of Directors and set forth in an
                  additional Supplemental Indenture between the Company and the
                  Trustee), until the principal thereof shall have become due
                  and payable pursuant to the Strategic Fund Trust Indenture and
                  thereafter until the Company's obligation with respect to the
                  payment of said principal shall have been discharged as
                  provided in the Indenture or until such time as the bonds of
                  2000 Series BP shall be revoked pursuant to the terms of the
                  Strategic Fund Trust Indenture, in which event all principal
                  shall be deemed to be discharged within the meaning of the
                  Indenture.

                    The bonds of 2000 Series BP shall be payable as to
                  principal, premium, if any, and interest as provided in the
                  Indenture, but only to the extent and in the manner herein
                  provided. The bonds of 2000 Series BP shall be payable, both
                  as to principal and interest, at the office or agency of the
                  Company in the Borough of Manhattan, The

                                        7
<PAGE>   10

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

                    Except as provided herein, each bond of 2000 Series BP shall
                  be dated the date of its authentication and interest shall be
                  payable on the principal represented thereby as provided in
                  the Strategic Fund Trust Indenture.

                    The bonds of 2000 Series BP in definitive form shall be, at
                  the election of the Company, fully engraved or shall be
                  lithographed or printed in authorized denominations as
                  aforesaid and numbered 1 and upwards (with such further
                  designation as may be appropriate and desirable to indicate by
                  such designation the form, series and denominations of bonds
                  of 2000 Series BP). Until bonds of 2000 Series BP in
                  definitive form are ready for delivery, the Company may
                  execute, and upon its request in writing the Trustee shall
                  authenticate and deliver in lieu thereof, bonds of 2000 Series
                  BP in temporary form, as provided in Section 10 of Article II
                  of the Indenture. Temporary bonds of 2000 Series BP, if any,
                  may be printed and may be issued in authorized denominations
                  in substantially the form of definitive bonds of 2000 Series
                  BP, but with such omissions, insertions and variations as may
                  be appropriate for temporary bonds, all as may be determined
                  by the Company.

                    Bonds of 2000 Series BP shall not be assignable or
                  transferable except as may be required to effect a transfer to
                  any successor trustee under the Strategic Fund Trust
                  Indenture, or, subject to compliance with applicable law, as
                  may be involved in the course of the exercise of rights and
                  remedies consequent upon an Event of Default under the
                  Strategic Fund Trust Indenture. Any such transfer shall be
                  made upon surrender thereof for cancellation at the office or
                  agency of the Company in the Borough of Manhattan, The City
                  and State of New York, together with a written instrument of
                  transfer (if so required by the Company or by the Trustee) in
                  form approved by the Company duly executed by the holder or by
                  its duly authorized attorney. Bonds of 2000 Series BP shall in
                  the same manner be exchangeable for a like aggregate principal
                  amount of bonds of 2000 Series BP upon the terms and
                  conditions specified herein and in Section 7 of Article II of
                  the Indenture. The Company waives its rights under Section 7
                  of Article II of the Indenture not to make exchanges or
                  transfers of bonds of 2000 Series BP, during any period of ten
                  days next preceding any redemption date for such bonds.

                    Bonds of 2000 Series BP, in definitive and temporary form,
                  may bear such legends as may be necessary to comply with any
                  law or with any rules or regulations made pursuant thereto or
                  as may be specified in the Strategic Fund Agreement.

                    Upon payment of the principal or premium, if any, or
                  interest on the Strategic Fund Revenue Bonds, whether at
                  maturity or prior to maturity by redemption or otherwise, or
                  upon provision for the payment thereof having been made in
                  accordance with the terms of the Strategic Fund Trust
                  Indenture, bonds of 2000 Series BP in a principal amount equal
                  to the principal amount of the Strategic Fund Revenue Bonds,
                  shall, to the extent of such payment of principal, premium or
                  interest, be deemed fully paid and the obligation of the
                  Company thereunder to make such payment shall forthwith cease
                  and be discharged, and upon revocation of such bonds as
                  provided herein the obligation of the Company hereunder to
                  make any payment shall forthwith cease and be discharged, and,
                  in the case of the payment of principal and premium, if any,
                  or revocation of such bonds pursuant to the terms of The
                  Strategic Fund Trust Indenture such bonds shall be surrendered
                  for cancellation or presented for appropriate notation to the
                  Trustee.

                                        8
<PAGE>   11

REDEMPTION AND/OR
REVOCATION OF BONDS
OF 2000 SERIES BP   SECTION 2. Bonds of the 2000 Series BP shall be redeemed on
                  the date and in the respective principal amount which
                  correspond to the redemption date for, and the principal
                  amount to be redeemed of, the Strategic Fund Revenue Bonds.

                    In the event the Company elects to redeem any Strategic Fund
                  Revenue Bonds prior to maturity in accordance with the
                  provisions of the Strategic Fund Trust Indenture, the Company
                  shall on the same date redeem bonds of 2000 Series BP in the
                  principal amount and at the redemption price corresponding to
                  the Strategic Fund Revenue Bonds so redeemed. The Company
                  agrees to give the Trustee notice of any such redemption of
                  bonds of 2000 Series BP on the same date as it gives notice of
                  redemption of Strategic Fund Revenue Bonds to the Strategic
                  Fund Trust Indenture Trustee.

                    The Company may elect to revoke the bonds of 2000 Series BP
                  on such date as it shall select in accordance with the terms
                  of the Strategic Fund Trust Indenture. For purposes of this
                  Supplemental Indenture, the term "revocation" of bonds of 2000
                  Series BP shall mean the revocation by the Company of the
                  pledge of such bonds and of the assignment thereof to the
                  Strategic Trust Fund Indenture Trustee pursuant to the terms
                  of the Strategic Fund Trust Indenture, the surrender by the
                  Strategic Fund Trust Indenture Trustee of such bonds to the
                  Trustee for cancellation, the receipt by the Trustee of
                  certificates and opinions set forth in the next succeeding
                  paragraph of this Section 2 and the cancellation of such bonds
                  by the Trustee pursuant to an order of an authorized officer
                  of the Company. In the event the Company elects to revoke the
                  bonds of 2000 Series BP, the Company agrees to give the
                  Trustee notice of such revocation on the same date as it gives
                  notice of revocation to the Strategic Fund Trust Indenture
                  Trustee. The bonds of 2000 Series BP shall be cancelled upon
                  surrender of such bonds to the Trustee by the Strategic Fund
                  Trust Indenture Trustee and satisfaction of the conditions set
                  forth in the next succeeding paragraph of this Section 2.

                    The cancellation of bonds of 2000 Series BP being revoked
                  shall be subject to receipt by the Trustee from the Company of
                  (i) the notice specified above; (ii) the certificate and
                  opinion set forth in Article XA, Section 1(a) and (b) of the
                  Indenture; (iii) a certificate of the Company, under its
                  corporate seal, signed by its President or a Vice-President
                  and by its Treasurer or an Assistant Treasurer, and an opinion
                  of counsel stating that in the opinion of the same signers or,
                  as the case may be, such counsel, all conditions precedent for
                  revocation of the pledge and cancellation of the bonds under
                  the Strategic Fund Trust Indenture have been complied with,
                  and (iv) such other certificates and opinions as the Trustee
                  may reasonably require. In addition, cancellation shall be
                  subject to receipt by the Trustee of a release, executed by
                  the Strategic Fund Trust Indenture Trustee, of the pledge of
                  such bonds. The Trustee shall be entitled to rely upon the
                  foregoing to the full extent provided in the Indenture,
                  including without limitation Article XII, Section 1 thereof,
                  in canceling the bonds as provided herein.

REDEMPTION
OF BONDS OF
2000 SERIES BP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS.      SECTION 3. In the event of an Event of Default under the
                  Strategic Fund Trust Indenture and the acceleration of all
                  Strategic Fund Revenue Bonds, the bonds of 2000 Series BP
                  shall be redeemable in whole upon receipt by the Trustee of a
                  written demand (hereinafter called a "Redemption Demand") from
                  the Strategic Fund Trust Indenture Trustee stating that there
                  has occurred under the Strategic Fund Trust Indenture both an
                  Event of Default and a declaration of acceleration of payment
                  of principal, accrued interest and premium, if any, on the
                  Strategic Fund Revenue Bonds, specifying the last date to
                  which interest on the Strategic Fund Revenue Bonds has been
                  paid (such date being hereinafter referred to as the "Initial
                  Interest Accrual Date") and demanding redemption of the bonds
                  of said series. The Trustee shall,

                                        9
<PAGE>   12

                  within five days after receiving such Redemption Demand, mail
                  a copy thereof to the Company marked to indicate the date of
                  its receipt by the Trustee. Promptly upon receipt by the
                  Company of such copy of a Redemption Demand, the Company shall
                  fix a date on which it will redeem the bonds of said series so
                  demanded to be redeemed (hereinafter called the "Demand
                  Redemption Date"). Notice of the date fixed as the Demand
                  Redemption Date shall be mailed by the Company to the Trustee
                  at least ten days prior to such Demand Redemption Date. The
                  date to be fixed by the Company as and for the Demand
                  Redemption Date may be any date up to and including the
                  earlier of (x) the 60th day after receipt by the Trustee of
                  the Redemption Demand or (y) the maturity date of such bonds
                  first occurring following the 20th day after the receipt by
                  the Trustee of the Redemption Demand; provided, however, that
                  if the Trustee shall not have received such notice fixing the
                  Demand Redemption Date on or before the 10th day preceding the
                  earlier of such dates, the Demand Redemption Date shall be
                  deemed to be the earlier of such dates. The Trustee shall mail
                  notice of the Demand Redemption Date (such notice being
                  hereinafter called the "Demand Redemption Notice") to the
                  Strategic Fund Trust Indenture Trustee not more than ten nor
                  less than five days prior to the Demand Redemption Date.

                    Each bond of 2000 Series BP shall be redeemed by the Company
                  on the Demand Redemption Date therefore upon surrender thereof
                  by the Strategic Fund Trust Indenture Trustee to the Trustee
                  at a redemption price equal to the principal amount thereof
                  plus accrued interest thereon at the rate specified for such
                  bond from the Initial Interest Accrual Date to the Demand
                  Redemption Date plus an amount equal to the aggregate premium,
                  if any, due and payable on such Demand Redemption Date on all
                  Strategic Fund Revenue Bonds; provided, however, that in the
                  event of a receipt by the Trustee of a notice that, pursuant
                  to the Strategic Fund Trust Indenture, the Strategic Fund
                  Trust Indenture Trustee has terminated proceedings to enforce
                  any right under the Strategic Fund Trust Indenture, then any
                  Redemption Demand shall thereby be rescinded by the Strategic
                  Fund Trust Indenture Trustee, and no Demand Redemption Notice
                  shall be given, or, if already given, shall be automatically
                  annulled; but no such rescission or annulment shall extend to
                  or affect any subsequent default or impair any right
                  consequent thereon.

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

FORM OF BONDS OF
2000 SERIES BP.     SECTION 4. The bonds of 2000 Series BP and the form of
                  Trustee's Certificate to be endorsed on such bonds shall be
                  substantially in the following forms, respectively:

                                       10
<PAGE>   13

                                      [FORM OF FACE OF BOND]

                                    THE DETROIT EDISON COMPANY
                               GENERAL AND REFUNDING MORTGAGE BOND
                                 2000 SERIES BP, DUE SEPTEMBER 1, 2030

                    Notwithstanding any provisions hereof or in the Indenture,
                  this bond is not assignable or transferable except as may be
                  required to effect a transfer to any successor trustee under
                  the Trust Indenture, dated as of August 1, 2000 between the
                  Michigan Strategic Fund and Bank One Trust Company, N.A., as
                  trustee, or, subject to compliance with applicable law, as may
                  be involved in the course of the exercise of rights and
                  remedies consequent upon an Event of Default under said Trust
                  Indenture.

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

                    THE DETROIT EDISON COMPANY (hereinafter called the
                  "Company"), a corporation of the State of Michigan, for value
                  received, hereby promises to pay to the Michigan Strategic
                  Fund, or registered assigns, at the Company's office or agency
                  in the Borough of Manhattan, The City and State of New York,
                  the principal sum of           dollars ($          ) in lawful
                  money of the United States of America on the date specified in
                  the title hereof and interest thereon in like lawful money, on
                  such date or dates in each case as provided for in the Trust
                  Indenture, dated as of August 1, 2000 (hereinafter called the
                  "Strategic Fund Trust Indenture"), between the Michigan
                  Strategic Fund (hereinafter called the "Strategic Fund") and
                  Bank One Trust Company, N.A., as trustee (hereinafter
                  "Strategic Fund Trust Indenture Trustee"). This bond of 2000
                  Series BP shall bear interest at a maximum rate or rates of
                  15% per annum (unless such maximum rate shall be increased by
                  resolution of the Company's Board of Directors as set forth in
                  an additional Supplemental Indenture between the Company and
                  the Trustee), until the Company's obligation with respect to
                  payment of said principal shall have been discharged, all as
                  provided, to the extent and in the manner specified in the
                  Indenture hereinafter mentioned on the reverse hereof and in
                  the supplemental indenture pursuant to which this bond has
                  been issued or until such time as the bonds of 2000 Series BP
                  shall be revoked pursuant to the terms of the Strategic Fund
                  Trust Indenture, in which event all principal shall be deemed
                  to be discharged within the meaning of the Indenture.

                    Under the Strategic Fund Trust Indenture, the Strategic Fund
                  has issued Variable Rate Limited Obligation Refunding Revenue
                  Bonds (The Detroit Edison Company Pollution Control Bonds
                  Project), Collateralized Series 2000B (hereinafter called the
                  "Strategic Fund Revenue Bonds"). This bond was originally
                  issued to the Strategic Fund and simultaneously assigned to
                  the Strategic Fund Trust Indenture Trustee so as to secure the
                  payment of the Strategic Fund Revenue Bonds. Such assignment
                  shall be irrevocable except as provided in the Indenture.
                  Payments of principal of, or premium, if any, or interest on,
                  Strategic Fund Revenue Bonds shall constitute like payments on
                  this bond as further provided herein and in the supplemental
                  indenture pursuant to which this bond has been issued. The
                  Company may elect to revoke the bonds of 2000 Series BP
                  pursuant to the terms of the Strategic Fund Trust Indenture.

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

                                       11
<PAGE>   14

                    This bond shall not be valid or become obligatory for any
                  purpose until First Chicago Trust Company of New York, the
                  Trustee under the Indenture hereinafter mentioned on the
                  reverse hereof, or its successor thereunder, shall have signed
                  the form of certificate endorsed hereon.

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

<TABLE>
<S>                      <C>                                        <C>
                         Dated:                                     THE DETROIT EDISON COMPANY
                                                                    By ............................
                                                                        Senior Vice President
                                                                        and Treasurer
                         Attest:
                         ............................
                         Assistant Corporate Secretary
</TABLE>

                                       12
<PAGE>   15

                                    [FORM OF REVERSE OF BOND]

                    This bond is one of an authorized issue of bonds of the
                  Company, unlimited as to amount except as provided in the
                  Indenture hereinafter mentioned or any indentures supplemental
                  thereto, and is one of a series of General and Refunding
                  Mortgage Bonds known as 2000 Series BP, limited to an
                  aggregate principal amount of $50,745,000, except as otherwise
                  provided in the Indenture hereinafter mentioned. This bond and
                  all other bonds of said series are issued and to be issued
                  under, and are all equally and ratably secured (except insofar
                  as any sinking, amortization, improvement or analogous fund,
                  established in accordance with the provisions of the Indenture
                  hereinafter mentioned, may afford additional security for the
                  bonds of any particular series and except as provided in
                  Section 3 of Article VI of said Indenture) by an Indenture,
                  dated as of October 1, 1924, duly executed by the Company to
                  First Chicago Trust Company of New York, a trust company of
                  the State of New York, as Trustee, to which Indenture and all
                  indentures supplemental thereto (including the Supplemental
                  Indenture dated as of August 1, 2000) reference is hereby made
                  for a description of the properties and franchises mortgaged
                  and conveyed, the nature and extent of the security, the terms
                  and conditions upon which the bonds are issued and under which
                  additional bonds may be issued, and the rights of the holders
                  of the bonds and of the Trustee in respect of such security
                  (which Indenture and all indentures supplemental thereto,
                  including the Supplemental Indenture dated as of August 1,
                  2000, are hereinafter collectively called the "Indenture"). As
                  provided in the Indenture, said bonds may be for various
                  principal sums and are issuable in series, which may mature at
                  different times, may bear interest at different rates and may
                  otherwise vary as in said Indenture provided. With the consent
                  of the Company and to the extent permitted by and as provided
                  in the Indenture, the rights and obligations of the Company
                  and of the holders of the bonds and the terms and provisions
                  of the Indenture, or of any indenture supplemental thereto,
                  may be modified or altered in certain respects by affirmative
                  vote of at least eighty-five percent (85%) in amount of the
                  bonds then outstanding, and, if the rights of one or more, but
                  less than all, series of bonds then outstanding are to be
                  affected by the action proposed to be taken, then also by
                  affirmative vote of at least eighty-five percent (85%) in
                  amount of the series of bonds so to be affected (excluding in
                  every instance bonds disqualified from voting by reason of the
                  Company's interest therein as specified in the Indenture);
                  provided, however, that, without the consent of the holder
                  hereof, no such modification or alteration shall, among other
                  things, affect the terms of payment of the principal of or the
                  interest on this bond, which in those respects is
                  unconditional.

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

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

                    Under the Indenture, funds may be deposited with the Trustee
                  (which shall have become available for payment), in advance of
                  the redemption date of any of the bonds of 2000 Series BP (or
                  portions thereof), in trust for the redemption of such bonds
                  (or portions thereof) and the interest due or to become due
                  thereon, and thereupon all obligations of the Company in
                  respect of such bonds (or portions

                                       13
<PAGE>   16

                  thereof) so to be redeemed and such interest shall cease and
                  be discharged, and the holders thereof shall thereafter be
                  restricted exclusively to such funds for any and all claims of
                  whatsoever nature on their part under the Indenture or with
                  respect to such bonds (or portions thereof) and interest.

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

                    Upon payment of the principal of, or premium, if any, or
                  interest on, the Strategic Fund Revenue Bonds, whether at
                  maturity or prior to maturity by redemption or otherwise or
                  upon provision for the payment thereof having been made in
                  accordance with the Strategic Fund Trust Indenture, bonds of
                  2000 Series BP in a principal amount equal to the principal
                  amount of such Strategic Fund Revenue Bonds and having both a
                  corresponding maturity date and interest rate or rates shall,
                  to the extent of such payment of principal, premium or
                  interest, be deemed fully paid and the obligation of the
                  Company thereunder to make such payment shall forthwith cease
                  and be discharged, and, in the case of the payment of
                  principal and premium, if any, such bonds of said series shall
                  be surrendered for cancellation or presented for appropriate
                  notation to the Trustee.

                    This bond of 2000 Series BP shall be revoked upon surrender
                  to the Trustee by the Strategic Fund Trust Indenture Trustee,
                  and upon such revocation as provided in the Indenture, the
                  obligation of the Company thereunder to make any payments on
                  this bond shall forthwith cease and be discharged.

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

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

                                       14
<PAGE>   17

                                 [FORM OF TRUSTEE'S CERTIFICATE]

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

                                                  FIRST CHICAGO TRUST COMPANY OF
                                                  NEW YORK,
                                                         as Trustee

                                                  By ...........................
                                                    Authorized Officer

                                             PART IV.

                                    RECORDING AND FILING DATA

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

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

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

<TABLE>
<CAPTION>
                                                                                               RECORDED AND/OR
                                                                                            FILED AS SET FORTH IN
                              SUPPLEMENTAL                       PURPOSE OF                     SUPPLEMENTAL
                               INDENTURE                        SUPPLEMENTAL                      INDENTURE
                              DATED AS OF                         INDENTURE                     DATED AS OF:
                              ------------                      ------------                ---------------------
                       <S>                         <C>                                      <C>
                       June 1, 1925(a)(b)........  Series B Bonds                           February 1, 1940
                       August 1, 1927(a)(b)......  Series C Bonds                           February 1, 1940
                       February 1, 1931(a)(b)....  Series D Bonds                           February 1, 1940
                       June 1, 1931(a)(b)........  Subject Properties                       February 1, 1940
                       October 1, 1932(a)(b).....  Series E Bonds                           February 1, 1940
                       September 25,
                         1935(a)(b)..............  Series F Bonds                           February 1, 1940
                       September 1, 1936(a)(b)...  Series G Bonds                           February 1, 1940
                       November 1, 1936(a)(b)....  Subject Properties                       February 1, 1940
                       February 1, 1940(a)(b)....  Subject Properties                       September 1, 1947
                       December 1, 1940(a)(b)....  Series H Bonds and Additional            September 1, 1947
                                                     Provisions
                       September 1,
                         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 Provisions
                      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
</TABLE>

                                       15
<PAGE>   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>
                       May 1, 1953(a)............  Series M Bonds and Subject Properties    March 15, 1954
                       March 15, 1954(a)(c)......  Series N Bonds and Subject Properties    May 15, 1955
                       May 15, 1955(a)(c)........  Series O Bonds and Subject Properties    August 15, 1957
                       August 15, 1957(a)(c).....  Series P Bonds Additional Provisions     June 1, 1959
                                                     and Subject Properties
                       June 1, 1959(a)(c)........  Series Q Bonds and Subject Properties    December 1, 1966
                       December 1, 1966(a)(c)....  Series R Bonds Additional Provisions     October 1, 1968
                                                     and Subject Properties
                       October 1, 1968(a)(c).....  Series S Bonds and Subject Properties    December 1, 1969
                       December 1, 1969(a)(c)....  Series T Bonds and Subject Properties    July 1, 1970
                       July 1, 1970(c)...........  Series U Bonds and Subject Properties    December 15, 1970
                       December 15, 1970(c)......  Series V and Series W Bonds              June 15, 1971
                       June 15, 1971(c)..........  Series X Bonds and Subject Properties    November 15, 1971
                       November 15, 1971(c)......  Series Y Bonds and Subject Properties    January 15, 1973
                       January 15, 1973(c).......  Series Z Bonds and Subject Properties    May 1, 1974
                       May 1, 1974...............  Series AA Bonds and Subject Properties   October 1, 1974
                       October 1, 1974...........  Series BB Bonds and Subject Properties   January 15, 1975
                       January 15, 1975..........  Series CC Bonds and Subject Properties   November 1, 1975
                       November 1, 1975..........  Series DDP Nos. 1-9 Bonds and Subject    December 15, 1975
                                                     Properties
                       December 15, 1975.........  Series EE Bonds and Subject Properties   February 1, 1976
                       February 1, 1976..........  Series FFR Nos. 1-13 Bonds               June 15, 1976
                       June 15, 1976.............  Series GGP Nos. 1-7 Bonds and Subject    July 15, 1976
                                                     Properties
                       July 15, 1976.............  Series HH Bonds and Subject Properties   February 15, 1977
                       February 15, 1977.........  Series MMP Bonds and Subject Properties  March 1, 1977
                       March 1, 1977.............  Series IIP Nos. 1-7 Bonds, Series JJP    June 15, 1977
                                                     Nos. 1-7 Bonds, Series KKP Nos. 1-7
                                                     Bonds and Series LLP Nos. 1-7 Bonds
                       June 15, 1977.............  Series FFR No. 14 Bonds and Subject      July 1, 1977
                                                     Properties
                       July 1, 1977..............  Series NNP Nos. 1-7 Bonds and Subject    October 1, 1977
                                                     Properties
                       October 1, 1977...........  Series GGP Nos. 8-22 Bonds and Series    June 1, 1978
                                                     OOP Nos. 1-17 Bonds and Subject
                                                     Properties
                       June 1, 1978..............  Series PP Bonds, Series QQP Nos. 1-9     October 15, 1978
                                                     Bonds and Subject Properties
                       October 15, 1978..........  Series RR Bonds and Subject Properties   March 15, 1979
                       March 15, 1979............  Series SS Bonds and Subject Properties   July 1, 1979
                       July 1, 1979..............  Series IIP Nos. 8-22 Bonds, Series NNP   September 1, 1979
                                                     Nos. 8-21 Bonds and Series TTP Nos.
                                                     1-15 Bonds and Subject Properties
                       September 1, 1979.........  Series JJP No. 8 Bonds, Series KKP No.   September 15, 1979
                                                     8 Bonds, Series LLP Nos. 8-15 Bonds,
                                                     Series MMP No. 2 Bonds and Series OOP
                                                     No. 18 Bonds and Subject Properties
                       September 15, 1979........  Series UU Bonds                          January 1, 1980
                       January 1, 1980...........  1980 Series A Bonds and Subject          April 1, 1980
                                                     Properties
                       April 1, 1980.............  1980 Series B Bonds                      August 15, 1980
</TABLE>

                                       16
<PAGE>   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>
                       August 15, 1980...........  Series QQP Nos. 10-19 Bonds, 1980        August 1, 1981
                                                     Series CP Nos. 1-12 Bonds and 1980
                                                     Series DP No. 1-11 Bonds and Subject
                                                     Properties
                       August 1, 1981............  1980 Series CP Nos. 13-25 Bonds and      November 1, 1981
                                                     Subject Properties
                       November 1, 1981..........  1981 Series AP Nos. 1-12 Bonds           June 30, 1982
                       June 30, 1982.............  Article XIV Reconfirmation               August 15, 1982
                       August 15, 1982...........  1981 Series AP Nos. 13-14 and Subject    June 1, 1983
                                                     Properties
                       June 1, 1983..............  1981 Series AP Nos. 15-16 and Subject    October 1, 1984
                                                     Properties
                       October 1, 1984...........  1984 Series AP and 1984 Series BP Bonds  May 1, 1985
                                                     and Subject Properties
                       May 1, 1985...............  1985 Series A Bonds                      May 15, 1985
                       May 15, 1985..............  1985 Series B Bonds and Subject          October 15, 1985
                                                     Properties
                       October 15, 1985..........  Series KKP No. 9 Bonds and Subject       April 1, 1986
                                                     Properties
                       April 1, 1986.............  1986 Series A and Subject Properties     August 15, 1986
                       August 15, 1986...........  1986 Series B and Subject Properties     November 30, 1986
                       November 30, 1986.........  1986 Series C                            January 31, 1987
                       January 31, 1987..........  1987 Series A                            April 1, 1987
                       April 1, 1987.............  1987 Series B and 1987 Series C          August 15, 1987
                       August 15, 1987...........  1987 Series D and 1987 Series E and      November 30, 1987
                                                     Subject Properties
                       November 30, 1987.........  1987 Series F                            June 15, 1989
                       June 15, 1989.............  1989 Series A                            July 15, 1989
                       July 15, 1989.............  Series KKP No. 10                        December 1, 1989
                       December 1, 1989..........  Series KKP No. 11 and 1989 Series BP     February 15, 1990
                       February 15, 1990.........  1990 Series A, 1990 Series B, 1990       November 1, 1990
                                                     Series C, 1990 Series D, 1990 Series
                                                     E and 1990 Series F
                       November 1, 1990..........  Series KKP No. 12                        April 1, 1991
                       April 1, 1991.............  1991 Series AP                           May 1, 1991
                       May 1, 1991...............  1991 Series BP and 1991 Series CP        May 15, 1991
                       May 15, 1991..............  1991 Series DP                           September 1, 1991
                       September 1, 1991.........  1991 Series EP                           November 1, 1991
                       November 1, 1991..........  1991 Series FP                           January 15, 1992
                       January 15, 1992..........  1992 Series BP                           February 29, 1992 and
                                                                                            April 15, 1992
                       February 29, 1992.........  1992 Series AP                           April 15, 1992
                       April 15, 1992............  Series KKP No. 13                        July 15, 1992
                       July 15, 1992.............  1992 Series CP                           November 30, 1992
                       July 31, 1992.............  1992 Series D                            November 30, 1992
                       April 1, 1986.............  1986 Series A and Subject Properties     August 15, 1986
                       August 15, 1986...........  1986 Series B and Subject Properties     November 30, 1986
                       November 30, 1986.........  1986 Series C                            January 31, 1987
                       January 31, 1987..........  1987 Series A                            April 1, 1987
                       April 1, 1987.............  1987 Series B and 1987 Series C          August 15, 1987
                       August 15, 1987...........  1987 Series D and 1987 Series E and      November 30, 1987
                                                     Subject Properties
                       November 30, 1987.........  1987 Series F                            June 15, 1989
                       June 15, 1989.............  1989 Series A                            July 15, 1989
                       July 15, 1989.............  Series KKP No. 10                        December 1, 1989
                       December 1, 1989..........  Series KKP No. 11 and 1989 Series BP     February 15, 1990
                       February 15, 1990.........  1990 Series A, 1990 Series B, 1990       November 1, 1990
                                                     Series C, 1990 Series D, 1990 Series
                                                     E and 1990 Series F
</TABLE>

                                       17
<PAGE>   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>
                       November 1, 1990..........  Series KKP No. 12                        April 1, 1991
                       April 1, 1991.............  1991 Series AP                           May 1, 1991
                       May 1, 1991...............  1991 Series BP and 1991 Series CP        May 15, 1991
                       May 15, 1991..............  1991 Series DP                           September 1, 1991
                       September 1, 1991.........  1991 Series EP                           November 1, 1991
                       November 1, 1991..........  1991 Series FP                           January 15, 1992
                       January 15, 1992..........  1992 Series BP                           February 29, 1992 and
                                                                                            April 15, 1992
                       February 29, 1992.........  1992 Series AP                           April 15, 1992
                       April 15, 1992............  Series KKP No. 13                        July 15, 1992
                       July 15, 1992.............  1992 Series CP                           November 30, 1992
                       November 30, 1992.........  1992 Series E and 1993 Series D          March 15, 1993
                       December 15, 1992.........  Series KKP No. 14 and 1989 Series BP     March 15, 1992
                                                     No. 2
                       January 1, 1993...........  1993 Series C                            April 1, 1993
                       March 1, 1993.............  1993 Series E                            June 30, 1993
                       March 15, 1993............  1993 Series D                            September 15, 1993
                       April 1, 1993.............  1993 Series FP and 1993 Series IP        September 15, 1993
                       April 26, 1993............  1993 Series G and Amendment of Article   September 15, 1993
                                                     II, Section 5
                       May 31, 1993..............  1993 Series J                            September 15, 1993
                       September 15, 1993........  1993 Series K                            March 1, 1994
                       March 1, 1994.............  1994 Series AP                           June 15, 1994
                       June 15, 1994.............  1994 Series BP                           December 1, 1994
                       August 15, 1994...........  1994 Series C                            December 1, 1994
                       December 1, 1994..........  Series KKP No. 15 and 1994 Series DP     August 1, 1995
                       August 1, 1995............  1995 Series AP and                       August 15, 1999
                                                     1995 Series DP
</TABLE>

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

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

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

                                       18
<PAGE>   21

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

                                             PART V.

                                           THE TRUSTEE.

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

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

                                             PART VI.

                                          MISCELLANEOUS.

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

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

                                       19
<PAGE>   22

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

                  (Corporate Seal)                By

                                                    ----------------------------
                                                            N. A. Khouri
                                                        Assistant Treasurer

EXECUTION.        Attest:
                  --------------------------
                          Jack L. Somers
                  Assistant Corporate Secretary
                  Signed, sealed and
                  delivered by THE
                  DETROIT EDISON COMPANY, in
                  the
                  presence of
                  --------------------------
                             K. Hier
                  --------------------------
                        Michael Lewis, Jr.
                  STATE OF MICHIGAN
                                                 SS.:
                  COUNTY OF WAYNE

ACKNOWLEDGMENT
OF EXECUTION
BY COMPANY.         On this 18th day of August, 2000, before me, the subscriber,
                  a Notary Public within and for the County of Wayne, in the
                  State of Michigan, personally appeared N. A. Khouri, to me
                  personally known, who, being by me duly sworn, did say that he
                  does business at 2000 2nd Avenue, Detroit, Michigan 48226-1279
                  and is the Assistant Treasurer of THE DETROIT EDISON COMPANY,
                  one of the corporations described in and which executed the
                  foregoing instrument; that he knows the corporate seal of the
                  said corporation and that the seal affixed to said instrument
                  is the corporate seal of said corporation; and that said
                  instrument was signed and sealed in behalf of said corporation
                  by authority of its Board of Directors and that he subscribed
                  his name thereto by like authority; and said N. A. Khouri,
                  acknowledged said instrument to be the free act and deed of
                  said corporation.

                                              ------------------------------
                                              SHERRIN M. SHEHAN
                                              Notary Public, Wayne County, MI
                                              My Commission Expires 07-21-03
                  (Notarial
                  Seal)

                                       20
<PAGE>   23

<TABLE>
<S>                      <C>                                              <C>
                                                                          FIRST CHICAGO TRUST COMPANY OF NEW YORK,
                         (Corporate Seal)                                 By
                                                                          ------------------------------------------------
                                                                          Steven M. Wagner
                                                                          Vice President

                         Attest:
                         ------------------------------------------------
                         Marla S. Roth
                         Assistant Vice President
                         Signed, sealed and delivered by
                         FIRST CHICAGO TRUST COMPANY of New York, in the
                         presence of
                         ------------------------------------------------
                         Janice Ott Rotunno
                         ------------------------------------------------
                         Diane Swanson
</TABLE>

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

                                       STATE OF ILLINOIS
                                             SS.:
                                        COUNTY OF COOK
</TABLE>

<TABLE>
<S>                      <C>

ACKNOWLEDGEMENT          On this   th day of August, 2000, before me, the subscriber,
OF EXECUTION             a Notary Public within and for the County of Cook, in the
BY TRUSTEE.              State of Illinois, personally appeared Steven M. Wagner, to
                         me personally known, who, being by me duly sworn, did say
                         that his business office is located at One Bank One Plaza,
                         Chicago, Illinois, and he is Vice President of FIRST CHICAGO
                         TRUST COMPANY of New York, 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 Steven M. Wagner acknowledged
                         said instrument to be the free act and deed of said
                         corporation.
</TABLE>

<TABLE>
<S>                      <C>                                           <C>
                                        (Notarial Seal)
                                                                       ---------------------------------------------------

</TABLE>

                                       21
<PAGE>   24

STATE OF MICHIGAN
                               SS.:
COUNTY OF WAYNE

<TABLE>
<S>                      <C>

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

<TABLE>
<S>                      <C>                                              <C>
                                                                          ------------------------------------------------
                                                                                            N.A. Khouri

                              Sworn to before me this 18(th) day of
                                           August, 2000

                         ------------------------------------------------
                                        SHERRIN M. SHEHAN
                                 Notary Public, Wayne County, MI
                                  My Commission Expires 07-21-03
                                         (Notarial Seal)
                          This instrument was drafted by Frances B. Rohlman, Esq.,
                          2000 Second Avenue, Detroit, Michigan 48226
</TABLE>

                                       22